Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of August 2011


Commission File Number: 001-33911


RENESOLA LTD
 
No. 8 Baoqun Road, YaoZhuang
Jiashan, Zhejiang 314117
People’s Republic of China
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 
82-      N/A     
 
 
1

 
 
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, thereunto duly authorized.
 
  RENESOLA LTD  
     
       
 
By:
/s/ Xianshou Li  
  Name:   Xianshou Li  
  Title: Chief Executive Officer  
 
Date: August 9, 2011
 
 
2

 
 
Exhibit Index
 
Exhibit No.
 
Description
     
99.1
 
Press release

 
3

 
 
Unassociated Document
Exhibit 99.1
 
ReneSola Ltd Announces Second Quarter 2011 Results

Company records revenues of US$249.3 million;
Achieves gross margin of 18.4% despite lower ASPs;
Virtus wafer capacity reaches 900 MW

JIASHAN, China, August 9, 2011 – ReneSola Ltd (“ReneSola” or the “Company”) (NYSE: SOL), a leading global manufacturer of solar products, today announced its unaudited financial results for the quarter ended June 30, 2011.

Second Quarter 2011 Financial and Operating Highlights

·  
Total solar product shipments in Q2 2011 were 295.5 megawatts (“MW”), compared to 330.4 MW in Q1 2011.

·  
Q2 2011 net revenues were US$249.3 million, a decrease of 30.6% from US$359.2 million in Q1 2011.

·  
Q2 2011 gross profit was US$45.9 million and gross margin was 18.4%, compared to US$101.2 million and 28.2% in Q1 2011.

·  
Q2 2011 operating income was US$23.0 million and operating margin was 9.2%, compared to US$75.6 million and 21.0% in Q1 2011.

·  
Q2 2011 net income was US$1.8 million, representing basic and diluted earnings per share of US$0.01, and basic and diluted earnings per American depositary share (“ADS”) of US$0.02.
 
·  
Cash and cash equivalents plus restricted cash reached US$480.8 million as of June 30, 2011, compared to US$435.9 million as of March 31, 2011.

“Both wafer and module prices fell faster than expected in the second quarter as European subsidy cuts weakened demand and led to oversupply in the industry,” said Mr. Xianshou Li, ReneSola’s chief executive officer. “Although this affected both our top and bottom lines, we were able to maintain a gross margin of 18.4% with our industry-low wafer processing costs and growing in-house polysilicon production. Our new Virtus wafer, a multicrystalline wafer that can achieve cell efficiency rates of up to 18.2%, has an even higher profit margin than our existing wafers and has been well-received by clients with its high efficiency-to-price ratio. We expect Virtus wafers to replace all of ReneSola’s existing multicrystalline wafers by the end of 2011. As the solar market matures, we will continue to focus on wafer production to capitalize on our brand name, scale of operations and innovative technologies to lead the industry in cost-competitive solar manufacturing.”

Henry Wang, ReneSola's chief financial officer, commented, “We continued to execute our cost reduction strategy in the second quarter. Although wafer processing cost rose $0.02 per watt in the second quarter, the increase was primarily due to our transition to Virtus wafer production, which has not yet reached full efficiency. As we continue to improve Virtus wafer production, we expect our wafer processing cost to decrease to US$0.19 per watt by the end of 2011. Our cost control can also be accredited to our prudent polysilicon purchasing and the decrease in our internal polysilicon cost to approximately $40 per kilogram at the end of the second quarter. Our cost-competitive solar manufacturing platform is further bolstered by our efficient operational management and strong balance sheet. Our inventories remain stable, with only modules increasing slightly, illustrating sound market judgment and inventory control. We also hold one of the largest cash positions in the industry, allowing us to make strategic investments to increase efficiency or make debt repurchases, such as buying back our convertible bonds, which we have done and may continue to do from time to time. Despite relatively tough market conditions, we are confident we are well positioned for long-term growth.”
 
 
1

 
 
 
Second Quarter 2011 Results

Total Solar Product Shipments

 
2Q11
1Q11
2Q10
Q-o-Q%
Y-o-Y%
Total Solar Product Shipments (MW)
295.5
330.4
258.3
(10.6%)
14.4%
Wafer Shipments (MW)
230.5
243.5
206.7
(5.3%)
11.5%
Module Shipments (MW)
65.0
86.9
50.6
(25.2%)
28.5%

The sequential decrease in wafer shipments was affected by the transition toward Virtus wafer production, which resulted in a temporary loss of 25 MW of capacity for Q2 2011. The Company operates its wafer production near its operational capacity to meet customer demand.

Net Revenues

 
2Q11
1Q11
2Q10
Q-o-Q%
Y-o-Y%
Net Revenues (US$mln)
$249.3
$359.21
$253.9
(30.6%)
(1.8%)

The sequential decrease in revenues was driven by a decline in the average selling price (“ASP”) of solar wafers and modules to US$0.69 per watt (“W”) and US$1.53/W, respectively, as well as a relatively large decrease in module shipments and a slight decrease in wafer shipments.

Gross Profit

 
2Q11
1Q11
2Q10
Q-o-Q%
Y-o-Y%
Gross Profit (US$mln)
$45.9
$101.21
$76.6
(54.6%)
(40.1%)
Gross Margin
18.4%
28.2%
30.2%
-
-

The sequential decrease in gross margin was primarily due to the decline in solar wafer and module ASPs as well as the transition toward Virtus wafer production, offset by a decline in polysilicon prices.

Operating Income

 
2Q11
1Q11
2Q10
Q-o-Q%
Y-o-Y%
Operating Expenses (US$mln)
$22.9
$25.6
$24.2
(10.5%)
(5.2%)
Operating Income (US$mln)
$23.0
$75.6
$52.5
(69.6%)
(56.2%)
Operating Margin
9.2%
21.0%
20.7%
-
-

The decrease in operating expenses was primarily due to the mixed impact from lower general and administrative expenses as a result of overall expense control and decreased R&D spending in line with reduced revenues. Operating margins represented 9.2% of total revenues in Q2 2011, a decrease from 21.0% in Q1 2011.

Foreign Exchange Gain (Loss)

The Company had a foreign exchange gain of US$0.9 million in Q2 2011, primarily due to the appreciation of the Euro against USD. The Company also recognized a US$1.4 million loss in the fair value of foreign exchange forward contracts, compared to a loss of US$19.8 million in Q1 2011, as the Euro appreciated more than the forward rate hedged. The Company also recognized an investment loss of US$7.8 million, relating to the Company’s foreign exchange forward contracts.
 
 

1 In Q2 2011, the Company presented the sale of some of its raw materials, comprised primarily of extra tips and edges produced in the wafer slicing process, as sales of raw materials, and as such are included in revenue and gross profit. This change in presentation was retrospectively applied for Q1 2011.
 
 
2

 
 
 
Net Income Attributable to Holders of Ordinary Shares

 
2Q11
1Q11
2Q10
Net Income (US$mln)
$1.8
$43.3
$36.1
Diluted Earnings Per Share
0.01
0.24
$0.21
Diluted Earnings Per ADS
0.02
0.49
$0.42

Business Highlights

Wafer Business

The Company’s solar wafer business achieved a gross margin of 14.3% in Q2 2011, impacted by the decline in solar wafer ASPs. In Q2 2011, the Company’s non-silicon wafer processing cost was US$0.26/W, a slight increase from US$0.24/W in Q1 2011 primarily due to the transition toward Virtus wafer production, which is expected to replace production of the Company’s existing multicrystalline wafers by the end of the year. Virtus wafer production is currently operating at an annual production capacity of 900 MW. The Company also reduced its polysilicon raw material cost to approximately US$54.10 per kilogram (“kg”), well below the market spot price. The Company will continue its cost reduction efforts through advancements in technology and manufacturing, and expects its processing cost to reach US$0.19/W by the end of 2011 as the Company begins steel wire production and undertakes slurry recycling.
 
Module Business

The Company delivered solar module shipments of 65.0 MW with an ASP of US$1.53/W in Q2 2011. Module shipments declined 25.2% quarter-over-quarter. The Company expects to continue to reduce its module processing cost and expand its module sales force internationally.

Polysilicon Update

The Company’s Sichuan polysilicon plant continued to make increasing contributions to profitability in Q2 2011. In Q2 2011, the Company produced approximately 787 metric tons (“MT”) of polysilicon, an increase from approximately 750 MT in Q1 2011. The Company’s polysilicon production cost was reduced to approximately US$40/kg by the end of Q2 2011, compared to approximately US$45/kg at the end of Q1 2011.

The Company now expects to expand its polysilicon production capacity to 8,500 MT by Q2 2012, due to a deferment of ongoing capital expenditures. In Q3 2011, the Company expects polysilicon production to decrease to between 600 MT and 700 MT as a result of temporary electricity shortages from government-sponsored infrastructure upgrades and facility improvements. The Company is still targeting to reduce production cost to US$35/kg by the end of 2011.

Strong Cash Position

Net cash and cash equivalents plus restricted cash were US$480.8 million at the end of Q2 2011, compared to US$435.9 million at the end of Q1 2011. Total debt was US$560.7 million in Q2 2011, compared to US$522.8 million in Q1 2011, excluding the US$200 million of convertible notes offered in the first and second quarters.

Capital expenditures were US$22.8 million for Q2 2011. Short-term borrowings were US$428.0 million in Q2 2011, an increase from US$404.0 million in Q1 2011. Short-term borrowings consisted of US$174.5 million in trade finance, US$181.9 million in short-term facilities and US$71.6 million as the short-term portion of the long-term debt.
 
 
3

 
 
 
The Company repurchased a portion of its convertible bonds in Q3 2011. As in previous quarters, the Company may repurchase its convertible bonds from time to time.

2011 Capacity Expansion Plans and Related CAPEX

The Company expects to reduce its capital expenditures for the full year 2011 from $350 million to $270 million as a result of the deferment of a portion of the Company’s polysilicon production capacity expansion into the first half of 2012. The Company expects to spend the $270 million in 2011 to expand wafer production capacity from the current 1.3 gigawatts (“GW”) to 2.0 GW, consisting of 1.8 GW of Virtus wafers and 200 MW of monocrystalline wafers, expand module production capacity from the current 400 MW to 600 MW and launch steel wire production with an annualized capacity of 8,400 MT. The Company also expects to spend a significant portion of its 2011 capital expenditure to increase polysilicon production from the current 3,000 MT to 8,500 MT by the end of Q2 2012.

Outlook

In Q3 2011, the Company expects total solar wafer and module shipments to be in the range of 330 MW to 350 MW, revenues to be in the range of US$220 million to US$240 million and gross profit margin to be in the range of 6% to 8%, as market conditions continue to be challenging.  The Company is also withdrawing its guidance for the full year.

Conference Call Information

ReneSola's management will host an earnings conference call on Tuesday, August 9, 2011 at 8 am U.S. Eastern Time (8 pm Beijing/Hong Kong time).

Dial-in details for the earnings conference call are as follows:
 
U.S. / International:
+1-617-614-3453
Hong Kong:
+852-3002-1672
 
Please dial in 10 minutes before the call is scheduled to begin and provide the passcode to join the call. The passcode is "ReneSola Call".

A replay of the conference call may be accessed by phone at the following number until August 16, 2011:
 
International:
+1-617-801-6888
Passcode:
83559070
 
Additionally, a live and archived webcast of the conference call will be available on the Investor Relations section of ReneSola's website at http://www.renesola.com.

About ReneSola

ReneSola is a leading global manufacturer of solar wafers and producer of solar power products based in China. Capitalizing on proprietary technologies, economies of scale, low-cost production capabilities and technological innovations and know-how, ReneSola leverages its in-house virgin polysilicon and solar cell and module production capabilities to provide its customers with high-quality, cost-competitive solar wafer products and processing services. The Company possesses a global network of suppliers and customers that includes some of the leading global manufacturers of solar cells and modules. ReneSola’s ADSs are traded on The New York Stock Exchange (NYSE: SOL). For more information about ReneSola, please visit http://www.renesola.com.
 
 
4

 
 
 
Safe Harbor Statement

This press release contains statements that constitute ''forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when the Company describes what it "believes," "expects" or "anticipates" will occur, what "will" or "could" happen, and other similar statements), you must remember that the Company’s expectations may not be correct, even though it believes that they are reasonable. The Company does not guarantee that the forward-looking statements will happen as described or that they will happen at all. Further information regarding risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements is included in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s annual report on Form 20-F. The Company undertakes no obligation, beyond that required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though the Company’s situation may change in the future.

For investor and media inquiries, please contact:

In China:
 
Mr. Tony Hung
ReneSola Investor Relations
Tel:
+86-573-8473-9011
Email:
ir@renesola.com

Mr. Derek Mitchell
Ogilvy Financial, Beijing
Tel:
+86-10-8520-6284
Email:
sol@ogilvy.com
 
In the United States:
 
Ms. Jessica Barist Cohen
Ogilvy Financial, New York
Tel:
+1-646-460-9989
Email:
sol@ogilvy.com

 
 
5

 
 
 
RENESOLA LTD
 Unaudited Consolidated Balance Sheet
 (US dollars in thousands)
 
   
June 30,
   
Mar 31,
   
Dec 31,
   
June 30,
 
   
2011
   
2011
   
2010
   
2010
 
ASSETS
                       
Current assets:
                       
Cash and cash equivalents
    438,124       388,648       290,702       171,208  
Restricted cash
    42,690       47,234       33,640       75,384  
Available-for-sale investment
    3,541       4,754       3,332       4,975  
Accounts receivable, net of allowances for doubtful accounts
    104,651       124,659       81,540       102,629  
Inventories, net of inventory provision
    162,571       152,409       170,599       164,770  
Advances to suppliers-current
    34,160       31,344       26,315       18,917  
Amounts due from related parties
    364       376       389       412  
Value added tax recoverable
    51,058       56,279       44,102       44,341  
Income tax recoverable
    4,939       2,976       4,021       811  
Prepaid expenses and other current assets
    16,795       10,142       16,946       10,783  
Deferred convertible bond issue costs-current
    1,431       909       -       -  
Derivative assets
    3,252       3,285       11,660       -  
Deferred tax assets-current
    16,923       13,901       14,763       25,124  
Total current assets
    880,499       836,916       698,009       619,354  
                                 
Property, plant and equipment, net
    879,935       842,616       801,472       743,079  
Prepaid land use right
    48,643       41,039       37,189       25,351  
Intangible assets
    3,629       -       -       425  
Deferred tax assets-non-current
    9,995       8,192       8,526       27,723  
Deferred convertible bond issue costs-non-current
    5,313       5,417       -       -  
Advances to suppliers-non-current
    24,697       25,249       13,743       7,204  
Advances for purchases of property, plant and equipment
    12,396       26,845       26,930       13,402  
Other long-lived assets
    2,763       3,274       2,753       2,669  
Goodwill
    5,638       5,323       5,323       5,323  
Total assets
    1,873,508       1,794,871       1,593,945       1,444,530  
                                 
LIABILITIES AND SHAREHOLDERS' EQUITY
                               
                                 
Current liabilities:
                               
Short-term borrowings
    427,961       404,002       400,798       388,028  
Accounts payable
    162,439       177,706       220,798       190,779  
Advances from customers-current
    64,631       60,070       57,396       51,276  
Amounts due to related parties
    -       25       25       24  
Other current liabilities
    111,316       94,342       79,633       69,695  
Income tax payable
    7,347       18,754       16,438       4,463  
Deferred tax liabilities
    3,350       1,908       1,778       70  
Derivative liabilities
    13,998       12,651       1,381       431  
Total current liabilities
    791,042       769,458       778,247       704,766  
                                 
Convertible bond payable-non-current
    200,000       175,000       -       -  
Long-term borrowings
    132,745       118,809       121,515       189,073  
Advances from customers-non-current
    70,641       76,734       76,080       90,198  
Warranty
    11,087       9,980       8,701       4,365  
Other long-term liabilities
    38,361       26,789       22,937       8,546  
Total liabilities
    1,243,876       1,176,770       1,007,480       996,948  
                                 
Shareholders' equity
                               
Common shares
    422,314       422,254       422,039       414,585  
Additional paid-in capital
    2,133       2,133       19,858       21,896  
Retained earnings (accumulated deficit)
    148,841       149,052       108,387       (12,772 )
Accumulated other comprehensive income
    56,344       44,662       36,181       23,873  
Total shareholders' equity
    629,632       618,101       586,465       447,582  
                                 
Total liabilities and shareholders' equity
    1,873,508       1,794,871       1,593,945       1,444,530  

 
6

 
 
 
RENESOLA LTD
Unaudited Consolidated Statements of  Income Data
(US dollar in thousands, except ADS and share data)
 
   
Three Months Ended
   
Six Months Ended
 
   
Jun. 30 2011
   
Mar. 31 2011
   
Jun. 30 2010
   
Jun. 30 2011
   
Jun. 30 2010
 
   
US$000
   
US$000
   
US$000
   
US$000
   
US$000
 
                               
Net revenues
    249,313       359,213       253,879       608,526       460,430  
Cost of revenues
    (203,409 )     (258,040 )     (177,255 )     (461,449 )     (348,483 )
Gross profit
    45,904       101,173       76,624       147,077       111,947  
GP%
    18.4 %     28.2 %     30.2 %     24.2 %     24.3 %
                                         
Operating expenses:
                                       
Sales and marketing
    (3,200 )     (3,482 )     (1,815 )     (6,682 )     (3,241 )
General and administrative
    (8,321 )     (9,995 )     (13,371 )     (18,316 )     (18,098 )
Research and development
    (11,189 )     (12,168 )     (7,459 )     (23,357 )     (13,627 )
Other general (expense) income
    (207 )     25       (1,529 )     (182 )     (3,327 )
Total operating expenses
    (22,917 )     (25,620 )     (24,174 )     (48,537 )     (38,293 )
                                         
Income from operations
    22,987       75,553       52,450       98,540       73,654  
                                         
Non-operating (expenses) income:
                                       
Interest income
    1,603       485       378       2,088       479  
Interest expenses
    (9,097 )     (7,033 )     (5,299 )     (16,130 )     (10,267 )
Foreign exchange gain (loss)
    906       4,755       (7 )     5,661       (918 )
Fair value change on derivatives
    (1,355 )     (19,824 )     (147 )     (21,179 )     (147 )
Other-than-temporary impairment loss on available-for-sale investment
    (2,666 )     -       -       (2,666 )     -  
Investment (loss) income
    (7,796 )     20       293       (7,776 )     293  
Total non-operating (expenses) income
    (18,405 )     (21,597 )     (4,782 )     (40,002 )     (10,560 )
Income before income tax
    4,582       53,956       47,668       58,538       63,094  
                                         
Income tax (expense)
    (2,743 )     (10,620 )     (11,607 )     (13,363 )     (15,256 )
Net income attributed to holders of ordinary shares
    1,839       43,336       36,061       45,175       47,838  
                                         
Earnings per share
                                       
Basic
    0.01       0.25       0.21       0.26       0.28  
Diluted
    0.01       0.24       0.21       0.24       0.28  
                                         
Earnings per ADS
                                       
Basic
    0.02       0.50       0.42       0.52       0.55  
Diluted
    0.02       0.49       0.42       0.49       0.55  
                                         
Weighted average number of shares used in computing earnings per share
                                       
Basic
    173,897,369       173,856,442       172,706,512       173,877,019       172,687,379  
Diluted
    173,971,905       179,895,439       172,706,512       195,676,823       172,687,379  
 
 
7

 
 
 
    RENESOLA LTD  
 
 
Consolidated Cash Flow Statement
 
   
Six Months Ended
 
   
June 30, 2011
   
June 30, 2010
 
   
US$000
   
US$000
 
Operating activities:
           
Net income
    45,175       47,837  
Adjustment to reconcile net income to net cash used in operating activities:
               
Investment income
    7,776       -  
Inventory write-down
    3,366       -  
Depreciation and amortization
    39,656       24,346  
Amortization of deferred convertible bond issuance costs and premium
    407       327  
Allowance for doubtful receivables and advance to suppliers and prepayment for purchases of property, plant and equipment
    (1,604 )     1,961  
Change in fair value of derivatives
    21,179       147  
Share-based compensation
    2,382       1,360  
Loss on impairment of long-lived assets
    192       -  
Loss on disposal of long-lived assets
    224       133  
Other-than-temporary impairment loss on available-for-sale investment
    2,666       -  
                 
Changes in operating assets and liabilities:
               
Accounts receivable
    (25,818 )     5,114  
Inventories
    7,962       (25,861 )
Advances to suppliers
    (17,480 )     (7,859 )
Amounts due from related parties
    8       31  
Value added tax recoverable
    (5,847 )     7,791  
Prepaid expenses and other current assets
    415       (4,463 )
Derivative assets and liabilities
    (503 )     -  
Prepaid land use right
    1,395       404  
Accounts payable
    (61,963 )     96,277  
Advances from customers
    373       8,496  
Income tax payables
    (10,220 )     987  
Other current liabilities
    (6,483 )     (2,085 )
Other long-term liabilities
    6,613       -  
Other long-term assets
    (197 )     -  
Deferred taxes
    250       12,291  
Accrued warranty cost
    2,176       1,141  
Net cash provided by operating activities
    12,100       168,375  
                 
Investing activities:
               
Purchases of property, plant and equipment
    (52,501 )     (53,562 )
Advances for purchases of property, plant and equipment
    (2,171 )     6,083  
Purchases of other long-lived assets
    (121 )     67  
Proceeds from disposal of property, plant and equipment
    -       51  
Changes in restricted cash
    (8,131 )     (49,631 )
Cash consideration for acquisition, net of cash received
    (1,102 )     -  
Net proceeds from settlement of financial assets
    (2,972 )     79  
Net cash used in investing activities
    (66,998 )     (96,913 )
                 
Financing activities:
               
Proceeds from bank borrowings
    389,063       447,676  
Repayment of bank borrowings
    (361,691 )     (422,239 )
Cash paid for issuance cost
    -       (252 )
Proceeds from exercise of stock options
    148       304  
Cash paid for repurchase of convertible bonds
    -       (32,715 )
Proceeds from issuance of convertible bonds
    200,000       -  
Payment of convertible notes issuance expenses
    (7,150 )     -  
Purchase of conversion spread hedges
    (24,703 )     -  
Net cash provided by (used in) financing activities
    195,667       (7,226 )
                 
Effect of exchange rate changes
    6,653       164  
                 
Net increase in cash and cash equivalent
    147,422       64,400  
Cash and cash equivalents, beginning of period
    290,702       106,808  
Cash and cash equivalents, end of period
    438,124       171,208  
 
 
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