Washington, D.C. 20549










For the month of June 2015


Commission File Number: 001-33911








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


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 þ 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): 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)(7): o




Incorporation by Reference


This Form 6-K is being incorporated by reference into the Registrant’s Registration Statement on Form F-3 (No. 333-189650), initially filed with the Securities and Exchange Commission on June 28, 2013 and as amended on August 7, 2013 and September 6, 2013, and declared effective on September 9, 2013.




First Quarter 2015 Results


ReneSola Ltd (“ReneSola” or the “Company”) reported its unaudited financial results for the first quarter ended March 31, 2015.


First Quarter 2015 Financial and Operating Highlights


Total solar module shipments were 496.4 megawatts (“MW”), representing an increase of 1.6% from Q4 2014. Total solar wafer and module shipments in Q1 2015 were 691.5 MW, compared to 744.3 MW in Q4 2014, and 710.1MW in Q1 2014.


Net revenues were US$349.0 million, representing a decrease of 9.8% from US$387.0 million in Q4 2014, and a decrease of 15.9% from US$415.0 million in Q1 2014.


Gross profit was US$36.7 million with a gross margin of 10.5%, compared to gross profit of US$51.2 million with a gross margin of 13.2% in Q4 2014, and gross profit of US$44.0 million with a gross margin of 10.6% in Q1 2014.


Operating loss was US$9.5 million with an operating margin of negative 2.7%, compared to an operating loss of US$2.2 million with an operating margin of negative 0.6% in Q4 2014, and an operating loss of US$8.7 million with an operating margin of negative 2.1% in Q1 2014.


Net loss attributable to holders of ordinary shares was US$18.0 million, representing basic and diluted loss per share of US$0.09 and basic and diluted loss per American depositary share (“ADS”) of US$0.18.


Cash and cash equivalents plus restricted cash totaled $228.1 million as of the end of Q1 2015, compared to US$221.7 million as of the end of Q4 2014, and US$214.9 million as of the end of Q1 2014.


Net cash outflow from operating activities was US$9.0 million compared to net cash inflow from operating activities of US$41.9 million in Q4 2014, and net cash outflow from operating activities of US$112.3 million in Q1 2014.


Quarterly revenue and gross margin were lower than guidance mainly due to continued headwind from foreign exchange fluctuations, a decrease in module ASPs, and a delay in revenue recognition of a UK project.


First Quarter 2015 Results


Solar Wafer and Module Shipments


  1Q15 4Q14 1Q14 Q-o-Q% Y-o-Y%
Module Shipments (MW) 496.4 488.4 521.1 1.6% -4.7%
Wafer Shipments (MW) 195.1 255.9 189.0 -23.8% 3.2%
Total Solar Wafer and Module Shipments (MW) 691.5 744.3 710.1 -7.1% -2.6%




The quarter-over-quarter increase in module shipments was mainly due to strong demand in Europe, particularly in the United Kingdom. The quarter-over-quarter decrease in wafer shipments reflects the Company’s strategy of shifting away from the lower-margin wafer business and towards the higher-margin module business as well as downstream business.


Net Revenues and Gross Profit


  1Q15 4Q14 1Q14 Q-o-Q% Y-o-Y%
Net Revenues (US$mln) $349.0 $387.0 $415.0 -9.8% -15.9%
Gross Profit (US$mln) $36.7 $51.2 $44.0 -28.3% -16.6%
Gross Margin 10.5% 13.2% 10.6% - -


Net revenues decreased quarter over quarter due to lower average selling price (ASP) of modules, as well as a decrease in wafer shipments. The quarter-over-quarter decrease in the Company’s gross margin was a result of a lower average selling price (ASP) of modules, which was partially affected by appreciation of the US dollar, especially against the euro.


Operating Income (Loss)


  1Q15 4Q14 1Q14 Q-o-Q% Y-o-Y%
Operating Expenses (US$mln) $46.2 $53.4 $52.8 -13.5% -12.5%
Operating Income (Loss) (US$mln) ($9.5) ($2.2) ($8.7) - -
Operating Margin -2.7% -0.6% -2.1% - -


The quarter-over-quarter decrease in operating expenses was primarily due to lower SG&A expenses as well as one-time administrative gain.


Foreign Exchange Gain (Loss)


In Q1 2015, the Company had a foreign exchange loss of US$16.1 million and recognized a US$4.5 million gain on derivatives. The foreign exchange loss was primarily due to the depreciation of the euro, pound and yen against the U.S. dollar.


Other Gains (Loss)


During the first quarter of 2015, the Company recognized a gain of $11.6 million from the repurchase of convertible notes.


Net Income (Loss) Attributable to Holders of Ordinary Shares


  1Q15 4Q14 1Q14
Net Income (Loss) (US$mln) ($18.0) ($8.1) ($14.6)
Diluted Earnings (Loss) per Share ($0.09) ($0.04) ($0.07)
Diluted Earnings (Loss) per ADS ($0.18) ($0.08) ($0.14)


Liquidity and Capital Resources


Net cash outflow from operating activities was US$9.0 million in Q1 2015, compared to net cash inflow of US$41.9 million in Q4 2014.




Net cash and cash equivalents plus restricted cash totaled US$228.1 million as of March 31, 2015, compared to US$221.7 million as of December 31, 2014.


Total bank borrowing was US$723.0 million as of March 31, 2015, compared to US$698.1 million as of December 31, 2014. Short-term borrowings were US$681.7 million at March 31, 2015, compared to US$654.7 million at December 31, 2014.


The Company has US$62.9 million of convertible notes due on March 15, 2018 with a put option on March 15, 2016. In Q1 2015, the Company repurchased $31.7 million notional amount of its convertible notes. The Company might continue to repurchase its convertible bonds from time to time, subject to market conditions and other strategic considerations.


Polysilicon Update


The Company’s total output of polysilicon Q1 2015 was 1,522 metric tons, a slight decrease from the previous quarter due to annual maintenance which is regularly scheduled in Q1. The Company’s polysilicon factory is currently running at full capacity and generating positive cash flow.


Project Business Update


ReneSola currently has a total of approximately 96.1 MW in existing projects, including four utility-scale projects totaling 71 MW in the United Kingdom and four utility-scale projects totaling 25.1 MW in Eastern Europe.


In Q1 2015, the Company successfully completed and connected three utility-scale projects totaling 57.5 MW in the United Kingdom, all of which are eligible for the R.O.C 1.4 scheme. In addition, the Company has signed an agreement to sell a 13.5 MW utility-scale project in the United Kingdom, which was connected to the grid by end of 2014. All together the Company expects to complete the sale for all 71 MW UK projects in coming quarters.


The Company is actively exploring project opportunities in several developed markets and expects to provide a detailed pipeline later this year.


Business Highlights


Geographic Breakdown of Module Shipments


  2015 Q1 2014 Q4 2014 Q1
U.S. 3.3% 13.9% 13.6%
Europe 44.4% 30.5% 39.2%
Japan 30.4% 26.8% 22.5%
China 4.8% 7.7% 11.4%
Other 17.1% 21.1% 13.3%


The sequential increase of shipments to the European market was a result of a significant increase in shipments to the United Kingdom. The sequential decrease in shipments to the U.S. and China was mainly due to the Company’s strategic shift towards higher margin markets during the quarter.




Research and Development


During Q1 2015, ReneSola continued to invest in the development of new technologies and to increase the efficiency of its current range of solar and other clean energy products.


Wafers and Modules


The Company’s innovative A+++ wafer is now at 100% mass production. While maintaining the same average efficiency of 17.8%, the wafer’s processing cost was reduced by 4%. Following the successful launch of its A+++ wafer, the Company will focus on the development of its A4+ wafer which has concentrated efficiency distribution and 0.1% higher cell average efficiency than the new A+++ wafer.


The Company’s double-glass module with 1500V maximum system voltage has been certificated as 1500V maximum system voltage and Class-A fire rating by TUV. The Four Bus-Bar Cell module product is also certified by TUV, with around 5W output improvement compared to Three Bus-Bar products. Both module products have entered mass production in late May.




ReneSola’s innovative 5KW hybrid inverter has now received applicable certification and the Company has started promotions in Australia.


The Company’s TLE-series inverter has received related certifications in the United Kingdom and Ireland and scale shipments have begun in these markets.


Both software and hardware have been upgraded for the Company’s first generation micro-inverters, which have achieved elevated stability following half-year testing.




In the North American market, ReneSola launched its T8 LED replacement series products, which commercial lighting clients can use to replace traditional fluorescent tubes. The T8 LED series can work with magnetic and electronic ballast and access the electricity power supply directly, which eliminates the need for clients to change wires in old fixtures. The T8 LED series is compatible with most traditional electronic ballast systems in the North American market. The T8 LED series comes with a 5-year warranty and with features including convenient installation, quick start-up, good heat dissipation, high efficiency, and low power consumption with more stable performance.


Recent Business Developments


·In February 2015, the Company announced the expansion of its new LED lighting solutions division in the U.S. The Company’s sales and logistics network was expanded to 12 states with further expansion planned in 2015. LED sales and technical specialists work closely with the Company’s large customer base, including electrical distribution clients, to supply high-quality LED products and services across the country. Since 2014, ReneSola’s LED products have been procured for a wide range of lighting projects, including in seaports, hotels, automobile dealerships, and universities.


·In February 2015, the Company announced that its PV testing laboratory in Jiangsu, China has achieved Witness Testing Data Program certification from Underwriters Laboratories (UL), a globally renowned and independent safety science company.




Safe Harbor Statement


Certain statement in this Current Report on Form 6-K may contain 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.





Unaudited Consolidated Balance Sheet

(US dollars in thousands)


   Mar 31,   Dec 31,   Mar 31, 
   2015    2014     2014  
Current assets:               
Cash and cash equivalents   47,857    99,848    52,660 
Restricted cash   180,291    121,862    162,283 
Accounts receivable, net of allowances for doubtful accounts   133,462    125,743    206,771 
Inventories   268,546    357,361    375,655 
Advances to suppliers-current   50,629    27,494    8,699 
Amounts due from related parties   12    452    205 
Value added tax recoverable   29,261    30,514    29,359 
Prepaid income tax   1,108    1,247    2,307 
Prepaid expenses and other current assets   48,457    44,252    61,918 
Project assets   65,791    37,040    33,158 
Deferred convertible notes issue costs-current   414    661    784 
Derivative assets   1,839    1,688    63 
Deferred tax assets-current, net   3,568    11,368    1,557 
Total current assets   831,235    859,531    935,419 
Property, plant and equipment, net   728,670    750,298    827,460 
Prepaid land use right   40,381    39,574    41,312 
Deferred tax assets-non-current, net   17,428    8,462    19,740 
Deferred convertible notes issue costs-non-current   -    138    745 
Advances for purchases of property, plant and equipment   954    1,756    2,430 
Advances to suppliers-non-current   -    -    5,627 
Other long-lived assets   8,360    9,249    2,316 
Total assets   1,627,028    1,669,008    1,835,049 
Current liabilities:               
Convertible notes payable, current portion   62,850    -    - 
Short-term borrowings   681,707    654,675    653,295 
Accounts payable   478,559    461,499    536,067 
Advances from customers-current   53,109    84,412    65,929 
Amounts due to related parties   2,889    7,570    4,558 
Other current liabilities   118,794    126,623    142,642 
Income tax payable   124    123    2,345 
Derivative liabilities   22    -    1,026 
Warrant liability   1,733    1,890    8,295 
Total current liabilities   1,399,787    1,336,792    1,414,157 
Convertible notes payable-non-current   -    94,599    111,616 
Long-term borrowings   41,342    43,452    70,561 
Advances from customers-non-current   1,191    936    7,105 
Warranty   34,298    31,778    23,546 
Deferred subsidies and other   24,988    25,347    54,375 
Other long-term liabilities   1,128    946    933 
Total liabilities   1,502,734    1,533,851    1,682,293 
Shareholders' equity               
Common shares   478,391    476,766    475,816 
Additional paid-in capital   6,882    7,512    6,549 
Accumulated losses   (448,230)   (430,202)   (411,159)
Accumulated other comprehensive income   87,251    81,080    81,550 
Total equity attribute to ReneSola Ltd   124,294    135,156    152,756 
Noncontrolling interest   -    -    - 
Total shareholders' equity   124,294    135,156    152,756 
Total liabilities and shareholders' equity   1,627,028    1,669,008    1,835,049 






Unaudited Consolidated Statements of Income

(US dollar in thousands, except ADS and share data)


   Three Months Ended 
   Mar 31, 2015   Dec 31, 2014   Mar 31, 2014 
Net revenues   349,003    386,968    414,966 
Cost of revenues   (312,338)   (335,733)   (370,917)
Gross profit (loss)   36,665    51,235    44,049 
GP%   10.5%   13.2%   10.6%
Operating (expenses) income:               
Sales and marketing   (21,843)   (23,338)   (23,125)
General and administrative   (13,736)   (16,051)   (20,202)
Research and development   (13,418)   (13,571)   (11,757)
Other operating income, net   2,812    (440)   2,333 
Total operating expenses   (46,185)   (53,400)   (52,751)
Income (loss) from operations   (9,520)   (2,165)   (8,702)
Non-operating (expenses) income:               
Interest income   932    1,172    1,271 
Interest expense   (10,842)   (12,273)   (13,349)
Foreign exchange gain (loss)   (16,070)   (13,501)   1,481 
Gain (loss) on derivatives, net   4,501    4,359    (1,376)
Investment gain on disposal of subsidiaries   -    4,895    2,615 
Gains on repurchase of convertible bonds   11,648    7,048    - 
Fair value change of warrant liability   158    4,672    1,050 
Income (loss) before income tax, noncontrolling interests   (19,193)   (5,793)   (17,010)
Income tax (expense) benefit   1,165    (2,262)   2,419 
Net income (loss)   (18,028)   (8,055)   (14,591)
Less: Net income (loss) attributed to noncontrolling interests   -    -    (4)
Net income (loss) attributed to holders of ordinary shares   (18,028)   (8,055)   (14,587)
Earnings per share               
Basic   (0.09)   (0.04)   (0.07)
Diluted   (0.09)   (0.04)   (0.07)
Earnings per ADS               
Basic   (0.18)   (0.08)   (0.14)
Diluted   (0.18)   (0.08)   (0.14)
Weighted average number of shares used in computing earnings per share               
Basic   203,918,702    203,777,464    203,367,464 
Diluted   203,918,702    203,777,464    203,367,464 





Unaudited Condensed Consolidated Statement of Comprehensive Income

(US dollar in thousands, except ADS and share data)


   Three Months Ended 
   Mar 31, 2015   Dec 31, 2014   Mar 31, 2014 
Net income (loss)   (18,028)   (18,028)   (14,591)
Other comprehensive income (loss)               
Foreign exchange translation adjustment   6,171    (3,872)   (2,064)
Other comprehensive income (loss)   6,171    (3,872)   (2,064)
Comprehensive income (loss)   (11,857)   (21,900)   (16,655)
Less: comprehensive loss attributable to non-controlling interest   -    -    (4)
Comprehensive income (loss) attributable to Renesola   (11,857)   (21,900)   (16,651)





Unaudited Consolidated Statements of Cash Flow

(US dollar in thousands)


    Three Months Ended  
    Mar 31, 2015     Mar 31, 2014  
Cash flow from operating activities:                
Net loss     (18,028 )     (14,591 )
Adjustment to reconcile net loss to net cash provided by (used in) operating activity:                
Inventory write-down     331       816  
Depreciation and amortization     22,430       28,449  
Amortization of deferred convertible bond issuances costs and premium     387       196  
Allowance of doubtful receivables and advance to suppliers     383       3,627  
Loss (gain) on derivatives     (4,501 )     1,376  
Fair value change of warrant liability     (158 )     (1,050 )
Share-based compensation     425       600  
Loss on disposal of long-lived assets     (493 )     440  
Gain on disposal of land use right     -       (411 )
Gain on disposal of subsidiaries     -       (2,615 )
Gain on CB repurchase     (11,648 )     -  
Changes in assets and liabilities:                
Accounts receivables     (6,921 )     24,479  
Inventories     52,526       (21,772 )
Project assets     (2,098 )     886  
Advances to suppliers     (23,833 )     5,319  
Amounts due from related parties     (170 )     (4,297 )
Value added tax recoverable     473       44  
Prepaid expenses and other current assets     (2,245 )     949  
Prepaid land use rights     (742 )     1,324  
Accounts payable     21,510       (106,786 )
Advances from customers     (27,133 )     (32,973 )
Income tax payable     99       (2,654 )
Other  current liabilities     (9,510 )     9,902  
Other long-term liabilities     (380 )     (3,049 )
Other long-term assets     (239 )     -  
Accrued warranty cost     2,520       2,367  
Deferred taxes assets     (2,011 )     (2,829 )
Net cash provided by (used in) operating activities     (9,026 )     (112,253 )
Cash flow from investing activities:                
Purchases of property, plant and equipment     (387 )     (35,876 )
Advances for purchases of property, plant and equipment     (1,241 )     (1,188 )
Cash received from government subsidy     -       12,010  
Proceeds from disposal of property, plant and equipment     23       27  
Changes in restricted cash     (58,197 )     94,775  
Net cash received (paid) on settlement of  derivatives     4,371       (371 )
Proceeds from disposal of subsidiaries     -       14,765  
Net cash provided by (used in) investing activities     (55,431 )     84,142  
Cash flow from financing activities:                
Proceeds from bank borrowings     265,599       249,143  
Repayment of related party     (4,072 )     -  
Repayment of bank borrowings     (236,907 )     (249,960 )
Proceeds from exercise of stock options     1,625       -  
Paid for CB repurchase     (20,059 )     -  
Net cash provided  by (used in) financing activities     6,186       (817 )
Effect of exchange rate changes     6,280       (5,185 )
Net increase (decrease) in cash and cash equivalents     (51,991 )     (34,113 )
Cash and cash equivalents, beginning of year     99,848       86,773  
Cash and cash equivalents, end of year     47,857       52,660  






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.


  By: /s/ Xianshou Li
  Name:     Xianshou Li
  Title: Chief Executive Officer


Date: June 3, 2015