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): February 13, 2015
REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified in its Charter)
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Colorado |
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001-34044 |
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26-1851813 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices, Including Zip Code)
Registrants telephone number, including area code: (303) 222-8300
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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
The disclosure set forth under
Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, is incorporated by reference herein.
On February 13, 2015, Real Goods Solar, Inc. (the
Company) issued a press release announcing certain preliminary, unaudited results for its fourth quarter ended December 31, 2014 and a business update. A copy of the press release is attached as Exhibit 99.1 and the text
is incorporated by reference herein.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by Real Goods Solar, Inc. on February 13, 2015 |
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.
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REAL GOODS SOLAR, INC. |
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By: |
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/s/ Dennis Lacey |
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Dennis Lacey |
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Chief Executive Officer and Acting Principal Financial Officer |
Date: February 13, 2015
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by Real Goods Solar, Inc. on February 13, 2015 |
Exhibit 99.1
RGS Energy Reports Preliminary Fourth Quarter of 2014 Results and Provides Business Update
LOUISVILLE, CO, February 13, 2015 RGS Energy (NASDAQ:RGSE), one of the nations largest and most recognized rooftop installers of solar
equipment, today provided certain preliminary unaudited results for its fourth quarter ended December 31, 2014.
The preliminary, unaudited results
presented herein are based on currently available information. These preliminary, unaudited results are subject to the completion of RGS Energys quarterly closing and review procedures and the regular annual review process by its independent
registered public accounting firm. As a result, the information presented herein is subject to change.
Revenue
The company estimates total revenue from continuing operations to be approximately $18 million, the same amount as the prior year quarter.
Loss from Continuing Operations after Taxes
The company
estimates its loss from continuing operations to be in excess of $13 million, which includes an impairment charge for the Sunetric segment of $11 million, versus approximately $2 million for the prior year quarter (see important discussion of
impairment charge in About Sunetric Impairment Charge, below).
Net Loss
The company estimates its net loss, which includes the discontinued commercial segment, to be approximately $16 million, which includes the Sunetric impairment
charge of $11 million, versus approximately $3 million for the prior year quarter.
About Sunetric Impairment Charge
RGS Energy will take a non-cash, non-tax-deductible income statement charge for the fourth quarter of calendar year 2014 for the impairment of its intangible
assets in its Sunetric segment.
Under accounting guidelines, companies are required to conduct an annual goodwill impairment test for each business unit
and during intervening periods if circumstances indicate a possible impairment. Goodwill arises in an acquisition when the fair value paid for a business exceeds the value of the identifiable net assets. Recently, the principal electric utility in
Hawaii, the market Sunetric operates within, has taken further measures that the company believes diminishes the value proposition of solar for both residential and commercial customers. Those actions, along with a recent precipitous decline in
sales for the Sunetric segment, caused management to conduct a review of the intangible assets recorded for Sunetric in conjunction with its preparation of its financial statements as of December 31, 2014. The electric regulatory environment
along with the recent decline in sales has caused the companys expectations for future growth and profitability to be lower than its previous estimates. As a result of its yearend 2014 impairment review, the company has determined that a
write down of its intangible assets related to Sunetric of approximately $11 million will be recorded. The impairment reflects $8 million of goodwill, $1 million of trademarks and $2 million of purchased backlog and non-compete agreements.
The company acquired Sunetric during May 2014 in an all-stock transaction. At the time of the acquisition, the company transferred cash of approximately $2
million to this subsidiary for working capital purposes.
As a result of recording this impairment charge, the company will not have positive net worth
and, accordingly, will not meet the Continued Listing Standards for NASDAQ Capital Market Companies. The company is evaluating this matter.
Cash and Line-of-Credit
For the nine-month period ended September 30, 2014, the company reported negative cash flow from operations of approximately $31 million, or approximately
$10 million per quarter. As shown below, for the fourth quarter, the company was successful in managing its cash:
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As of 30-Sep-14 |
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As of 31-Dec-14 |
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Cash |
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$ |
1,769,000 |
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$ |
1,947,000 |
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Line-of-Credit Borrowing |
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4,766,000 |
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4,350,000 |
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Cash less Line-of-Credit |
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($ |
2,997,000 |
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(2,403,000 |
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Beginning of quarter |
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(2,997,000 |
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Change for quarter |
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$ |
594,000 |
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As previously announced, the company has been taking steps to restructure its business including (i) exiting the large
commercial segment, including selling unsigned contracts in its pipeline for which approximately $400,000 was received during the fourth quarter, (ii) selling the assets of its catalog segment, for which approximately $1 million was received
during the fourth quarter and (iii) actions to achieve cost efficiencies. The company intends to continue to restructure its business operations.
For the nine-months ended September 30, 2014, the company reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014,
(i) a net loss of $41 million, (ii) negative cash flow from operations of $31 million, and (iii) amendments to its line-of-credit facility reducing the loan commitment by $1 million and its borrowing base capacity by $1 million.
Subsequent to the issuance of that report, the company experienced difficulty obtaining payment terms from certain equipment suppliers and other third parties which has impacted the companys ability to convert its backlog of signed contracts
into revenue that the company believes is related to disclosure of these circumstances.
The impact of (i) access to equipment as discussed above,
(ii) adverse weather prohibiting construction activity on the East Coast where the companys substantial backlog is not being converted to cash, and (iii) revisions to the availability under the line-of-credit has resulted in the
companys cash position declining to approximately $1 million as of February 12, 2015.
Financing Plans
The company needs to, and intends to, raise additional financing to (i) position the company to convert its backlog, which as of February 12, 2015 is
approximately $55 million and (ii) best position the company to renew its line-of-credit under favorable terms for the ensuing year. Financing in the form of equity would result in significant dilution to existing shareholders of the company.
Litigation
On July 9, 2014, the company
completed a PIPE offering of approximately $7 million at a price per share of $2.40. Subsequently, the companys stock price has declined to $0.40 as of February 12, 2015 and three of the investors in the offering (out of approximately 20
total investors in the offering) have asserted claims against the company in two separate lawsuits alleging certain misrepresentations and omissions in the offering. The company intends to vigorously defend itself in the litigation.
About RGS Energy
RGS Energy (NASDAQ: RGSE) is one of the
nations largest and most recognized rooftop installers of solar equipment, serving residential and small business customers in the mainland U.S. and Hawaii. Beginning with one of the very first photovoltaic panels sold in 1978, the company has
installed tens of thousands solar power systems. RGS Energy makes it very convenient for customers to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring,
maintenance and support.
The company has 13 offices across the West and the Northeast and one in Hawaii. For more information, visit RGSEnergy.com, on
Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name Real Goods Solar, Inc. These
documents are available on both the EDGAR section of the SECs website at www.sec.gov and the Investor Relations section of the Companys website at www.rgsenergy.com. For more information about the company, visit
www.rgsenergy.com.
Cautionary Statement Regarding Preliminary and Forward-Looking Statements
The preliminary financial data discussed above consists of estimates derived from RGS Energys internal books and records and has been prepared by, and
are the responsibility of, the companys management. The preliminary estimates discussed above are subject to the completion of financial closing procedures, final adjustments and other developments that may arise between now and the time the
financial results for the fourth quarter are finalized. Therefore, actual results may differ materially from these estimates and all of these preliminary estimates are subject to change.
This press release also contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions and forecasts about future events, and include statements regarding our future results of operations and financial position, business strategy,
budgets, projected costs, plans and objectives of management for future operations. The words expects, estimates, believes, needs, intends, and similar expressions as they relate to us are
intended to identify such forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside
of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, no reliance should be placed on any of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, without limitation, the following: our ability to receive payment terms from equipment suppliers and third parties,
our ability to raise additional financing and renew our line of credit, our ability to convert backlog into revenues, our ability to defend the company against lawsuits, the willingness of electric utilities to allow interconnections and other
regulations affecting energy consumption by consumers, our ability to successfully integrate acquired businesses and realize synergies therefrom, our ability to improve operating efficiencies and successfully reinvest cost savings in our business,
and other factors including those discussed throughout Part I, Item 1A, Risk Factors and Part II, Item 7, Managements Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the
year ended December 31, 2013 and Part I, Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Reports on Form 10-Q.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which
it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.