UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 6,
2019
REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado |
001-34044 |
26-1851813 |
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.)
|
110 16th Street, Suite 300, Denver, CO 80202
(Address of Principal Executive Offices, Including Zip
Code)
Registrant’s 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):
|
¨ |
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 communication pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934: None
EXPLANATORY NOTE
On November 7, 2019, the Company (as defined below) filed a Current
Report on Form 8-K (the “Original 8-K”) to report, among other
things, certain financial information. The Original 8-K
erroneously stated that the Company incurred cash outflows from
operations of $8.5 million for the quarter ended September 30, 2019
and instead should have stated that the cash outflows from
operations during the period was $0.9 million. The Company is
filing this Amendment No. 1 to correct the error. No other
modifications to the Original 8-K are being made by this Amendment
No. 1.
Item 1.01. Entry into a Material Definitive Agreement.
On November 6, 2019, Real Goods Solar, Inc. (the “Company”) entered
into a Subscription and Escrow Agent Agreement with Continental
Stock Transfer & Trust Company (the “Subscription Agent”), as
subscription and escrow agent, in connection with the Company’s
planned distribution, at no charge, to each of (i) the holders of
the Company’s Class A common stock, and (ii) the holders of
warrants exercisable for the Company’s Class A common stock,
(collectively the “Rights Holders”) non-transferable subscription
rights (“Rights”) to purchase up to, subject to proration and other
restrictions, an aggregate of 10 shares of Real Goods Solar, Inc.’s
Series 1 Preferred Stock, par value $0.0001 per share, at a
subscription price of $10 per share of Series 1 Preferred Stock
(the “Rights Offering”). The Company intends to offer up to
2,000,000 shares of Series 1 Preferred Stock in the Rights
Offering. The Company expects to conduct the Rights Offering
pursuant to its Offering Statement on Form 1-A (File No.
024-11087), which has not yet been qualified by the Securities and
Exchange Commission.
The Subscription Agent will process subscriptions, hold in escrow
the funds the Company receives from subscribers and will arrange
for the issuance of the shares of Series 1 Preferred Stock
purchased pursuant to the Rights Offering after completion of the
allocation process. Under the Subscription and Escrow Agent
Agreement, the Company will pay the Subscription Agent a fee of
$20,000 and will reimburse the Subscription Agent for reasonable
out-of-pocket expenses.
The Subscription and Escrow Agent Agreement contains customary
indemnification and limitation of liability provisions.
A copy of the Subscription and Escrow Agent Agreement is attached
as Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 2.02. Results of Operations and Financial
Condition.
The disclosure regarding the unaudited preliminary results for the
Company’s third quarter ended September 30, 2019 and other
financial information set forth in Item 7.01 below is incorporated
by reference in response to this Item 2.02.
The unaudited preliminary results and other financial information
discussed in Item 2.02 and Item 7.01 consists of estimates derived
from the Company’s internal books and records and has been prepared
by, and are the responsibility of, the Company’s management. The
preliminary financial data 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 ended December 31, 2018 are
finalized. Therefore, actual results may differ materially from
these preliminary cash projections and financial data and all of
these preliminary cash projections and financial data are subject
to change.
The information in this Item 2.02 is being furnished by the Company
pursuant to Item 2.02 “Results of Operations and Financial
Condition.” In accordance with General Instruction B.2 of Form 8-K,
the information contained in this Item 2.02 shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of
that section. In addition, this information shall not be deemed
incorporated by reference into any of the Company’s filings with
the Securities and Exchange Commission, except as shall be
expressly set forth by specific reference in any such filing.
Item 7.01. Regulation FD Disclosure.
The Company plans to present the attached presentation related to
the Company’s business in connection with meetings with potential
investors in the Rights Offering. A copy of the presentation is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Company has posted a copy of
the presentation in the investor relations section of its
website.
The Offering Statement on Form 1-A/A-2 (File No. 024-11087) filed
November 7, 2019 in connection with the Rights Offering contained
the following disclosures:
Preliminary Third Quarter of 2019 Results and Business
Update
The following unaudited preliminary results for the Company’s third
quarter ended September 30, 2019 are subject to the completion of
the Company’s quarterly closing and review procedures, and have not
been audited or reviewed by the Company’s independent registered
accounting firm, and therefore is subject to change.
(000's omitted and unaudited)
|
|
Preliminary
Sept. 30, 2019
|
|
|
Last Quarter
Reported
June 30, 2019
|
|
|
Year Ago
Quarter
Reported
Sept. 30, 2018
|
|
Selected Balance Sheet Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
799 |
|
|
$ |
1,696 |
|
|
$ |
8,593 |
|
Convertible Debt |
|
|
- |
|
|
|
- |
|
|
|
218 |
|
Shareholder's Equity |
|
|
4,539 |
|
|
|
3,590 |
|
|
|
6,639 |
|
Selected Income Statement Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue for Quarter |
|
$ |
2,225 |
|
|
$ |
2,294 |
|
|
$ |
3,885 |
|
Operating Loss |
|
|
(2,611 |
) |
|
|
(3,352 |
) |
|
|
(3,038 |
) |
Non-Operating Income (Expense) |
|
|
800 |
|
|
|
(1,724 |
) |
|
|
(15,227 |
) |
Net Loss |
|
|
(1,811 |
) |
|
|
(5,076 |
) |
|
|
(18,294 |
) |
Other Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital |
|
$ |
410 |
|
|
$ |
2,579 |
|
|
$ |
5,181 |
|
Backlog: |
|
|
|
|
|
|
|
|
|
|
|
|
POWERHOUSE™ Division |
|
|
7,731 |
|
|
|
7,698 |
|
|
|
- |
|
Solar
Division (excluding exited mainland residential business)
|
|
|
14,480 |
|
|
|
10,965 |
|
|
|
6,477 |
|
Debt-to-Equity Ratio |
|
|
0 |
% |
|
|
0 |
% |
|
|
3 |
% |
Non-operating income (expense) is primarily non-cash expenses that
include changes in the fair value of derivative liabilities, losses
on the extinguishment of debt, and the amortization of debt
discount and deferred loan costs associated with the conversion of
debt to equity.
Backlog represents the dollar amount of revenue that may be
recognized in the future from signed contracts without taking into
account possible future cancellations. Backlog is not a measure
defined by generally accepted accounting principles and is not a
measure of contract profitability. The backlog amounts disclosed
are net of cancellations received and include anticipated revenues
associated with (i) the original contract amounts, and (ii) change
orders for which written confirmations have been received. Backlog
may not be indicative of future operating results. The backlog
amounts for the Company’s Solar Division excludes backlog of the
Company’s mainland residential business, which the Board of
Directors determined to exit on March 29, 2019, as previously
disclosed.
POWERHOUSE™ Revenue and Cash Outflows
For the quarter ended September 30, 2019, the Company had minimal
revenue from POWERHOUSE™ of $0.2 million and accordingly the
Company incurred cash outflows from operations of $0.9 million.
Consolidated Debt and Liabilities
As of November 6, 2019, the Company had consolidated debt of $0 and
liabilities of approximately $6.6 million consisting of trade
payables and accrued liabilities.
Supply Chain and Tariffs on Chinese Imports
The Company engages third-party manufacturers to manufacture
components of the in-roof POWERHOUSE™ solar shingle. The major
components of the POWERHOUSE™ solar shingle consist of the solar
laminate, connectors, wire harnesses, base assembly and integrated
flashing system. The solar laminate, connectors and wire harnesses
are produced by a manufacturer located in China and shipped to the
Company’s U.S. based manufacturer of the baseplate for assembly
into a solar shingle. The solar shingle is then shipped to the
Company’s third-party logistics provider to warehouse and
distribute kitted systems to customers.
The tariffs on solar cells and photovoltaic modules from China
imposed by the Office of the President of the United States have
increased the Company’s cost of goods sold by 26%.
The information under this Item 7.01 and the presentation attached
hereto as Exhibit 99.1 are being furnished by the Company pursuant
to Item 7.01. In accordance with General Instruction B.2 of Form
8-K, the information contained under this Item 7.01 and the
presentation attached hereto as Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of
that section. In addition, this information shall not be deemed
incorporated by reference into any of the Company’s filings with
the Securities and Exchange Commission, except as shall be
expressly set forth by specific reference in any such filing.
Item 8.01. Other Events.
The Company has set the record date as November 27, 2019 for Rights
Holders of record as of such date to receive Rights under the
Rights Offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
|
REAL GOODS
SOLAR, INC. |
|
|
|
|
|
|
By: |
/s/
Alan Fine |
|
|
|
Alan Fine |
|
|
|
Chief Financial
Officer, Chief Administrative Officer Principal Accounting Officer
and Treasurer |
Date: November 12, 2019
Real Goods Solar (PK) (USOTC:RGSE)
Historical Stock Chart
From Dec 2020 to Jan 2021
Real Goods Solar (PK) (USOTC:RGSE)
Historical Stock Chart
From Jan 2020 to Jan 2021