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United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2012

OR

Commission File Number 001-34044

REAL GOODS SOLAR, INC.

(Exact name of registrant as specified in its charter)

833 W. SOUTH BOULDER ROAD

LOUISVILLE, COLORADO 80027-2452

(Address of principal executive offices)

(303) 222-8400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

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REAL GOODS SOLAR, INC.

FORM 10-Q

INDEX

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements that involve risks and uncertainties. The words “anticipate,” “believe,” “plan,” “estimate,” “expect,” “strive,” “future,” “intend” and similar expressions as they relate to us are intended to identify such forward-looking statements. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk”, “Risk Factors” and elsewhere in this report. Risks and uncertainties that could cause actual results to differ include, without limitation, the level of government subsidies and economic incentives for solar energy, general economic conditions, adoption of solar energy technologies, consumer trends, customer interest in our products, pricing of energy from solar energy systems and conventional energy sources, risks associated with revenue recognition, the effect of government regulation, changing energy technologies, our geographic concentration, our business plan and strategy, new initiatives we undertake, our inability to make successful acquisitions and integrate acquired businesses into our operations, the availability of capital, our debt service, interest rate fluctuation, our compliance with restrictive covenants imposed by our indebtedness, loss of management and key personnel, our inability to hire additional personnel, brand reputation, litigation, our dependence on suppliers, global supply of and demand for silicon, merchandise and solar panel supply problems, unfair trade practice duties on imports used in our industry, delays in completing solar energy system installations on time, competition, product liabilities, warranty claims, the availability of consumer financing of solar energy systems, our inability to comply with NASDAQ continued listing standards, our dependence on Gaiam, Inc. for certain services, conflicts of interest with Gaiam and Renewable Energy Investment LLC (“Riverside”), security and information systems, legal liability for website content, failure of third parties to provide adequate service, and other risks and uncertainties included in our filings with the Securities and Exchange Commission. We caution you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect our view only as of the date of this report. We undertake no obligation to update any forward-looking information.

PART I – FINANCIAL INFORMATION

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared our unaudited interim condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our consolidated financial position as of March 31, 2012, the interim results of operations for the three months ended March 31, 2012 and 2011, and cash flows for the three months ended March 31, 2012 and 2011. These interim statements have not been audited. The balance sheet as of December 31, 2011 was derived from our audited consolidated financial statements included in our annual report on Form 10-K. The interim condensed consolidated financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2011.

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REAL GOODS SOLAR, INC.

Condensed consolidated balance sheets

See accompanying notes to the interim condensed consolidated financial statements.

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REAL GOODS SOLAR, INC.

Condensed consolidated statements of operations

See accompanying notes to the interim condensed consolidated financial statements.

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REAL GOODS SOLAR, INC.

Condensed consolidated statements of cash flows

See accompanying notes to the interim condensed consolidated financial statements

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Notes to interim condensed consolidated financial statements

1. Organization, Nature of Operations, and Principles of Consolidation

We are a leading residential and commercial solar energy integrator. We were incorporated in Colorado on January 29, 2008 under the name Real Goods Solar, Inc. (“Real Goods Solar”, “we”, “us”, or “our”). Our initial public offering of common stock occurred on May 7, 2008.

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, and they include our accounts and those of our subsidiaries. Intercompany transactions and balances have been eliminated.

The unaudited condensed consolidated financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

2. Significant Accounting Policies

No changes were made to our significant accounting policies during the three months ended March 31, 2012, except for the adoption of the Financial Accounting Standards Board’s accounting standard update that simplified how we test goodwill for impairment and permitted us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit was less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We do not expect the guidance to have a material impact on our consolidated financial statements.

Use of Estimates and Reclassifications

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and disclosures. Although we base these estimates on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from the estimates. We have made certain reclassifications to prior period amounts to conform to the current period presentations.

3. Mergers and Acquisitions

We obtained financial control, through an Agreement and Plan of Merger (the “Merger Agreement”), of 100% of the voting equity interests of Earth Friendly Energy Group Holdings, LLC d/b/a Alteris Renewables, Inc. (“Alteris”) on June 21, 2011 (the “acquisition date”). Alteris sells, designs, installs, and supports renewable energy systems, primarily solar, for both residential and commercial customers. Alteris has more than a dozen offices across seven states. The acquisition closed on December 19, 2011.

The following is supplemental unaudited interim pro forma information for the Alteris acquisition as if we had issued 8.7 million shares of our Class A common stock to acquire this business on January 1, 2010. The pro forma net revenue and cost of goods sold were decreased by $0.6 million and $0.5 million, respectively, for the three months ended March 31, 2011 to reflect Alteris’ adoption of our method, cost to cost, of measuring progress towards completion for jobs accounted for under the percentage of completion method. Additionally, pro forma net loss was adjusted by $0.1 million for the three months ended March 31, 2011, to include amortization of intangible assets and share-based compensation expense related to replacement stock options, both resulting from the acquisition of Alteris. All pro forma adjustments are based on currently available information and upon assumptions that we believe are reasonable in order to reflect, on a supplemental pro forma basis, the impact of this acquisition on our historical financial information.

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4. Revolving Line of Credit

We have a revolving line of credit which provides for advances not to exceed $7.0 million based upon the collateral value of our accounts receivable. All borrowings are collateralized by a security interest in substantially all of our assets other than our interests in Alteris Project Financing Company LLC, and bear interest at (i) the greater of the bank’s prime rate or 4.00%, plus (ii) 1.75% (or 5.75% during an event of default) unless we maintain certain liquidity benchmarks. The line of credit facility will mature on August 31, 2012. The line of credit has a facility fee of 0.5% per year of the average daily unused portion of the available line of credit during the applicable calendar quarter. We may reserve up to $500,000 for stand-by letters of credit under the line of credit. The Loan and Security Agreement establishing the line of credit contains various covenants, including a covenant requiring compliance with a liquidity ratio. At March 31, 2012, we had $6.5 million of outstanding borrowings under this facility.

5. Debt

Most of our debt consists of a $1.7 million loan from Gaiam that must be repaid by December 31, 2012 and is reported in Payable to Gaiam on our condensed consolidated balance sheets at March 31, 2012 and December 31, 2011.

The remainder of our debt, all of which relates to Alteris, consisted of the following at March 31, 2012:

Maturities of debt at March 31, 2012 are as follows:

The notes are subject to both positive and negative restrictions and covenants, which include maintaining certain debt service and adjusted leverage ratios.

6. Capital Lease Obligations

We have vehicles financed under capital leases. The cost of the capitalized leased assets included in property and equipment was $0.8 million and $0.6 million at March 31, 2012 and December 31, 2011, respectively. Accumulated amortization of capitalized leased assets was $0.1 million and $0.1 million at March 31, 2012 and December 31, 2011, respectively. Amortization expense for capitalized leased assets was $38 thousand and none for the three months ended March 31, 2012 and 2011, respectively.

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Our future minimum lease payments and capital lease obligations at March 31, 2012 are as follows:

7. Shareholders’ Equity

During the first quarter of 2012, we issued 9,310 shares of our Class A common stock to our independent directors, in lieu of cash compensation, for services rendered during 2012.

8. Share-Based Payments

During the first quarter of 2012, we granted 187,500 new stock options and cancelled 164,230 stock options under our 2008 Long-Term Incentive Plan. The new stock options vest at 2% per month for the 50 months beginning in the eleventh month after date of grant.

Total share-based compensation expense recognized was $0.2 million and $0.1 million for the three months ended March 31, 2012 and 2011, respectively, and is shown in general and administrative expenses on our condensed consolidated statements of operations.

9. Net Income (Loss) Per Share

Basic net income (loss) per share excludes any dilutive effects of options. We compute basic net income (loss) per share using the weighted average number of common shares outstanding during the period. We compute diluted net income (loss) per share using the weighted average number of common stock and common stock equivalents outstanding during the period. We excluded common stock equivalents of 2,019,000 and 943,000 from the computation of diluted net income (loss) per share for the three months ended March 31, 2012 and 2011, respectively, because their effect was antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share:

10. Related Party Transactions

Upon the closing of the Alteris transaction on December 19, 2011, we received a commitment from Riverside to make us a single loan of up to $3.15 million. On April 30, 2012, we called $3.0 million of Riverside’s loan commitment, which was funded by Riverside on May 4, 2012. We also have a $1.7 million loan from Gaiam that must be repaid by December 31, 2012.

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You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this document. This section is designed to provide information that will assist in understanding our condensed consolidated financial statements, changes in certain items in those statements from period to period, the primary factors that caused those changes and how certain accounting principles, policies and estimates affect the condensed consolidated financial statements.

Overview

We are a leading provider of turnkey commercial and residential solar energy solutions, with more than 13,000 solar systems in place. We also have more than 33 years of experience in solar energy, beginning with the sale in 1978 of the first solar photovoltaic panels in the United States. With 16 offices across the West and the Northeast, we are one of the largest solar energy installers in the U.S.

Our revenues primarily result from the installation of solar energy systems. We also derive a portion of our revenues from the retail sale of renewable energy products. Our expenses primarily consist of labor costs incurred in connection with solar installations, product costs for solar photovoltaic modules and other products sold, and related office and warehouse costs.

During the first quarter of 2012, we made significant progress toward the integration of Alteris and centralization of key operating functions to Colorado, and expect to complete the majority of such work into the second quarter of 2012. We have significantly invested in operating expenses and working capital toward such efforts. This will result in an efficient and scalable infrastructure that can leverage expanded geographical diversity and pursue a new mix of significant residential and commercial customers. While the solar manufacturing industry has struggled based on oversupply and global pricing competition, downstream distributed solar power integrators, including the Company, have benefited from reduced costs. Financing companies have entered the market to enable compelling financing terms for homeowners and businesses, including no money down leasing. We continue to expect strong demand for both residential and commercial solar installations, despite the overall economic weakness in the United States. As one of the few national solar EPC providers, we expect to capitalize on our expanded footprint and the evolving U.S. solar industry.

Results of Operations

The following table sets forth certain financial data as a percentage of revenue for the periods indicated:

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

Net revenue. Net revenue increased $0.8 million, or 4.8%, to $18.3 million during the first quarter of 2012 from $17.4 million during the first quarter of 2011. The revenue growth was primarily attributable to the acquisition of Alteris, partially offset by reduced revenues due to the direct supplying to customers by financing companies of certain components used on residential projects in order for the financiers to take advantage of expiring tax benefits. This unusual sourcing activity during the first quarter of 2012 reduced net revenues, but had no material impact on our gross profit.

Gross profit. Gross profit increased $1.4 million, or 27.8%, to $6.4 million during the first quarter of 2012 from $5.0 million during the first quarter of 2011. As a percentage of net revenue, gross profit increased to 35.2% during the first quarter of 2012 from 28.9% during the first quarter of 2011. The 630 basis point increase in gross profit percentage primarily reflects the impact of the unusual equipment sourcing event mentioned above, as well as improvements with project cost controls and project sales price matrixes over the same period last year.

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Selling and operating expenses. Selling and operating expenses increased $3.6 million, or 85.3%, to $7.9 million during the first quarter of 2012 from $4.3 million during the first quarter of 2011. As a percentage of net revenue, selling and operating expenses increased to 43.4% during the first quarter of 2012 from 24.5% during the first quarter of 2011. The increase in operating expenses is attributable to the consolidation of Alteris. We will complete the integration of the Alteris infrastructure during 2012.

General and administrative expenses. General and administrative expenses increased $0.8 million, or 119.3%, to $1.5 million during the first quarter of 2012 from $0.7 million during the first quarters of 2012. The increase in general and administrative expenses is due to investments in the new corporate headquarters in Colorado, as well as investments in executive and shared service personnel subsequent to the Alteris merger. The new headquarters represented approximately 12% of the increase in general and administrative expense, while investments in accounting personnel, information technology and the executive team represented approximately 33%, 17% and 34% of the increase, respectively

Net income (loss). As a result of the above factors, net loss for the first quarter of 2012 was $1.9 million, or $0.07 per share, as compared to net income of $37 thousand, or $0.00 per share, for the same period last year. The non-GAAP pro forma (including Alteris) net loss for the first quarter of 2011 was $1.5 million, or $0.06 loss per share. Refer to Non-GAAP Pro Forma Financial Measures below.

Non-GAAP Pro Forma Financial Measures

We have utilized the non-GAAP information set forth below as additional devices to aid in understanding and analyzing our financial results for the three months ended March 31, 2012. We believe that these non-GAAP measures will allow for a better evaluation of the operating performance of our business and facilitate meaningful comparison of the results in the current period to those in prior periods and future periods. Reference to these non-GAAP measures should not be considered a substitute for results that are presented in a manner consistent with GAAP.

Reconciliations of the our three months ended March 31, 2011 GAAP net income and net income per share to our Non-GAAP pro forma amounts are set forth below (unaudited, in millions):

A reconciliation of GAAP net income to the non-GAAP net loss is set forth below (unaudited, in millions):

A reconciliation of GAAP net income per share to the non-GAAP net loss per share is set forth below (unaudited):

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Seasonality

Our quarterly net revenue and operating results for solar energy system installations are difficult to predict and have in the past and may in the future fluctuate from quarter to quarter as a result of changes in state, federal, or private utility company subsidies, as well as weather, economic trends and other factors. We have historically experienced seasonality in our solar installation business, with the first quarter representing our slowest installation quarter of the year. Much of the seasonality in our business in past years has been offset by the timing of government activities as well as strong organic growth. With the addition of Alteris, we expect increased seasonal fluctuations due to the severity of winters in the northeast.

Liquidity and Capital Resources

Our capital needs arise from capital related to acquisitions of new businesses, working capital required to fund our purchases of solar photo voltaic modules and inverters, replacements, expansions and improvements to our infrastructure, and future growth. These capital requirements depend on numerous factors, including business acquisitions, the ability to attract new solar energy system installation customers, market acceptance of our product offerings, the cost of ongoing upgrades to our product offerings, the level of expenditures for sales and marketing, the level of investment in support systems and facilities and other factors. The timing and amount of these capital requirements are variable and may fluctuate from time to time and cannot accurately be predicted.

In 2011, we acquired Alteris, a large solar integrator, and we anticipate some additional capital requirements as a result of the acquisition. To the extent we have or can arrange available capital, we plan to continue to pursue acquisitions and other opportunities to expand our sales territories, technologies, and products and increase our sales and marketing programs as needed.

We did not have any material commitments for capital expenditures as of March 31, 2012, and we do not presently have any plans for future material capital expenditures.

On July 22, 2011, Alteris entered into a new financing arrangement with a bank to fund commercial solar installations. Under a master lease agreement between a project finance subsidiary of Alteris and the bank, the project finance subsidiary may form new subsidiaries that will enter into sale leaseback arrangements with solar installation customers to finance specifically designated solar installations. The project finance entities will grant a security interest in substantially all their assets, and the project finance subsidiary’s equity will be pledged by Alteris on a non-recourse basis to the bank. Alteris will provide limited unsecured guarantees of payment and performance of the obligations of the project finance entities, including operating, maintenance and indemnity obligations and payment of certain fees and expenses. This financing arrangement would not generate capital for use in our business, but instead would offer a financing alternative to our commercial installation customers. As of March 31, 2012, there were no commercial solar installations funded under this financing arrangement.

We have a revolving line of credit which provides for advances not to exceed $7.0 million based upon the collateral value of our accounts receivable. All borrowings are collateralized by a security interest in substantially all of our assets other than our interests in Alteris Project Financing Company LLC, and bear interest at (i) the greater of the bank’s prime rate or 4.00%, plus (ii) 1.75% (or 5.75% during an event of default) unless we maintain certain liquidity benchmarks. The line of credit facility will mature on August 31, 2012. The line of credit has a facility fee of 0.5% per year of the average daily unused portion of the available line of credit during the applicable calendar quarter. We may reserve up to $500,000 for stand-by letters of credit under the line of credit. The Loan and Security Agreement establishing the line of credit contains various covenants, including a covenant requiring compliance with a liquidity ratio. At March 31, 2012, we had $6.5 million of outstanding borrowings under this facility. We are currently in negotiations for a line of credit with a larger borrowing capacity to replace our existing line of credit. The new line of credit is expected to be in place within the next couple of months.

Upon the closing of the Alteris transaction on December 19, 2011, we received commitments from Riverside to make us a single loan of up to $3.15 million and from Gaiam to loan us up to $1.7 million. Gaiam funded its loan commitment on December 30, 2011 and it is reported as part of our payable to Gaiam on our consolidated balance sheets at both December 31, 2011 and March 31, 2012 as we intend to repay the loan within one year. We called $3.0 million of Riverside’s loan commitment on April 30, 2012 and Riverside funded its commitment to us on May 4, 2012. The loans are for a period of 12 months, and bear interest at a rate of 10%; if a loan is repaid on or prior to the first anniversary of the date on which the loan was made, the accrued interest is waived. We have not yet made any payments of principal or interest to Gaiam on their $1.7 million loan. The loans are subordinate to all indebtedness for borrowed money owed by us to any lenders unaffiliated with us. Payment

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of the unpaid principal and all accrued but unpaid interest under a loan is accelerated and become immediately due and payable upon the occurrence of certain events related to proceedings under bankruptcy, insolvency, receivership or similar laws, the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for our company or a substantial part of our assets, and our making a general assignment for the benefit of creditors.

Cash Flows

The following table summarizes our primary sources (uses) of cash during the periods presented:

Operating activities. Our operating activities used net cash of $10.6 million and provided net cash of $2.3 million during the first quarters of 2012 and 2011, respectively. Our net cash used by operating activities during the first quarter of 2012 was primarily attributable to decreased accounts payable and accrued liabilities of $13.2 million, our net loss of $1.9 million, decreased deferred revenue and billings in excess of costs on uncompleted contracts $0.9 million and $0.7 million, respectively, and noncash adjustments to our net loss of $0.7 million, partially offset by decreased accounts receivable of $6.2 million and increased payable to Gaiam of $0.9 million. Our net cash provided by operating activities during the first quarter of 2011 was primarily attributable to decreased accounts receivable and inventory of $3.6 million and $0.6 million, respectively, and increased payable to Gaiam of $0.2 million and noncash adjustments to net income of $0.2 million, partially offset by decreased accounts payable, accrued liabilities and deferred revenue of $1.7 million, $0.3 million and $0.4 million, respectively.

Investing activities. Our investing activities provided net cash of $24 thousand and used net cash of $0.1 million during the first quarters of 2012 and 2011, respectively. Our net cash provided by investing activities during the first quarter of 2012 was the result of a decrease in restricted cash of $172 thousand, partially offset by the use of cash to acquire property and equipment of $148 thousand. Our net cash used in investing activities during the first quarter of 2011 was used to acquire property and equipment.

Financing activities. Our financing activities provided net cash of $6.4 million during the first quarter of 2012 primarily from borrowings on our line of credit of $6.5 million, partially offset by payments on debt and capital lease obligations of $0.1 million.

We believe our available cash balance of $7.7 million at March 31, 2012, the cash recently loaned by Riverside, the remaining funds available under the bank line of credit described above and cash expected to be generated from operations should be sufficient to fund our normal business operations for the foreseeable future. Our projected cash needs may change as a result of operational difficulties, possible acquisitions, or other factors. If required by our liquidity needs, we believe that we could obtain debt financing (in addition to or as a substitute for the line of credit discussed above) that would assist us in meeting our cash requirements.

In the normal course of our business, we investigate, evaluate and discuss acquisition, joint venture, noncontrolling investment, strategic relationship and other business combination opportunities in the solar energy markets. For any future investment, acquisition, or joint venture opportunities, we may consider using then-available liquidity, issuing equity securities, or incurring additional indebtedness.

Off-Balance Sheet Arrangements

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as special purpose entities or variable interest entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes.

Risk Factors

We wish to caution you that there are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward looking statements that we make from time to time in filings with the Securities and Exchange Commission, news releases, reports, proxy statements, registration statements and other written communications as well as oral forward looking statements made from time to time by our representatives. These risks and uncertainties include, but are not limited to, those risks listed in our Annual Report on Form 10-K for the year ended December 31, 2011. Except for the historical information contained

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herein, the matters discussed in this analysis are forward-looking statements that involve risk and uncertainties, including, but not limited to, general economic and business conditions, competition, pricing, brand reputation, consumer trends, and other factors which are often beyond our control. We do not undertake any obligation to update forward-looking statements except as required by law.

Not applicable.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at the end of such period, our disclosure controls and procedures were effective in alerting them, on a timely basis, to material information required to be disclosed in the reports that we file or furnish under the Exchange Act.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

From time to time, we are involved in legal proceedings that we consider to be in the normal course of business. We do not believe that any of these proceedings will have a material adverse effect on our business.

No material changes.

Erik Zech, our former Chief Financial Officer, resigned from the Company effective March 31, 2012. On March 31, 2012, we entered into a Confidential Separation Agreement and Release of Claims with him pursuant to which we will pay Mr. Zech cash severance in the form of salary continuance for five weeks, in an aggregate amount of $19,231. Additionally, in connection with Mr. Zech’s resignation, we entered into a Consulting Agreement with him pursuant to which he agreed to serve as a consultant to us from and after May 5, 2012 through October 4, 2012 for which he will receive approximately $16,666 per month. The Company has attached hereto as Exhibits 10.1 and 10.2, respectively, copies of the Confidential Separation Agreement and Release of Claims and the Consulting Agreement. The foregoing summaries are qualified in their entirety by the contents of the Confidential Separation Agreement and Release of Claims and the Consulting Agreement.

We appointed John Coletta, age 46, to replace Mr. Zech as our Chief Financial Officer. Mr. Coletta began his employment with us on March 19, 2012 and became our Chief Financial Officer on April 1, 2012. Mr. Coletta earns an annual base salary of $250,000 and is entitled to receive an annual bonus of up to 50%, with a guaranteed amount of 25%, of his annual base salary for 2012. Upon his appointment, we granted Mr. Coletta stock options exercisable into 115,000 shares of our Class A common under our Incentive Plan. The stock options have an exercise price of $1.38 per share and vest over five years, 2% each month commencing on February 1, 2013.

From October 2008 to January 2012, Mr. Coletta was the Global Chief Financial Officer and President of Cartridge World, the world’s largest dedicated specialty retailer of ink and toner printer cartridges with manufacturing and retail operations in more than 60 countries. Mr. Coletta managed the global accounting and finance teams, and developed an integrated financial organization on the heels of their acquisition roll up of numerous country operations, and in managing corporate national accounts, Mr. Coletta co-developed many joint venture arrangements. From May 1998 to April 2008, Mr. Coletta was the Chief Executive Officer, Executive Vice President and corporate secretary at Rock Bottom Restaurants, a now public then private company with operations in 30 states across three major brands of restaurant chains including franchising operations. Mr. Coletta managed the accounting, finance, tax, purchasing, IT, human resources, strategy management, legal, licensing, and tax functions for Rock Bottom Restaurants. From May 1989 until May 1998, Mr. Coletta was an employee of Arthur Andersen LLP, an accounting firm, serving numerous public and private

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companies in the Audit & Business Advisory Division, including utility, construction, private equity and retail clients. Mr. Coletta brings extensive experience in mergers and acquisitions, finance, joint ventures, strategy management and a level of expertise in “nuts and bolts” administrative systems and support which will be instrumental to the growth plans for Real Goods Solar, during rapid organic and acquisition growth. Mr. Coletta is an active licensed CPA in Colorado.

On May 8, 2012, Nasdaq staff informed us that when Gaiam converted 100% of our Class B common shares to Class A common shares, we became subject to the Nasdaq Stock Market Rule 5605(b)(1) regarding board composition, and also that Nasdaq Stock Market Rule 5615(c)(3) would allow us twelve months from the date Real Goods Solar ceased to be a “controlled company” to phase-in compliance with the rule’s requirement. We are currently researching whether the Gaiam and Riverside shareholders’ agreement, which represents approximately 68% of our voting rights (as filed with the SEC), has an impact on our “controlled company” status.

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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