8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported) February 20, 2007

Microfield Group, Inc.

(Exact name of registrant as specified in its charter)

Oregon	000-26226	93-0935149
(State or other jurisdiction of incorporation)	Commission file number	(IRS Employer Identification No.)
111 SW Columbia, Suite 480, Portland, OR		97201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (503) 419-3580

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

     On February 20, 2007, Microfield Group, Inc. issued a press release disclosing its financial results for the three and twelve months ending December 30, 2006. A copy of this press release is attached hereto as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

     The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     99.1 Press Release, dated February 20, 2007, announcing the three and twelve months ending 2006 financial results.

SIGNATURES

     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.

Date: February 21, 2007.

Microfield Group, Inc.
 

/s/ Randall R. Reed  

Randall R. Reed, CFO 

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Exhibit Index

99.1 Press Release, dated February 20, 2007, announcing the three and twelve months ending 2006 financial results

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
MICROFIELD GROUP REPORTS 2006 RESULTS

Portland, OR — February 20, 2007 — Microfield Group, Inc. (OTC Bulletin Board: MICG) announced financial results today for the twelve months ended December 30, 2006. The Company produced revenue of $76,141,000 for the year 2006 compared to revenue of $57,935,000 for the twelve months ended December 31, 2005. This increase of $18,206,000 is the result of a full 12 months of revenue in 2006 from the acquisitions of EnergyConnect (ECI) and Christenson Electric (CEI). CEI was acquired on July 20, 2005, and ECI was acquired on October 13, 2005.

On a GAAP basis, the Company had net income of $833,000 or $0.01 per share for the twelve months ended December 30, 2006, compared to a net loss of $77,640,000 or $3.13 per share for the twelve months ended December 31, 2005.

On a pro forma basis for the twelve months ended December 30, 2006, the Company had a non-GAAP operating loss of $4,189,000 and a non-GAAP net loss of $5,219,000 or $0.08 per share. This non-GAAP operating loss excludes $1,442,000 of stock-based compensation expense included in the GAAP operating loss. This non-GAAP net loss excludes $8,319,000 of gain from warrant liability re-measurement and also excludes $825,000 of interest from late registration included in GAAP net income. Each of these three items is a non-cash income or expense.

GAAP basis sales, general and administrative costs for the twelve months ended December 30, 2006 were $14,912,000, compared to $8,988,000 in the twelve months ended December 31, 2005. This increase in overhead expense of $5,924,000 represents an increase of 65.9% in year over year expenses, and is due to a full twelve months of expenses in 2006 from the acquisitions of EnergyConnect (ECI) and Christenson Electric (CEI). CEI was acquired on July 20, 2005, and ECI was acquired on October 13, 2005. Also contributing to the increase were costs incurred in 2006 for stock-based compensation, and $362,000 in compliance with the new Sarbanes-Oxley legislation. There were none of either of these costs in 2005.

Commenting on the 2006 results, Rod Boucher, Chief Executive Officer, said, “We achieved significant progress at Microfield this year as we integrated the Wind business and EnergyConnect into the company. Wind contributed a substantial portion of our revenue growth. Additionally, we grew ECI revenue by three times, and sales activity in 2006 increased our participant base tenfold. While integrating the wind business proved difficult this year,” continued Boucher, “we have implemented management changes and bolstered internal controls and procedures to correct this problem.”

About Microfield Group, Inc.

Microfield Group combines selling wholesale services to regional power grids with traditional electrical contracting and design and integration of infrastructure for wind, solar and other distributed power systems. This combination provides the platform to be a contributor to the growing alternative energy industry and to provide business processes and software capabilities that link the adjustment of consumer energy consumption to the wholesale electric market. Microfield utilizes consumers of electricity to generate revenue from the regional grids and serves this market through proprietary software and models that enable consumers to adjust use, provide prices to determine beneficial actions, and automate all aspects of the process. Microfield is headquartered in Portland, Oregon, and its common stock is traded on the OTC Bulletin Board under the symbol “MICG.” Additional information about Microfield is available at www.microfield.com.

Forward Looking Statements

This press release includes statements that may constitute “forward-looking” statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause or contribute to such differences that include, but are not limited to, competitive factors, the success of new products in the marketplace, dependence upon third-party vendors, and the ability to obtain financing. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

GAAP and Non-GAAP Financial Information

Non-GAAP operating loss, non-GAAP net loss and non-GAAP earnings per share are computed net of certain material items, as follows: (1) gain on remeasurement of the value of the warrants issued as a result of a private placements in October 2005 and June 2006, (2) expense charged for non-cash stock-based compensation, (3) non-cash charges for stock issued upon late registration, and (4) write-off of goodwill impairment in 2005, resulting from the acquisition of EnergyConnect, Inc. On October 13, 2005, the Company acquired EnergyConnect, Inc. for $107 million of the Company’s common stock, and options and warrants to purchase the Company’s common stock. Further details regarding this transaction can be found in the Form 8-K filed with the SEC on October 17, 2005. The non-GAAP financial measures are provided to enhance the overall understanding of our current financial performance and prospects for the future. Specifically, we believe the non-GAAP financial measures provided are useful information to both management and investors by excluding certain items that may not be indicative of our core operating results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

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For further information, please contact:

Investor Relations Contacts: Randy Reed, CFO
503 419-3580
Cary Halsted, Investor Relations
408 832-8063

MICROFIELD GROUP, INC.
CONSOLIDATED BALANCE SHEET
($000’S)

	December 30,		December 31,
	2006		2005
	(Unaudited)
Cash	$	2,545	$	729
Accounts receivable		9,105		8,537
Other current assets		3,301		3,388
Total current assets		14,951		12,654
Goodwill and intangibles		41,187		41,972
Other long term assets		679		615
Total assets	$	56,817	$	55,241
Accounts payable	$	4,831	$	8,084
Bank line of credit		3,830		5,957
Other current liabilities		3,097		4,311
Total current liabilities		11,758		18,352
Long term liabilities		1,261		8,985
Total liabilities		13,019		27,337
Shareholders’ equity		43,798		27,904
Total liabilities and shareholders’ equity	$	56,817	$	55,241

MICROFIELD GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
($000’s, except share data)
(Unaudited)

	Three months ended						Twelve months ended
	Dec. 30			Dec. 31			Dec. 30			Dec. 31
	2006			2005			2006			2005
Revenue	$	15,347		$	19,959		$	76,141		$	57,935
Cost of goods sold		12,890			16,663			66,860			47,702
Gross profit		2,457			3,296			9,281			10,233
Sales, general and administrative		3,620			3,520			13,470			8,988
Stock-based compensation		195			—			1,442			—
Goodwill impairment		—			77,191			—			77,191
Loss from operations		(1,358	)		(77,415	)		(5,631	)		(75,946	)
Other income (expense)		(293	)		(858	)		6,464			(2,007	)
Net income (loss)	$	(1,651	)	$	(78,273	)	$	833		$	(77,953	)
Net income (loss) per share:
Basic	$	(0.02	)	$	(1.55	)	$	0.01		$	(2.88	)
Diluted	$	(0.02	)	$	(1.55	)	$	0.01		$	(2.88	)
Shares used in per share calculations:
Basic		77,090,898			50,453,283			68,347,814			27,048,127
Diluted		77,090,898			50,453,283			70,699,453			27,048,127