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 2009

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 x          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 o          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   
 

 
Incorporation by Reference
 
We are incorporating this report on Form 6-K by reference into our registration statement on Form F-3, Registration No. 333-160221, as amended, originally filed with the Securities and Exchange Commission on June 25, 2009.

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, thereunto duly authorized.

 
  RENESOLA LTD  
     
       
 
By:
/s/ Xianshou Li  
   
Name: Xianshou Li
Title:   Chief Executive Officer
 
 
Date: August 13, 2009
 
3

 
Exhibit Index
 
Exhibit No.
 
Description
99.1
 
Press release regarding second quarter 2009 results
 
4

Unassociated Document
Exhibit 99.1
 
ReneSola Ltd Announces Second Quarter 2009 Results

JIASHAN, China, August 12, 2009 – ReneSola Ltd (“ReneSola” or the “Company”) (NYSE: SOL) (AIM: SOLA), a leading vertically integrated Chinese manufacturer of solar products, today announced its unaudited financial results for the second quarter ended June 30, 2009.

Recent Operating Highlights

· 
According to schedule, ReneSola commenced production of the first batch of polysilicon from Phase 1 of its two-phase, 3,000 metric tonne (“MT”) annualized capacity polysilicon manufacturing facility in China’s Sichuan province in July 2009. Production in 2009 is expected to be in the range of 400 MT to 500 MT, while production for 2010 is expected to be in the range of 2,800 MT to 2,900 MT.

· 
ReneSola successfully completed the acquisition of Wuxi Jiacheng Solar Energy Technology Co. (“JC Solar”), on May 31, 2009. In June 2009, JC Solar shipped 2.7 megawatts (“MW”) of modules and recorded gross margin of over 30%.

· 
Recently, ReneSola further enhanced its liquidity by increasing its total onshore bank credit lines to US$634 million, with an additional US$133 million in credit lines expected from Bank of China.

Results for the Second Quarter of 2009

Product Shipment

Total solar product shipment in Q2 2009 was 85.9 MW, consisting of 83.2 MW from wafer shipments and 2.7 MW from module shipments.

Net Revenues

Net revenues for Q2 2009 were US$82.6 million, a decrease of 22.7% sequentially and 52.2% year-over-year.

Gross Profit (Loss)

Gross profit for Q2 2009 was US$4.3 million, compared to gross loss of US$51.1 million in Q1 20091 and gross profit of US$42.8 million in Q2 2008. Gross margin for Q2 2009 was 5.1%, compared to negative 47.8% for Q1 2009 and positive 24.7% for Q2 2008.

Operating Profit (Loss)

Operating loss for Q2 2009 was US$4.0 million, compared to an operating loss of US$58.3 million for Q1 20091. Operating margin for Q2 2009 was negative 4.8%, compared to negative 54.6% for Q1 20091. Total operating expenses for Q2 2009 were US$8.2 million, an increase from US$7.3 million for Q1 2009, mainly due to the US$0.78 million amortization of intangible assets consisting of customer relations and order backlog from the JC Solar acquisition.
 
 

1
In the first quarter of 2009, the Company recorded a US$68.0 million inventory write-down against the net realizable value of inventories as a result of the rapid decrease in the market price and value of feedstock such as polysilicon and scrap silicon materials, work in progress materials and finished solar wafers.
 
5

 
Earnings (Loss) Before Income Tax

Loss before income tax for Q2 2009 was US$2.9 million, compared to a loss of US$62.8 million for Q1 20091. The Company recognized a net gain of US$5.4 million as a result of its US$40.1 million convertible bond repurchase using cash and issuance of 4,000,000 ordinary shares during the quarter.

Taxation

A tax expense of US$0.7 million was recognized for Q2 2009, compared with a tax benefit of US$32.8 million for Q1 2009, as a result of the inventory write-down in Q1 20091.

Net Income (Loss) Attributable To Holders of Ordinary Shares

Net loss attributable to holders of ordinary shares for Q2 2009 was US$3.6 million, compared to net loss attributable to holders of ordinary shares of US$30.0 million for Q1 20091.

Q2 2009 basic and diluted loss per share was US$0.03, and basic and diluted loss per ADS was US$0.05.

   
Three months ended
June 30, 2008
   
Three months ended
March 31, 2009
   
Three months ended
June 30, 2009
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
Net revenue (US$000)
    173,007       106,946       82,629  
Gross profit (loss) (US$000)
    42,786       (51,087 )     4,251  
Gross margin (%)
    24.7       (47.8 )     5.1  
Operating profit (loss) (US$000)
    34,535       (58,346 )     (3,962 )
Foreign exchange loss (US$000)
    (797 )     (550 )     (504 )
Profit (loss) for the period (US$000)
    23,309       (30,019 )     (3,589 )
   

“The second quarter of 2009 marked an historic quarter in ReneSola’s evolution as a solar company,” commented Mr. Xianshou Li, ReneSola’s chief executive officer. “During the quarter, we completed our transformation from one of the worlds largest manufacturers of solar wafers into a low-cost, fully integrated producer of solar products following the commencement of production at our 3,000 MT Sichuan polysilicon manufacturing facility and the successful acquisition of JC Solar. We have demonstrated our resilience and ability to achieve strategic and operational milestones despite the continuing difficult operating environment. We expect that as industry fundamentals continue to improve, the benefits brought forward by our fully integrated operations will further enhance our competitive position in the global solar industry.”

Mr. Charles Bai, ReneSola’s chief financial officer, added, “Our results for the second quarter of 2009 marked a significant step toward a return to profitability for ReneSola. In the face of a challenging overall environment, we increased our gross profit margin to 5.1% as a result of prudent inventory and purchasing management and improved manufacturing efficiency. We are hopeful that during the remainder of the year, we will continue to see margin improvement as a result of stable wafer pricing and our inventory carrying value more closely resembling spot polysilicon market prices.”
 
 

1
In the first quarter of 2009, the Company recorded a US$68.0 million inventory write-down against the net realizable value of inventories as a result of the rapid decrease in the market price and value of feedstock such as polysilicon and scrap silicon materials, work in progress materials and finished solar wafers.
 
6

 
Recent Business Developments

Financing Update

ReneSola’s wholly-owned subsidiary, Zhejiang Yuhui Solar Energy Source Co., Ltd (“Zhejiang Yuhui”), recently signed a strategic cooperation agreement (the “agreement”) with Bank of China, Jiaxing Branch (the “Bank”). Under terms of the agreement, the Bank will grant total credit facilities of US$249 million to Zhejiang Yuhui. The new credit facilities include existing credit facilities of US$116 million that the Bank has already granted to Zhejiang Yuhui. The credit facilities include short-term credit lines for working capital, mid- to long-term project loans, loans to fund acquisitions, and domestic and international trade finance. The grant of facilities is subject to approval by the provincial branch of Bank of China.

In addition to the credit facilities, the Bank also intends to provide mid- to long-term financing to solar projects that the Company has been developing, subject to the bank’s internal risk assessment and approval procedures.

Sichuan Polysilicon Facility Launches Production

As announced in mid-July of 2009, the Company successfully commenced production of the first batch of polysilicon from Phase 1 of its two-phase, 3,000 MT annualized capacity polysilicon manufacturing plant. Phase 2 is expected to reach mechanical completion in September of 2009.

Output from the polysilicon facility is expected to be in the range of 400 MT to 500 MT in 2009 and is now expected to increase to between 2,800 MT and 2,900 MT in 2010. The facility utilizes a close-loop Advanced Siemens process for polysilicon production. Polysilicon production cost is expected to decline to between approximately US$40 per kilogram to US$45 per kilogram by the first half of 2010.

Successful Acquisition and Integration of JC Solar

As previously announced, Zhejiang Yuhui entered into an agreement on May 20, 2009 to acquire the entire issued share capital of the solar cell and module manufacturer JC Solar. The acquisition closed on May 31, 2009.

As of June 30, 2009, JC Solar had annual solar cell and module manufacturing capacities of 25 MW and 50 MW, respectively. By the end of 2009, ReneSola is expected to have annual solar cell manufacturing capacity of 100 MW and solar module manufacturing capacity of 250 MW.

Letters of Intent Signed for Domestic Projects

As previously announced, the Company entered into a letter of intent with the Yancheng city government in Jiangsu province to develop a 500 MW on-grid solar power generation project. In addition, the Company has been granted the exclusive right in a letter of intent with the Panzhihua east district government in Sichuan province to develop a 5 MW rooftop project. Both projects are subject to feasibility studies and approvals by various government authorities.

2009 Outlook

The Company expects revenues to increase by 60% to 70% sequentially in Q3.

The Company maintains its full year product shipment outlook of 450 MW to 500 MW and its full year revenue outlook of US$500 million to US$550 million.
 
7

 
Conference Call Information

ReneSola’s management will host an earnings conference call on Wednesday, August 12, 2009 at 8:30 a.m. U.S. Eastern Time / 8:30 p.m. Beijing/Hong Kong time / 1:30 p.m. British Summer Time.

Dial-in details for the earnings conference call are as follows:
 
U.S. / International:
 
+1-617-614-6205
United Kingdom:
 
+44-207-365-8426
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 19, 2009:
 
International:
 
+1-617-801-6888
Passcode:
 
36277347
 
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 Ltd (“ReneSola”) is a leading Chinese manufacturer of solar products based in China. Capitalizing on proprietary technologies and technical know-how, ReneSola manufactures monocrystalline and multicrystalline solar wafers. In addition, ReneSola strives to enhance its competitiveness through upstream integration into virgin polysilicon manufacturing. ReneSola possesses a global network of suppliers and customers that include some of the leading global manufacturers of solar cells and modules. ReneSola’s shares are currently traded on the New York Stock Exchange (NYSE: SOL) and the AIM of the London Stock Exchange (AIM: SOLA). For more information about ReneSola, please visit http://www.renesola.com ..

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 we describe what we “believe,” “expect” or “anticipate” will occur, what “will” or “could” happen, and other similar statements), you must remember that our expectations may not be correct, even though we believe that they are reasonable. We do 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 our filings with the U.S. Securities and Exchange Commission, including our annual report on Form 20-F. We undertake 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 our situation may change in the future.
 
8

 
For Investor and Media Inquiries, Please Contact:

In China:
Ms. Julia Xu
ReneSola Ltd
Tel:       +86-573-8477-3372
Email:    julia.xu@renesola.com

Mr. Derek Mitchell
Ogilvy Financial, Beijing
Tel:       +86-10-8520-6284
Email:   derek.mitchell@ogilvy.com

In the United States:
Ms. Jessica Barist Cohen
Ogilvy Financial, New York
Tel:       +1-646-460-9989
Email:   jessica.cohen@ogilvypr.com

In the UK:
Mr. Tim Feather / Mr. Richard Baty
Hanson Westhouse Limited
Tel:       +44-20-7601-6100
Email:   tim.feather@hansonwesthouse.com / richard.baty@hansonwesthouse.com
 
9

CONSOLIDATED BALANCE SHEET
 
   
As at
   
As at
   
As at
 
   
December 31, 2008
   
March 31, 2009
   
June 30, 2009
 
   
US$000
   
US$000
   
US$000
 
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
    112,333       172,614       173,543  
Restricted cash
    5,958       67,394       58,068  
Accounts receivable, net of allowances for doubtful receivables
    43,160       34,965       35,319  
Inventories
    193,036       148,856       142,703  
Advances to suppliers
    36,991       18,930       20,174  
Amounts due from related parties
    457       441       457  
Value added tax recoverable
    15,498       22,829       35,374  
Prepaid expenses and other current assets
    13,722       10,107       5,772  
Deferred tax assets
    18,979       38,748       12,877  
Total current assets
    440,134       514,884       484,287  
                         
Property, plant and equipment, net
    341,427       415,561       510,085  
Prepaid land rent, net
    13,472       13,372       19,505  
Other Intangible assets
    -       -       3,934  
Deferred tax assets
    2,340       15,049       45,568  
Deferred convertible bond issue costs
    1,970       1,573       834  
Advances to suppliers over one year
    45,729       48,635       40,958  
Advances for purchases of property, plant and equipment
    161,705       164,959       139,359  
Equity investment
    -       -       -  
Other long-term assets
    1,011       1,064       1,397  
Goodwill
    -       -       5,323  
Total assets
    1,007,788       1,175,097       1,251,250  
                         
LIABILITIES AND EQUITY
                       
                         
Current liabilities:
                       
Short-term borrowings
    191,987       277,006       347,939  
Accounts payable
    37,942       37,181       42,055  
Advances from customers
    49,284       58,584       43,872  
Amount due to related party
    11,863       24       24  
Other current liabilities
    42,060       47,156       59,321  
Total current liabilities
    333,136       419,951       493,211  
                         
Convertible bond payable
    138,904       139,080       98,992  
Long-term borrowings
    32,833       135,667       159,586  
Advances from customers over one year
    105,203       113,181       114,074  
Other long-term liabilities
    15,624       15,197       20,621  
Total liabilities
    625,700       823,076       886,484  
                         
                         
ReneSola Ltd. Shareholders' equity
                       
Common shares
    330,666       330,666       345,645  
Additional paid-in capital
    17,769       18,457       19,630  
Retained earnings  (deficit)
    11,294       (18,725 )     (22,313 )
Accumulated other comprehensive income
    22,080       21,623       21,804  
Total ReneSola Ltd. Shareholders' equity
    381,809       352,021       364,766  
Noncontrolling interests
    279       -       -  
Total equity
    382,088       352,021       364,766  
Total liabilities and equity
    1,007,788       1,175,097       1,251,250  
10

 
CONSOLIDATED INCOME STATEMENT
 
                   
   
Three months ended
   
Three months ended
   
Three months ended
 
   
June 30, 2008
   
March 31, 2009
   
June 30, 2009
 
   
US$000
   
US$000
   
US$000
 
Net revenues
    173,007       106,946       82,629  
                         
Cost of revenues
    (130,221 )     (158,033 )     (78,378 )
                         
Gross profit (loss)
    42,786       (51,087 )     4,251  
                         
Operating expenses:
                       
Sales and marketing
    (231 )     (116 )     (1,497 )
General and administrative
    (4,869 )     (3,956 )     (4,503 )
Research and development
    (3,504 )     (3,446 )     (3,401 )
Other general income (expenses)
    353       259       1,188  
Total operating expenses
    (8,251 )     (7,259 )     (8,213 )
                         
Income (loss) from operations
    34,535       (58,346 )     (3,962 )
                         
Interest income
    234       456       176  
Interest expenses
    (2,755 )     (4,048 )     (3,972 )
Foreign exchange (loss) gain
    (797 )     (550 )     (504 )
Equity in earnings of investee
    -       (291 )     -  
Gain on early extinguishment of debt, net of inducement charges
    -       -       5,353  
                         
Income (loss) before income tax
    31,217       (62,779 )     (2,909 )
                         
Income tax benefit (expenses)
    (6,844 )     32,760       (680 )
                         
Net income (loss)
    24,373       (30,019 )     (3,589 )
Less: net (income) loss attributable to noncontrolling interests
    (1,064 )     -       -  
                         
Net income (loss) attributable to holders of ordinary shares
    23,309       (30,019 )     (3,589 )
                         
                         
Earnings (Loss) per share
                       
Basic
    0.20       (0.22 )     (0.03 )
Diluted
    0.19       (0.22 )     (0.03 )
                         
Weighted average number of shares used in computing earnings per share:
         
Basic shares
    120,159,747       137,624,912       139,383,154  
Diluted shares
    130,898,990       137,624,912       139,383,154  
 
11

 
CONSOLIDATED CASH FLOW STATEMENT
 
   
Six months ended
   
Six months ended
 
   
June 30, 2008
   
June 30, 2009
 
   
US$000
   
US$000
 
Operating activities:
           
Net income (loss)
    40,984       (33,608 )
Adjustment to reconcile net income (loss) to net cash used in operating activities:
         
Noncontrolling interests
    1,122       -  
Equity in earnings of investee
    -       291  
Inventory write-down
    -       68,047  
Provision for purchase commitment
    -       -  
Depreciation and amortization
    6,112       13,457  
Amortization of deferred convertible bond issue costs and premium
    1,528       1,426  
Allowances for doubtful receivables
    253       631  
Prepaid land use right expensed
    117       127  
Change in fair value of derivatives
    (573 )     (1 )
Gain on early extinguishment of debt, net of inducement charges
    -       (5,353 )
Share-based compensation
    1,845       1,861  
Impairment in investment
    -       -  
Loss on disposal of long-lived assets
    -       14  
Changes in operating assets and liabilities:
               
Accounts receivable
    5,526       9,951  
Inventories
    (84,370 )     (14,246 )
Advances to suppliers
    (43,641 )     19,379  
Amounts due from related parties
    903       (11,816 )
Value added tax recoverable
    5       (19,082 )
Prepaid expenses and other current assets
    (3,716 )     7,323  
Prepaid land use right
    (1,579 )     (110 )
Accounts payable
    7,476       2,954  
Advances from customers
    30,794       2,334  
Other liabilities
    3,999       2,981  
Deferred taxes
    5,380       (37,527 )
Accrued Warranty
    -       65  
Net cash provided by (used in) operating activities
    (27,835 )     9,098  
 
12

 
Investing activities:
           
Purchases of property, plant and equipment
    (72,998 )     (164,024 )
Advances for purchases of property, plant and equipment
    (57,254 )     18,186  
Purchase of other long-term assets
    -       (447 )
Cash received from government subsidy
    -       5,959  
Proceeds from disposal of investment
    -       (635 )
Proceeds from disposal of property, plant and equipment
    -       -  
Restricted cash
    -       (51,722 )
Cash consideration for acquisition
    -       (16,831 )
Cash associated with deconsolidated subsidiary
    (4,416 )     -  
Net cash used in investing activities
    (134,668 )     (209,514 )
                 
Financing activities:
               
Proceeds from borrowings
    120,938       436,780  
Repayment of bank borrowings
    (40,348 )     (155,437 )
Net proceeds from issuance of common shares
    294,012       -  
Proceeds from exercised stock option
    243       -  
Dividend paid
    -       -  
Cash received from related parties
    15       -  
Cash paid to related parties
    -       -  
Cash consideration paid to repurchase convertible bonds
    -       (19,781 )
Net cash provided by financing activities
    374,860       261,562  
                 
Effect of exchange rate changes
    8,659       64  
                 
Net increase in cash and cash equivalents
    221,016       61,210  
Cash and cash equivalents, beginning of year
    53,137       112,333  
Cash and cash equivalents, end of year
    274,153       173,543  
 
13