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 16, 2009 (November 16, 2009)

PREMIER POWER RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in Charter)

Delaware	333-140637	13-4343369
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

4961 Windplay Drive, Suite 100

El Dorado Hills, CA 95762

(Address of Principal Executive Offices)

(916) 939-0400

(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))

Item 2.02                      Results of Operations and Financial Condition.

On November 16, 2009, the Registrant issued a press release announcing financial results for the third quarter ended September 30, 2009.  A copy of the earnings release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.  

Item 7.01                      Regulation FD Disclosure.

The Registrant will hold a conference call on Monday, November 16, 2009 at 1:30 p.m. PST (4:30 p.m. EST).  This call will be webcast on the Registrant’s website at www.premierpower.com. To participate on the call, please dial (877) 941-4778 if you are located in the United States and (480) 629-9763 if you are located outside the United States and request the “Premier Power” conference call.  A telephone replay will be available for two hours after the call through November 23, 2009 by dialing (800) 406-7325 if you are located in the United States and (303) 590-3030 if you are located outside the Untied States, and all parties will need the following replay pass code: 4183692.

The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits

(d)            Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated November 16, 2009

2

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.

	PREMIER POWER RENEWABLE ENERGY, INC. (Registrant)
Date: November 16, 2009	By:	/s/ Dean Marks
		Dean Marks Chief Executive Officer and President

3

EX-99.1

FOR IMMEDIATE DISTRIBUTION

Premier Power Reports Third Quarter 2009 Financial Results

· Revenues Increases 53% from Second Quarter

· Gross Margin Increases 11 Points Year-Over-Year

· Acquires Strategic Italian Subsidiary

El Dorado Hills, CA, November 16, 2009 – Premier Power Renewable Energy, Inc. (OTCBB: PPRW.OB), a global leader in the development, design, engineering and construction of solar power systems for commercial, government and utility markets in the U.S., Spain and Italy, today reported financial results for its third quarter ended September 30, 2009.

“We are pleased with the continued progress we made during the third quarter, despite the difficult economic and business environment,” said Dean Marks, chief executive officer of Premier Power. “While the challenging economic environment and tight credit markets have impacted our revenue in the first nine months of the year, we have made significant progress in expanding Premier’s global footprint and market opportunity.  With the acquisition of Arco Energy in the third quarter, we further expanded our market leadership positions in Europe. We continue to see significant growth opportunities in Spain and Italy. Our U.S. order backlog and pipeline are larger than it has ever been and we are starting to see signs that the U.S. market is beginning to break loose. Overall, we are very optimistic about our business prospects as we look towards the remainder of the year and expect to deliver solid growth and shareholder value.”

Key Highlights

· U.S. commercial revenue in the third quarter was $3.2 million, up $1.8 million or 138%, a clear sign the U.S. market is rebounding, despite the financial crisis.

· Premier Power currently has 20 MWs under development in Italy.  Premier has completed construction on the first MW of the 20 Mws.  Each MW represents approximately $5.5MM in revenue.  Premier plans to recognize the revenue on this first MW in either Q4 or Q1 of next year.  Premier has another 4 MWs currently under construction with mounting structures being put in the ground, which equates to approximately $23MM in revenue.

· Premier's Spanish business has secured contracts for over 4MWs this year, representing 100% growth over last year.  As a result there has been a significant increase in backlog in the first nine months with quarter over quarter increases.

· Premier recently added a new office in Barcelona to compliment its Madrid and Pamplona operations, and has begun securing sales in the region.

· Excluding one-time charges for the acquisition of our new Italian subsidiary operating expenses declined as compared to the second quarter.

· The decline in solar module prices have resulted in a gross margin increase of 11 points in the third quarter as compared to the second quarter

Third Quarter & Nine Months Business Summary

Revenue for the third quarter was $6.3 million, compared to $9.3 million in the third quarter of 2008, and $4.1 million in the second quarter of 2009. The third quarter was the first quarter of revenue from our newly acquired Italian subsidiary, which contributed approximately $337,000 of revenue, which does not include an estimated $3.6 million in revenue from our first large scale Italian power plant, which has already been constructed and will be recognized in the coming quarters.

The Company reported a third quarter GAAP net loss of $988,000, or a loss of $0.04 per share, compared to a net income of $338,000, or income of $0.01 per diluted share, for the third quarter last year, and a net loss of 259,000, or a loss of $0.01 per share, for the second quarter of 2009.

For the nine months ended September 30, 2009, revenue was $15.2 million, compared to $27.2 million in the nine months ended September 30, 2008.  The nine months ended September 30, 2009 was the first period of revenue from our newly acquired Italian subsidiary, which contributed approximately $337,000 of revenue, which does not include an estimated $3.6 million in revenue from our first large scale Italian power plant, which has already been constructed and will be recognized in the coming quarters.   For the nine months ended September 30, 2009, the Company reported a net loss of $526,000, or a loss of $0.02 per share, compared to net income of $613,000 or $0.03 per diluted share for the same period in 2008.

Total cash and cash equivalents were $3.7 million on September 30, 2009, compared to $3.6 million for the period ended June 30, 2009. Project assets increased from zero to over $3.1 million in the third quarter, which reflects Premier’s new focus on development and construction activities that will translate to revenues in subsequent quarters.

Investor Conference Call Information

The earnings conference call to discuss the third quarter earnings is scheduled for Monday, November 16, 2009 at 1:30 pm PT. To participate on this conference call, please dial (877) 941-4778 for calls within the U.S. and (480) 629-9763 for calls from international locations, and request the “Premier Power” conference call. The call will also be broadcast live over the Internet and will be available for replay for 90 days following the call at www.premierpower.com. A telephone replay will be available two hours after the call through November 23, 2009 by dialing (800) 406-7325 in the United States and (303) 590-3030 for international callers. All parties will need the following replay pass code 4183692.

About Premier Power

Premier Power Renewable Energy, Inc. is a leading global provider of large and small-scale solar power systems, delivering unmatched experience to commercial, governmental and residential customers throughout North America and Europe. Premier Power designs, engineers and integrates the solar industry's leading products. Premier Power's technologies and services have enabled its customers to maximize clean energy output along with project savings. Today, Premier Power designs and deploys the most innovative solar electric systems through market-leading innovation and exceptional customer service. Premier Power is headquartered in El Dorado Hills, CA and trades on the OTC Bulletin Board under the symbol PPRW.OB. Additional information is available at the Company's website at www.premierpower.com.

FORWARD-LOOKING STATEMENTS

This release contains certain "forward-looking statements" relating to the business of Premier Power Renewable Energy, Inc. (“Premier”), which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to reliance on a limited number of customers, market demand, cyclical nature of our markets, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Premier's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting Premier will be those anticipated by Premier. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Premier 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 laws.

Contact:

Investor Contact:

Todd Kehrli & Charles Messman

MKR Group, Inc.

323-468-2300

pprw@mkr-group.com

PREMIER POWER RENEWABLE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
	September 30, 2009			December 31, 2008
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,666,219		$	5,770,536
Accounts receivable, net of allowance for doubtful accounts of
$18,000 at September 30, 2009 and December 31, 2008		3,215,761			4,767,653
Inventory		2,089,883			1,424,910
Project assets		3,108,372			-
Prepaid expenses and other current assets		284,201			259,328
Costs and estimated earnings in excess of billings
on uncompleted contracts		1,136,653			235,929
Sales tax receivable		161,918			93,775
Deferred tax assets		262,709			228,835
Total current assets		13,925,716			12,780,966
Property and equipment, net		512,489			474,905
Intangible assets		962,852			1,048,420
Goodwill		12,465,857			483,496
Deferred tax assets, long-term		1,427,421			24,867
Total assets	$	29,294,335		$	14,812,654
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,280,346		$	3,707,141
Accrued liablilities		893,597			1,368,018
Billings in excess of costs and estimated earnings
on uncompleted contracts		753,498			1,206,403
Taxes payable		410,385			184,470
Borrowings, current		144,500			38,311
Total current liabilities		6,482,326			6,504,343
Borrowings, non-current		2,136,589			92,407
Contingent consideration liability		12,026,400			-
Defered tax liabilities, long-term		343,279			343,279
Total liabilities		20,988,594			6,940,029
Shareholders' equity:
Series A convertible preferred stock, par value $.0001 per share: 5,000,000 shares
designated; 20,000,000 shares of preferred stock authorized; 3,500,000
shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively		350			350
Series B convertible preferred stock, par value $.0001 per share: 2,800,000 shares designated out of 20,000,000 shares
of preferred stock authorized; 2,800,000 and 0 shares issued and outstanding
at September 30, 2009 and December 31, 2008, respectively		280			-
Common stock, par value $.0001 per share; 500,000,000 shares authorized;
29,050,250 and 26,048,075 shares issued and outstanding at
September 30, 2009 and December 31, 2008, respectively		2,605			2,605
Additional paid-in-capital		17,598,750			7,542,064
(Accumulated deficit) retained earnings		(9,480,855	)		369,296
Accumulated other comprehensive income (loss)		11,155			(41,690	)
Total Premier Power Renewable Energy, Inc., shareholders' equity		8,132,285			7,872,625
Noncontrolling interest		173,456			-
Total shareholders' equity		8,305,741			7,872,625
Total liabilities and shareholders' equity	$	29,294,335		$	14,812,654

PREMIER POWER RENEWABLE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008
	For Three Months ended September 30,						For Nine Months ended September 30,
	2009			2008			2009			2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net sales	$	6,284,590		$	9,236,108		$	15,192,289		$	27,224,925
Cost of sales		(4,901,252	)		(8,233,171	)		(12,901,906	)		(23,502,924	)
Gross profit		1,383,338			1,002,937			2,290,383			3,722,001
Operating expenses:
Sales and marketing		601,281			576,451			1,973,585			1,571,826
General and administrative		1,842,370			515,163			4,245,111			1,427,653
Total operating expenses		2,443,651			1,091,614			6,218,696			2,999,479
Operating (loss) income		(1,060,313	)		(88,677	)		(3,928,313	)		722,522
Other income (expense):
Interest expense		(29,687	)		(16,912	)		(37,857	)		(55,957	)
Change in fair value of financial instruments		-			-			2,183,498			-
Interest income		2,091			50			30,529			21,867
Total other income (expense), net		(27,596	)		(16,862	)		2,176,170			(34,090	)
(Loss) income before income taxes		(1,087,909	)		(105,539	)		(1,752,143	)		688,432
Income tax benefit		91,502			352,762			1,217,989			148,428
Net (loss) income		(996,407	)		247,223			(534,154	)		836,860
Less:  Net loss (income) attributable to noncontrolling interest		8,589			90,728			8,589			(224,315	)
Net (loss) income attributable to Premier Power Renewable Energy, Inc.	$	(987,818	)	$	337,951		$	(525,565	)	$	612,545
Earnings Per Share attributable to Premier Power Renewable Energy, Inc:
Basic	$	(0.04	)	$	0.02		$	(0.02	)	$	0.03
Diluted	$	(0.04	)	$	0.01		$	(0.02	)	$	0.03
Weighted Average Shares Outstanding:
Basic		26,048,294			22,268,639			26,048,932			21,533,243
Diluted		26,048,294			23,067,552			26,048,932			21,802,474

PREMIER POWER RENEWABLE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008
	For Nine Months Ended
	September 30, 2009			September 30, 2008
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net (loss) income		(534,154	)		836,860
Adjustments to reconcile net (loss) income provided by
(used in) operating activities:
Employee stock compensation		376,686			-
Depreciation and amortization		308,804			73,286
Settlement of warrant liability		(2,183,498	)		-
Changes in operating assets and liabilities:
Accounts receivable		1,906,258			(5,292,474	)
Sales tax receivable		(63,812	)		-
Inventory		(372,632	)		(5,519,001	)
Prepaid expenses and other assets		(23,264	)		25,342
Project assets		(3,068,025	)		-
Costs and estimated earnings in excess of billings
on uncompleted contracts		(866,077	)		(603,588	)
Accounts payable		145,794			2,424,216
Accrued liabilities		(537,774	)		719,288
Billings in excess of costs and estimated earnings
on uncompleted contracts		(360,961	)		5,323,707
Taxes payable		(145,506	)		-
Deferred taxes		(1,436,428	)		(203,542	)
Net cash used in operating activities		(6,854,589	)		(2,215,906	)
Cash flows from investing activities:
Acquisition of property and equipment		(113,018	)		(89,833	)
Net cash paid for Rupinvest acquisition		(1,977	)		-
Proceeds from sale of property and equipment		-			5,480
Net cash used in investing activities		(114,995	)		(84,353	)
Cash flows from financing activities:
Principal payments on borrowings		(33,649	)		(50,745	)
Sale of noncontrolling interest		175,600			-
Proceeds from borrowings		2,152,434			1,250,000
Proceeds from issuance of preferred stock and warrants		3,000,000			5,712,128
Repayment from shareholders		-			23,458
Distributions		-			(452,000	)
Cost related to share registration		(460,809	)		-
Net cash provided by financing activities		4,833,576			6,482,841
Effect of foreign currency		15,334			(14,380	)
(Decrease) increase in cash and cash equivalents		(2,120,674	)		4,168,202
Cash and cash equivalents at begining of period		5,786,893			1,278,651
Cash and cash equivalents at end of period	$	3,666,219		$	5,446,853
Supplemental cash flow information:
Interest paid	$	35,417		$	16,912
Taxes paid	$	140,535		$	55,113
Non-cash investing and financing activities:
Common stock issued to acquire noncontrolling interest	$	-		$	1,489,234
Issuance of notes to acquire equipment	$	-		$	62,983
Net cash paid for Rupinvest acquisition:
Tangible assets	$	615,970
Intangible assets		12,087,370
Total assets		12,703,340
Liablilities assumed		(658,648	)
Purchase price		12,044,692
Less:
Contingent consideration liability		(12,026,400	)
Cash acquired		(16,315	)
Net cash paid for Rupinvest acquisition	$	1,977