8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2013

ENERGY FOCUS, INC.

__________________________

(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
32000 Aurora Road
Solon, Ohio		44139
(Address of principal executive offices)		(Zip Code)

(440) 715-1300

(Registrant’s telephone number,
including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 2.02      Results of Operations and Financial Condition.

On May 15, 2013, Energy Focus, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2013. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated in this Report by reference.

The information under this Item in this Report, as well as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information under this Item in this Report, and the Exhibit, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.

The press release, furnished with this Report as Exhibit 99.1, includes forward-looking statements within the meaning of the federal securities laws with respect to the Company's future operations and, as such, concerns matters that are not historical facts. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Refer to Energy Focus, Inc.'s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2012, its quarterly reports of Form 10-Q, and other periodic filings for a description of the foregoing and other factors that could cause actual results to differ materially from those in the forward-looking statements.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 15, 2013 announcing financial results for the first quarter ended March 31, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2013
	ENERGY FOCUS, INC.
	By	/s/ Mark J. Plush
	Name: Mark J. Plush
	Title:   Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 15, 2013 announcing financial results for the first quarter ended March 31, 2013.

EX-99

Exhibit 99.1

ENERGY FOCUS, INC. REPORTS FIRST QUARTER 2013 RESULTS

SOLON, Ohio, May 15, 2013 -- Energy Focus, Inc. (OTCQB:EFOI) a global leader in energy-efficient lighting technologies, today announced financial results for the first quarter ended March 31, 2013.

Financial results for the quarter include the following:

● Net sales of $5.3 million for the first quarter of 2013 and 2012.

● Gross margins of 22.5 percent of net sales compared to 14.8 percent of net sales for the first quarter of 2012.

● A net loss of $1.4 million compared to a net loss $1.9 million in the first quarter of 2012.

Net sales for the first quarter of 2013 were comparable to the prior year’s first quarter. Solutions segment sales increased 10 percent, while products segment sales decreased four percent, due to lower government products sales resulting from the timing of order receipts due to the sequester.

James Tu, Executive Chairman, commented: “Our first quarter sales came in modestly lower than our previous guidance due to a delay in Navy orders as a result of the sequester and sales that took longer to recognize in our lighting retrofit division, Stones River Companies (SRC). However, as we have stated in a recent press release, we have been witnessing much stronger momentum in SRC’s business this year, with 50% growth in contracts over the same period last year. We’re also excited to announce that, despite the government sequester, our Navy business has obtained an additional $1.9 million in orders so far in the second quarter; a trend that we expect to continue, leading to substantial growth in our Navy business in 2013.”

“We believe that the LED revolution has started to reach the lighting retrofit market,” continued Mr. Tu. “We are particularly excited about the increasing appeal of our LED lighting solutions over fluorescent even in projects that have fewer hours of operation, such as schools. In addition, under the new leadership Energy Focus has put in place, we’re embarking on a series of operational initiatives that aim to unlock our organizational potential and create shareholder value. Therefore, in spite of a slow first quarter, we do look forward to a year of strong growth.”

During the first quarter of 2013, the Company embarked on a program to raise an additional $3.8 million in unsecured convertible debt, of which $1.75 million was received during the first quarter. During the second quarter, the Company expects to receive an additional $2 million. “We are grateful and pleased to have received strong investor support during the current round of financing which will enable us to meet our growing working capital needs and reach our goal to be EBITDA positive in the second half of this year,” added Mr. Tu.

The Company expects sales for the second quarter of 2013 to range between $8 million and $9 million, and expects sales will continue to grow in the second half of the year.

Energy Focus, Inc. will host a conference call and webcast on Wednesday, May 15, 2013 at 4:30 p.m. EDT (1:30 p.m. PDT) to review the first quarter of 2013 financial results, followed by a Q & A session. The webcast can be accessed under the investor section of our website at www.energyfocusinc.com or directly at http://tinyurl.com/bs9qor2. The call can be accessed by dialing 888-397-5352 (US and Canada) or 719-325-2244 (International/Local). The conference access code is 2180510. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins.

A recording of the conference call will be available shortly after the conclusion of the call through the investor relations section of the Company’s website and will remain available for 90 days.

Forward Looking Statements

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For more information about potential factors that could affect the financial results of Energy Focus, please refer to the Company’s SEC reports, including its Annual Reports on Form 10-K and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.

About Energy Focus, Inc.

Energy Focus, Inc. is a leading provider of energy efficient LED lighting products, turnkey energy efficient lighting solutions and a developer of energy efficient lighting technology. Our solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting. Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy fleet.

Customers include national, state and local U.S. government agencies as well as Fortune 500 companies, the U.S. Navy, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Nashville, TN, Pleasanton, CA, and the United Kingdom. For more information, see our web site at www.energyfocusinc.com.

Media Contact:

Energy Focus, Inc.

Public Relations Office

(440) 715-1295

pr@energyfocusinc.com

Investor Contact:

Brion Tanous

CleanTech IR, Inc.

(310) 541-6824

btanous@cleantech-ir.com

ENERGY FOCUS, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share and per share amounts)

	March 31,			December 31,
	2013			2012
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents, includes restricted cash of $135 and $252, respectively	$	452		$	1,181
Trade accounts receivable less allowances of $189 and $265, respectively		3,864			5,319
Retainage receivable		673			634
Inventories, net		3,113			2,581
Costs in excess of billings		97			99
Prepaid and other current assets		1,069			1,012
Total current assets		9,268			10,826
Property and equipment, net		1,763			1,800
Intangible assets, net		545			608
Collateralized assets		1,000			1,000
Other assets		119			119
Total assets	$	12,695		$	14,353
LIABILITIES
Current liabilities:
Accounts payable	$	5,430		$	5,879
Accrued liabilities		1,835			2,265
Deferred revenue		300			751
Billings in excess of costs		187			464
Credit line borrowings		1,212			1,590
Current maturities of long-term debt		780			756
Total current liabilities		9,744			11,705
Other liabilities		18			30
Long-term debt		3,528			1,793
Total liabilities		13,290			13,528
SHAREHOLDERS' EQUITY
Preferred stock, par value $0.0001 per share:
Authorized: 2,000,000 shares in 2013 and 2012
Issued and outstanding: no shares in 2013 and 2012		-			-
Common stock, par value $0.0001 per share:
Authorized: 100,000,000 shares in 2013 and 2012
Issued and outstanding: 44,698,650 at March 31, 2013
and December 31, 2012		4			4
Additional paid-in capital		81,031			80,985
Accumulated other comprehensive income		422			460
Accumulated deficit		(82,052	)		(80,624	)
Total shareholders' equity		(595	)		825
Total liabilities and shareholders' equity	$	12,695		$	14,353

ENERGY FOCUS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except per share amounts)

	Three months ended
	March 31,
	2013			2012
Net sales	$	5,333		$	5,302
Cost of sales		4,132			4,517
Gross profit		1,201			785
Operating expenses:
Research and development		37			46
Sales and marketing		1,303			1,271
General and administrative		1,066			1,154
Total operating expenses		2,406			2,471
Loss from operations		(1,205	)		(1,686	)
Other income (expense):
Other expense		(94	)		(28	)
Interest income		-			1
Interest expense		(126	)		(151	)
Loss before income taxes		(1,425	)		(1,864	)
Provision for income taxes		(3	)		(3	)
Net loss	$	(1,428	)	$	(1,867	)
Net loss per share - basic and diluted	$	(0.03	)	$	(0.06	)
Shares used in computing net loss per share -
basic and diluted		44,699			31,621