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): November 9, 2009

SOLAR POWER, INC.

(Exact name of registrant as specified in its charter)

California	0-50142	20-4956638
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

1115 Orland Avenue
Roseville, California 95661-5247
(Address and telephone number of principal executive offices) (Zip Code)

(916) 745-0900

(Registrant’s telephone number, including area code)

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))

Section 2.    Financial Information

Item 2.02     Results of Operations and Financial Condition

On November 9, 2009, Solar Power, Inc. issued a press release announcing its results of operations and financial condition for the three and nine months ended September 30, 2009. The full text of the press release is set forth in Exhibit 99.1 attached to this report.

Section 9.    Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits

Exhibit No.	Exhibit Description
99.1	Press release dated November 9, 2009

(Signature Page Immediately Follows)

2

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.

	SOLAR POWER, INC a California Corporation
Dated: November 9, 2009	/s/ Alan M. Lefko
	Alan M. Lefko,
	Vice President Finance

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For additional information contact:

Stephen C. Kircher, CEO	Brion Tanous
Solar Power, Inc.	Clean Tech IR, Inc.
(916) 745-0900	(310) 541-6824
	btanous@cleantech-ir.com

Solar Power, Inc. Announces Third Quarter 2009
Financial Results

ROSEVILLE, Calif.—November 9, 2009 - Solar Power, Inc. (OTCBB:SOPW), a vertically integrated international designer, manufacturer and marketer of photovoltaic (PV) modules and balance-of-system components and installer of PV solar electric systems for U.S. commercial, public and residential customers today announced results for the third quarter and nine months ended September 30, 2009.

Third Quarter of 2009 Results:

Net sales for the third quarter of 2009 were $22.3 million compared to $19.6 million in net sales in the third quarter of 2008, an increase of 13.5% over the comparative period. Gross profit for the third quarter of 2009 was $5.1 million, or 23.1% of sales, compared to $1.9 million, or 9.5% of sales, for the third quarter of 2008. Operating expenses for the third quarter of 2009 were $3.5 million (15.6% of sales) compared to $2.8 million (14.4% of sales) for the same period last year. Other income, net, including interest and taxes was $79 thousand. Net income for the third quarter of 2009 was $1.7 million, or $0.05 per basic share and $0.04 diluted share, compared to a net loss of $1.0 million, or ($0.03) per basic and diluted share, in the third quarter of 2008. Weighted average number of common shares outstanding used in computing basic per share amounts for the three months ended September 30, 2009 was 38,994,000 and the weighted average number of common shares outstanding used in computing the diluted per share amounts for the three months ended September 30, 2009 was 39,201,234. The weighted average number of common shares outstanding used in computing the basic and diluted per share amounts for the three months ended September 30, 2008 was 37,740,368.

Nine Months Ended September 30, 2009 Results:

Net sales for the nine months ended September 30, 2009 were $38.5 million compared to $35.5 million in net sales in the comparative period of 2008, an increase of 8.4%. Gross

profit for the nine months ended September 30, 2009 was $7.3 million, or 19.0% of sales, compared to $3.3 million, or 9.2% of sales, for the comparative period of 2008.

Operating expenses for the nine months ended September 30, 2009 were $9.9 million (25.9% of sales) compared to $9.0 million (25.2% of sales) for the same period last year. Other income, net, including interest and taxes was $43 thousand. Net loss for the nine months ended September 30, 2009 was $2.6 million, or $0.07 per basic and diluted share, compared to a net loss of $5.7 million, or $0.15 per basic and diluted share, in the comparative period of 2008. Weighted average number of common shares outstanding used in computing basic and diluted per share amounts for the nine months ended September 30, 2009 and 2008 were 38,286,787 and 37,671,794, respectively.

Balance Sheet:

Assets include cash and cash equivalents at September 30, 2009 of $9.3 million and accounts receivable (net) and costs and estimated earnings in excess of billings of $21.8 million. Inventory was $5.9 million. Total assets were $40.9 million while total liabilities were $22.2 million. Common shares outstanding at September 30, 2009 were 50,020,826.

Recent Company Highlights:

• The Company completed a private placement to accredited investors of 14,077,000 shares of its common stock with net proceeds of approximately $12.8 million.

• The Company began installation on the 3.5 megawatt P.V. system at Aerojet in Rancho Cordova, CA. The first year environmental benefits of this system equate to offsetting approximately 8,270,000 car miles driven or the clean air benefits realized from planting 976,520 trees.

• Ventura County California Board of Supervisors selected SPI to install 497 kW PV solar systems on two of the county’s buildings.

Management Comments:

“As we have continually stressed, our model is based upon growing top-line revenue, increasing gross margin in a volatile silicon market and managing spending,” said Steve Kircher, CEO & Chairman of SPI. “Our third quarter results highlight our focus on the execution of these key metrics. We continued our momentum from the second quarter, took advantage of a declining silicon market, and achieved gross margins that are actually slightly higher than what we anticipate margins will be in a stabilized market. Credit, especially construction financing is still difficult to obtain but take-out financing for larger projects is loosening up,” Mr. Kircher stated.

“We will be commissioning our 3.5 megawatt project at Aerojet tomorrow and interconnecting shortly thereafter,” Mr. Kircher announced. “This system will be one of the largest systems commissioned this year and is another great reference project for us.”
“Our international business remains very solid and we continue to develop new customers interested in both our top-ranked modules and our suite of proprietary racking systems,” Mr. Kircher said.

“With regard to our plan to develop utility-scale projects, we have exercised our options on two pieces of property that we anticipate we will commence construction on next year,” said Mr. Kircher. “These two projects alone total over 13 megawatts. We have several other utility scale projects that we believe can bring us a large, predictable base of business for the next several years.”

“We expensed over $250,000 in the third quarter while changing the direction of the Yes! business model from a franchise model to a direct distribution model,” Mr. Kircher stated. “We have signed up 6 additional dealers for our Yes! products since September 30, 2009 and received many qualified leads for our Yes! distributorships at the recent solar show held in Anaheim, California,” Mr. Kircher pointed out. “We remain convinced that the residential market will start to grow very fast and that we can participate in this growth through the sale of our already well established solar kits.”

“In short, we are very excited about delivering on our key performance metrics, we’re confident that our solar sales pipeline and opportunities will continue to allow us to drive top line growth and we are proving that we can scale up our top-line while maintaining reasonably flat spending,” Mr. Kircher concluded.

2009 Outlook:

Based on 2009 year to date financial results, current and anticipated commercial installations, and anticipated product sales to international markets, the Company reiterates its projected revenues between $60 to $70 million for 2009.

Conference Call Information:

The conference call will take place at 4:30pm EST on Wednesday, November 11, 2009. Interested participants should call 1-888-549-7704 when calling within the United States or 1-480-629-9857 when calling internationally.

A playback will be available through November 18, 2009. To listen, please call 1-800-406-7325 within the United States or 1-303-590-3030 when calling internationally. Utilize the PIN number 4180621 for the replay.

This call is being webcast by ViaVid Broadcasting and can be accessed by clicking on this link http://viavid.net/dce.aspx?sid=00006CA5, or visiting www.solarpowerinc.net, or at ViaVid’s website at www.viavid.net, where the webcast can be accessed through November 18, 2009.

About Solar Power, Inc.:

Founded in 2005, Solar Power, Inc. is a vertically integrated solar energy solution provider offering the North American commercial and public sector building markets a complete solution through a single brand. The Company’s Yes! Solar, Inc. subsidiary provides the U.S. small- to mid-sized business and residential market segments with

turnkey PV solar systems through a growing dealer distribution network. Throughout Europe, Australia and Asia, the Company sells its products direct to distributors and turnkey solutions providers. Solar Power, Inc. operates from its Roseville, California headquarters.

Safe Harbor Statement:

The earnings release and conference call may contain certain “forward-looking statements” relating to the business of Solar Power, Inc., its subsidiaries and the solar industry, which can be identified by the use of forward looking terminology such as “believes, expects” or similar expressions. The forward looking statements contained in this press release include statements regarding the Company’s ability to execute its growth plan and meet revenue and sales estimates. These statements involve known and unknown risks and uncertainties, including, but are not limited to, general business conditions, managing growth, and political and other business risk. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks and other factors detailed in the Company’s reports filed with the Securities and Exchange Commission. Solar Power, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

SOLAR POWER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)

	As of			As of
	September 30,			December 31,
	2009			2008
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	9,305		$	5,915
Accounts receivable, net of allowance for doubtful accounts of $275 and $49 at September 30, 2009 and December 31, 2008, respectively		8,376			3,010
Costs and estimated earnings in excess of billings on uncompleted contracts		13,462			294
Inventories, net		5,930			4,665
Prepaid expenses and other current assets		1,026			771
Restricted cash		527			527
Total current assets		38,626			15,182
Goodwill		435			435
Restricted cash		273			—
Property, plant and equipment at cost, net		1,561			2,178
Total assets	$	40,895		$	17,795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	17,175		$	3,916
Accrued liabilities		4,316			3,058
Income taxes payable		248			248
Billings in excess of costs and estimated earnings on uncompleted contracts		81			160
Loans payable and capital lease obligations		331			342
Total current liabilities		22,151			7,724
Loans payable and capital lease obligations, net of current portion		65			311
Deferred revenue		—			125
Total liabilities		22,216			8,160
Commitments and contingencies		—			—
Stockholders’ equity
Preferred stock, par $0.0001, 20,000,000 shares authorized, none issued and outstanding at September 30, 2009 and December 31, 2008		—			—
Common stock, par $0.0001, 100,000,000 shares authorized 50.020,826 and 37,771,325 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively		5			4
Additional paid in capital		39,654			28,029
Accumulated other comprehensive loss		(222	)		(222	)
Accumulated deficit		(20,758	)		(18,176	)
Total stockholders’ equity		18,679			9,635
Total liabilities and stockholders’ equity	$	40,895		$	17,795

SOLAR POWER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share data)

	For the Three Months Ended						For the Nine Months Ended
	September			September 30,			September 30,			September 30,
	30, 2009			2008			2009			2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net Sales	$	22,280		$	19,629		$	38,475		$	35,509
Cost of goods sold		17,143			17,762			31,150			32,226
Gross profit		5,137			1,867			7,325			3,283
Operating expenses:
General and administrative		2,105			2,134			6,541			6,808
Sales, marketing and customer service		1,145			558			2,780			1,749
Engineering, design and product management		228			128			626			396
Total operating expenses		3,478			2,820			9,947			8,953
Operating income (loss)		1,659			(953	)		(2,622	)		(5,670	)
Other income (expense):
Interest expense		(6	)		(34	)		(34	)		(108	)
Interest income		1			15			5			120
Other income, net		84			—			72			5
Total other income (expense)		79			(19	)		43			17
Income (loss) before income taxes		1,738			(972	)		(2,579	)		(5,653	)
Income tax expense		—			—			3			3
Net income (loss)	$	1,738		$	(972	)	$	(2,582	)	$	(5,656	)
Net income (loss) per common share
Basic	$	0.05		$	(0.03	)	$	(0.07	)	$	(0.15	)
Diluted	$	0.04		$	(0.03	)	$	(0.07	)	$	(0.15	)
Weighted average number of common shares used in computing per share amounts
Basic		38,994,000			37,740,368			38,286,787			37,671,794
Diluted		39,201,234			37,740,368			38,286,787			37,671,794