Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2017 | Nov. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 20-F/A | |
Amendment Flag | true | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | SPI Energy Co., Ltd. | |
Entity Central Index Key | 1,210,618 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 7,260,672 | |
Entity Emerging Growth | false | |
Entity Shell Company | false | |
Amendment description | Minor changes to note 14 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents (including amounts of consolidated variable interest entities of $nil and $1,661 as of December 31, 2017 and 2016, respectively) | $ 2,577 | $ 4,178 |
Restricted cash (including amounts of consolidated variable interest entities of $134 and $nil as of December 31, 2017 and 2016, respectively) | 1,053 | 9,059 |
Accounts receivable, net | 45,316 | 45,609 |
Accounts receivable, related parties | 25 | 7 |
Notes receivable | 535 | 3,932 |
Costs and estimated earnings in excess of billings on uncompleted contracts, net | 0 | 17,289 |
Inventories, net (including amounts of consolidated variable interest entities of $nil and $4 as of December 31, 2017 and 2016, respectively) | 15,919 | 12,266 |
Project assets | 42,211 | 27,980 |
Prepaid expenses and other current assets, net (including amounts of consolidated variable interest entities of $16 and $2,192 as of December 31, 2017 and 2016, respectively) | 19,761 | 24,837 |
Other receivable, related parties, net | 99 | 36 |
Finance lease receivable | 3,816 | 9,140 |
Total current assets | 131,312 | 154,333 |
Intangible assets | 2,305 | 2,931 |
Goodwill | 683 | 0 |
Accounts receivable, noncurrent | 7,100 | 6,177 |
Other receivable, noncurrent (including amounts of consolidated variable interest entities of $231 and $636 as of December 31, 2017 and 2016, respectively) | 5,558 | 6,848 |
Notes receivable, noncurrent | 4,823 | 5,348 |
Property, plant and equipment, net (including amounts of consolidated variable interest entities of $9 and $25 as of December 31, 2017 and 2016, respectively) | 61,328 | 126,985 |
Project assets, noncurrent | 28,048 | 29,749 |
Investment in affiliates | 69,606 | 2,214 |
Deferred tax assets, net | 589 | 1,025 |
Finance lease receivable, noncurrent | 5,959 | 26,208 |
Total assets | 317,311 | 361,818 |
Current liabilities: | ||
Accounts payable (including amounts of consolidated variable interest entities without recourse to the Company of $6 and $78 as of December 31, 2017 and 2016, respectively) | 58,465 | 69,643 |
Accounts payable, related parties | 4,700 | 4,389 |
Notes payable | 0 | 2,650 |
Accrued liabilities (including amounts of consolidated variable interest entities without recourse to the Company of $573 and $1,222 as of December 31, 2017 and 2016, respectively) | 32,810 | 16,574 |
Income taxes payable | 2,900 | 3,089 |
Deferred tax liabilities | 0 | 0 |
Advance from customers | 31,707 | 17,647 |
Short-term borrowings and current portion of long-term borrowings | 108,726 | 84,134 |
Convertible bonds | 35,000 | 55,000 |
Other current liabilities, related parties | 289 | 301 |
Other current liabilities (including amounts of consolidated variable interest entities without recourse to the Company of $15 and $6,090 as of December 31, 2017 and 2016) | 85,310 | 71,217 |
Financing and capital lease obligations current portion | 26,399 | 5,884 |
Total current liabilities | 386,306 | 330,528 |
Financing and capital lease obligations | 0 | 21,603 |
Convertible bonds, noncurrent | 15,785 | 0 |
Long-term borrowings, excluding current portion | 9,823 | 15,093 |
Deferred tax liabilities, net | 748 | 4,031 |
Other noncurrent liabilities | 2,293 | 2,291 |
Commitments and contingencies | 0 | 1,200 |
Total liabilities | 414,955 | 374,746 |
Sharekholders' equity (deficit): | ||
Ordinary shares, par $0.0001, 500,000,000 shares authorized, 7,250,672 and 6,416,652 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 1 | 1 |
Additional paid in capital | 489,972 | 482,533 |
Accumulated other comprehensive loss | (33,874) | (32,744) |
Accumulated deficit | (557,844) | (466,764) |
Total deficit attributable to the shareholders of SPI Energy Co., Ltd. | (101,745) | (16,974) |
Noncontrolling interests | 4,101 | 4,046 |
Total shareholders' equity (deficit) | (97,644) | (12,928) |
Total liabilities and shareholders' equity (deficit) | $ 317,311 | $ 361,818 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock par value (in dollars per share) | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,250,672 | 6,416,652 |
Common stock, shares outstanding | 7,250,672 | 6,415,652 |
Cash and cash equivalents | $ 2,577 | $ 4,178 |
Restricted cash | 1,053 | 9,059 |
Inventories, net | 15,919 | 12,266 |
Prepaid expenses and other current assets, net | 19,761 | 24,837 |
Other receivable, noncurrent | 5,558 | 6,848 |
Property, plant and equipment, net | 61,328 | 126,985 |
Accounts payable | 58,465 | 69,643 |
Accrued liabilities | 32,810 | 16,574 |
Other current liabilities | 85,310 | 71,217 |
Variable Interest Entities [Member] | ||
Cash and cash equivalents | 0 | 1,661 |
Restricted cash | 134 | 0 |
Inventories, net | 0 | 4 |
Prepaid expenses and other current assets, net | 16 | 2,192 |
Other receivable, noncurrent | 231 | 636 |
Property, plant and equipment, net | 9 | 25 |
Accounts payable | 6 | 78 |
Accrued liabilities | 573 | 1,222 |
Other current liabilities | $ 15 | $ 6,090 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net sales: | |||
Net sales | $ 127,465 | $ 140,199 | $ 190,510 |
Cost of goods sold: | |||
Cost of goods sold | 117,663 | 120,910 | 176,469 |
Provision for losses on contracts | 0 | 403 | 5,932 |
Total cost of goods sold | 117,663 | 121,313 | 182,401 |
Gross profit | 9,802 | 18,886 | 8,109 |
Operating expenses: | |||
General and administrative | 22,385 | 34,251 | 76,747 |
Sales, marketing and customer service | 7,740 | 29,230 | 39,428 |
Provision for doubtful accounts, notes and other receivables | 9,178 | 30,465 | 45,328 |
Impairment charges on goodwill and intangible assets | 205 | 66,458 | 0 |
Impairment charges on property, plant and equipment | 3,808 | 12,640 | 0 |
Impairment charges on project assets | 4,041 | 13,844 | 10,853 |
Impairment charges on finance lease receivable | 23,967 | 32,028 | 0 |
Total operating expenses | 71,324 | 218,916 | 172,356 |
Operating loss | (61,522) | (200,030) | (164,247) |
Other income (expense): | |||
Interest expense | (18,418) | (9,043) | (9,275) |
Interest income | 459 | 1,163 | 2,218 |
Gain on extinguishment of convertible bonds | 7,121 | 0 | 0 |
Change in fair value of derivative asset/liability | 0 | (2,328) | (15,650) |
Tax penalty | (9,670) | 0 | 0 |
Loss on investment in affiliates | (2,496) | (10,618) | (2,493) |
Net foreign exchange (loss)/gain | (5,843) | 797 | 4,412 |
Others | (439) | (573) | 628 |
Total other expense, net | (29,286) | (20,602) | (20,160) |
Loss before income taxes | (90,808) | (220,632) | (184,407) |
Income tax expense | 151 | 336 | 673 |
Net loss including noncontolling interests | (90,959) | (220,968) | (185,080) |
Net gain (loss) attributable to noncontrolling interests | 121 | (272) | (282) |
Net loss attributable to shareholders of SPI Energy Co., Ltd. | $ (91,080) | $ (220,696) | $ (184,798) |
Net loss per common share: | |||
Basic and Diluted (in Dollars per share) | $ (13) | $ (34) | $ (30) |
Weighted average number of ordinary shares used in computing loss per share: | |||
Basic and Diluted (in Shares) | 6,826,633 | 6,415,616 | 6,120,471 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss including noncontrolling interests | $ (90,959) | $ (220,968) | $ (185,080) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation loss arising during the year | (1,196) | (16,227) | (12,355) |
Total comprehensive loss including noncontrolling interests | (92,155) | (237,195) | (197,435) |
Comprehensive income/(loss) attributable to noncontrolling interests | 55 | (264) | (380) |
Comprehensive loss attributable to shareholders of SPI Energy Co., Ltd. | $ (92,210) | $ (236,931) | $ (197,055) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2014 | $ 1 | $ 327,629 | $ (61,270) | $ (4,252) | $ 262,108 | $ 0 | $ 262,108 |
Balances (in Shares) at Dec. 31, 2014 | 5,688,480 | ||||||
Net loss | (184,798) | (184,798) | (282) | (185,080) | |||
Acquisition of subsidiaries | 3,945 | ||||||
Foreign currency translation losses | (12,257) | (12,257) | (98) | (12,355) | |||
Issuance of ordinary shares (shares) | 701,484 | ||||||
Issuance of ordinary shares, value | $ 0 | 91,620 | 91,920 | 91,920 | |||
Repurchase of ordinary shares | $ 0 | (20) | (20) | ||||
Repurchase of ordinary shares (shares) | (100) | ||||||
Debt forgiveness by LDK Group | 17,804 | 17,804 | 14 | ||||
Exercise of stock options | 29 | 29 | |||||
Exercise of stock options (in Shares) | 788 | ||||||
Share-based compensation expense | 38,193 | 38,193 | |||||
Balances at Dec. 31, 2015 | $ 1 | 475,555 | (246,068) | (16,509) | 212,979 | 3,579 | 216,558 |
Balances (in Shares) at Dec. 31, 2015 | 6,390,652 | ||||||
Net loss | (220,696) | (220,696) | (272) | (220,968) | |||
Foreign currency translation losses | (16,235) | (16,235) | 8 | (16,227) | |||
Capital contribution from non-controlling interest | 731 | ||||||
Issuance of ordinary shares (shares) | 25,000 | ||||||
Issuance of ordinary shares, value | 5,000 | 5,000 | 5,000 | ||||
Exercise of stock options | 49 | 49 | |||||
Exercise of stock options (in Shares) | 1,000 | ||||||
Share-based compensation expense | 1,929 | 1,929 | |||||
Balances at Dec. 31, 2016 | $ 1 | 482,533 | (466,764) | (32,744) | (16,974) | 4,046 | (12,928) |
Balances (in Shares) at Dec. 31, 2016 | 6,416,652 | ||||||
Net loss | (91,080) | (91,080) | 121 | (90,959) | |||
Foreign currency translation losses | (1,130) | (1,130) | (66) | (1,196) | |||
Issuance of ordinary shares (shares) | 834,020 | ||||||
Issuance of ordinary shares, value | $ 0 | 6,641 | 6,641 | 6,641 | |||
Share-based compensation expense | 798 | 798 | |||||
Balances at Dec. 31, 2017 | $ 1 | $ 489,972 | $ (557,844) | $ (33,874) | $ (101,745) | $ 4,101 | $ (97,644) |
Balances (in Shares) at Dec. 31, 2017 | 7,250,672 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (90,959) | $ (220,968) | $ (185,080) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 2,968 | 4,739 | 4,686 |
Amortization | 390 | 519 | 862 |
Provision for inventory | 587 | 806 | 2,493 |
Provision for (Reversal of) doubtful accounts and notes | 9,038 | 30,465 | 45,328 |
Impairment charges on intangible assets | 205 | 1,235 | 0 |
Impairment charges on goodwill | 0 | 65,223 | 0 |
Impairment charges on property, plant and equipment | 3,808 | 12,640 | 0 |
Impairment charges on project assets | 4,041 | 13,844 | 10,853 |
Impairment charges on finance lease receivable | 23,967 | 32,028 | 0 |
Impairment charges to costs in excess of billings | 140 | 0 | 0 |
Loss on investment in affiliates | 2,214 | 10,618 | 2,493 |
Share-based compensation expense | 798 | 1,929 | 38,193 |
Loss on extinguishment of convertible bonds | (7,121) | 0 | 0 |
Amortization of debt discount-convertible bonds | 2,906 | 0 | 0 |
Change in fair value of derivative assets/liability | 0 | 2,328 | 15,650 |
Loss on disposal of property, plant and equipment | 33 | 684 | 71 |
Change in deferred taxes | (253) | (345) | 188 |
Provision for losses on contracts | 0 | 403 | 5,932 |
Loss on bankruptcy of Energiebau | 282 | 0 | 0 |
Non-cash interest expense | 11,242 | 2,337 | 5,042 |
Operating income from solar system subject to financing obligation | 0 | (1,419) | (1,103) |
Tax penalty | 9,670 | 0 | 0 |
Other non-cash expense | 1,293 | 283 | 442 |
Changes in operating assets and liabilities | |||
Accounts receivable | (11,490) | 4,820 | (86,369) |
Accounts receivable, related party | (18) | 0 | 0 |
Other receivable, noncurrent | 0 | (6,988) | (550) |
Other receivable, related party | 1,010 | 0 | 0 |
Notes receivable | (1,799) | 660 | (3,329) |
Finance lease receivable | 5,324 | 3,378 | (13,379) |
Finance lease receivable, noncurrent | (3,718) | (3,655) | (17,804) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 0 | 1,800 | 41,316 |
Restricted cash related to operating activities | 8,006 | 25,940 | (34,608) |
Project assets | (7,644) | 12,998 | 21,657 |
Inventories | (4,240) | 14,173 | (7,996) |
Prepaid expenses and other assets | 2,693 | (11,206) | (25,580) |
Accounts payable | 4,749 | (3,624) | 605 |
Accounts payable, related parties | 311 | (739) | (10,439) |
Note payable | (2,650) | (31,651) | 7,594 |
Advances from customers | 14,187 | (2,046) | 1,773 |
Income taxes payable | 54 | (913) | 312 |
Accrued liabilities and other liabilities | 16,354 | (7,320) | 25,187 |
Other liabilities, related party | (12) | (6) | 42 |
Net cash used in operating activities | (3,634) | (47,030) | (155,518) |
Cash flows from investing activities: | |||
Proceeds from repayment of interest bearing receivables | 0 | 1,578 | 3,165 |
Proceeds from disposal of property, plant and equipment | 39 | 0 | 0 |
Proceeds from sale and leaseback transaction | 0 | 20,164 | 0 |
Proceeds from disposal of investment in affiliates | 0 | 5,440 | 0 |
Investment in affiliates | 0 | (3,487) | (33,390) |
Acquisitions of property, plant and equipment | (689) | (33,927) | (22,212) |
Acquisitions of project assets | 0 | (631) | (22,740) |
Prepayment for acquisitions of subsidiaries and project assets | 0 | 0 | (7,693) |
Proceeds from uplift of bank deposit with maturity over three months upon maturity | 0 | 0 | 14,175 |
Acquisitions of subsidiaries, net of cash acquired | 43 | (2,254) | (5,344) |
Acquisition of short-term investments | 0 | 0 | (31,442) |
Decrease of cash due to deconsolidation of Sinsin (Note 4) | (2,679) | 0 | 0 |
Placement of bank deposit with maturity over three months | 0 | 0 | (5,323) |
Proceeds from disposal of short-term investments | 0 | 0 | 58,796 |
Net cash used in investing activities | (3,286) | (13,117) | (52,008) |
Cash flows from financing activities: | |||
Proceeds from issuance of ordinary shares | 5,760 | 5,049 | 62,029 |
Proceeds from line of credit and loans payable | 34,999 | 58,802 | 254,608 |
Proceeds from loans on solarbao platform | 84,368 | 180,962 | 129,830 |
Decrease/(increase) in restricted cash | 0 | 48,192 | (48,032) |
Proceeds from issuance of convertible bonds | 0 | 0 | 20,000 |
Repayments of line of credit and loans payable | (36,406) | (139,957) | (196,184) |
Principal payments on loans payable and capital lease obligations | (1,827) | (472) | 0 |
Repayment of loans on solarbao platform | (81,098) | (170,395) | (89,115) |
Net cash (used in) generated from financing activities | 5,796 | (17,819) | 133,136 |
Effect of exchange rate changes on cash | (477) | 20 | (26) |
(Decrease)/increase in cash and cash equivalents | (1,601) | (77,946) | (74,416) |
Cash and cash equivalents at beginning of year | 4,178 | 82,124 | 156,540 |
Cash and cash equivalents at end of year | 2,577 | 4,178 | 82,124 |
Supplemental cash flow information: | |||
Interest paid | 4,270 | 5,798 | 2,753 |
Income tax paid | 570 | 0 | 0 |
Non-cash activities: | |||
Debt forgiveness from related party (Note 29) and non-controlling interests | 0 | 0 | 17,818 |
Netting off balance due to/from third party | 20,446 | 0 | 548 |
Reclassification from costs and estimated earnings in excess of billings on uncompleted contracts to accounts receivable | 18,056 | 0 | 0 |
Interest capitalized to project assets | 2,478 | 0 | 0 |
Derecognition of Project Aerojet (Note 11) | 754 | 0 | 0 |
Coupons issued to settle accounts payable (Note 2(r)) | $ 0 | 2,010 | 10,942 |
Common Stock issued to acquire project assets | 0 | 5,500 | |
Common Stock issued to acquire subsidiaries | 0 | 23,845 | |
Common Stock issued to settle payable | 0 | 726 | |
Sales and leaseback arrangements to settle accounts receivable | $ 36,777 | $ 10,806 |
1. Description of Business and
1. Description of Business and Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organization Description of Business SPI Energy Co., Ltd. (“SPI Energy” or the “Company”), its subsidiaries and consolidated variable interest entities (“VIEs”) (collectively the “Group”) is a provider of photovoltaic (“PV”) solutions for business, residential, government and utility customers and investors. The Group provides engineering, procurement and construction (“EPC”) services to third party project developers and various PV-related products and services on an e-commerce and investment platform to retail customers and solar project developers. The Group also develops solar PV projects which are either sold to third party operators or owned and operated by the Group for selling of electricity to the grid in multiple countries in Asia, North America and Europe. In Australia, the Group primarily sells solar PV components to retail customers and solar project developers. Organization The Company was incorporated in the Cayman Islands on May 4, 2015 for the sole purpose of effectuating the redomicile of the Company’s predecessor, Solar Power, Inc., a California corporation (“SPI California”). The redomicile was approved by the shareholders of SPI California on May 11, 2015, pursuant to which one share of common stock of SPI California held by the shareholders was converted into one SPI Energy’s ordinary share. On January 4, 2016, SPI California completed the redomicile, resulting in SPI Energy becoming the publicly held parent company of SPI California. SPI Energy’s shares then began quotation on the Open Transparent Connected Markets under the symbol “SRGYY” effective January 4, 2016. On January 19, 2016, SPI Energy’s shares were listed on the Nasdaq Global Select Market and traded under the symbol “SPI”. The major subsidiaries and consolidated VIEs of the Company as of December 31, 2017 are summarized as below: Major Subsidiaries Abbreviation Location Xinwei Solar Engineering and Construction (Suzhou) Co., Ltd. Xinwei Suzhou China Xinyu Xinwei New Energy Co., Ltd. Xinyu Xinwei China Gonghe County Xinte Photovoltaic Co., Ltd. Xinte China SPI Renewables Energy (Luxembourg) Private Limited Company S.a.r.l. (formerly known as CECEP Solar Energy (Luxembourg) Private Limited Company (S.a.r.l.)) and Italsolar S.r.l. CECEP Luxembourg, Italy Solar Juice Pty Ltd. Solar Juice Australia Solarbao E-commerce (HK) Limited Solarbao E-commerce Hong Kong Jiangsu Solarbao Leasing Co., Ltd. Jiangsu Solarbao China Yanhua Network Technology (Shanghai) Co., Ltd. Yanhua Network China SPI Solar Japan G.K. SPI Japan Japan Solar Power Inc UK Service Limited SPI UK United Kingdom VIEs Abbreviation Location Shanghai Meijv Network Technology Co., Ltd. Meijv China Lv Neng Tao E-Commerce (Suzhou) Co., Ltd. Lv Neng Tao China Solarbao E-commerce, Jiangsu Solarbao and Yanhua Network were incorporated by the Group in 2015 to raise interest bearing funds from individual investors through an online platform owned by Solar Energy E-Commerce (Shanghai) Limited (“Solar Energy”) for use in the purchases and leasing of solar related products to the Group or third party developers. Pursuant to the terms of the agreements entered with individual investors, Solar Energy, the Group and/or third party project developers, the Group incurs interest expenses and is expected to repay the funds provided by individual investors (See Note 17). For those transactions where the solar related products are leased to third party developers, the Group earns finance lease income (See Note 2(r) and Note 10). For those transactions where the solar related products are leased to entities within the Group, they are eliminated in the consolidated financial statements as they are inter-company transactions between two subsidiaries of the Company (with one of the subsidiaries as accounting lessor and the other one as accounting lessee). As the Group use the on-line platform owned by Solar Energy which also serves as an agent to collect funds from and repay funds to individual investors on behalf of the Group, the Group pays commission fee to Solar Energy for the services provided (See Note 28). Solar Energy was incorporated in China on December 8, 2014 by Xiaofeng Peng (“Mr. Peng”), Min Xiahou and Jing Liu, who were the chairman of the Company’s board of directors, former deputy chairman of the Company’s board of directors and former chief financial officer of the Group, respectively. The Group determines that Solar Energy is a related party of the Group. Solar Energy operates the “www.solarbao.com” e-commerce and investment platform which primarily targets retail customers residing in the PRC. On March 26, 2015, the Group, through Yanhua Network, entered into a series of contractual arrangements with Solar Energy and its shareholders. The contractual arrangements include power of attorney, call option agreement, equity pledge agreement, and a consulting services agreement. As of the date of these consolidated financial statements, the Group has not established the legal enforceability of these contractual agreements described above including the registration of the equity pledge agreement in the relevant government bureau in the PRC. Therefore, the financial results of Solar Energy have not been included in the accompanying consolidated financial statements of the Company as the legal enforceability of the contractual agreements is yet to be established. In March 2016, the Group established a new corporate structure and has since conducted its on-line fund raising and leasing business through Meijv instead of Solar Energy in the PRC. On January 1, 2017, the Group deconsolidated one of the major subsidiaries, Sinsin Renewable Investment Limited (“Sinsin”) due to loss of control (see Note 4 Deconsolidation of Sinsin). On December 13, 2017, the Group acquired 100% equity interest of Heliostixio S.A. (“Heliostixio”) (see Note 3 Business Acquisition). Variable Interest Entities The Group operates its on-line fund raising and leasing business and its on-line solar products trading through Meijv and Lv Neng Tao (collectively referred to as the “VIEs”) respectively. Both Meijv and Lv Neng Tao are limited liability companies established in the PRC and hold the requisite licenses and permits necessary to conduct the on-line businesses, which are restricted from foreign investment in accordance with the relevant PRC laws and regulations. Meijv was established by Shanghai Youying E-commerce Co., Ltd. (“Youying”) on June 12, 2015. Lv Neng Tao was established on June 17, 2015 by Mr. Min Xiahou, the former deputy chairman of the Company’s board of directors, Mr. Minghua Zhao, a former director of the Group and Mr. Tairan Guo, the Group’s former Chief Financial Officer. These individuals act as nominee equity holders of Lv Neng Tao on behalf of the Company. On March 17, 2016, Meijv entered into a series of contractual arrangements with Yanhua Network and Youying, including exclusive call option agreement, proxy voting agreement, exclusive business cooperation agreement and equity interest pledge agreement (collectively, the “Meijv VIE Agreements”). On January 1, 2016, Lv Neng Tao entered into a series of contractual arrangements with Yanhua Network and its legal shareholders, including exclusive call option agreement, proxy voting agreement, exclusive business cooperation agreement and equity interest pledge agreement (collectively, the “Lv Neng Tao VIE Agreements”, and together with Meijv VIE Agreements, the “VIE Agreements”). Pursuant to the VIE Agreements, Youying and Lv Neng Tao’s legal shareholders have granted all of their legal rights in Meijv and Lv Neng Tao, respectively, including voting rights and deposition rights, to Yauhua Network. As a result, Youying and Lv Neng Tao’s legal shareholders does not have the direct or indirect ability through voting rights or similar rights to make decision about the activities of Meijv and Lv Neng Tao, respectively, that have a significant effect on the success of Meijv and Lv Neng Tao. The Company, through Yauhua Network, has obtained a financial controlling interest of Meijv and Lv Neng Tao which enable it to have (1) the power to direct the activities that most significantly affects the economic performance of Meijv and Lv Neng Tao, and (2) the right to receive benefits or have the obligation to absorb losses and to receive the expected residual return of Meijv and Lv Neng Tao that could potentially be significant to Meijv and Lv Neng Tao. Accordingly, the Company, through Yanhua Network, is considered the primary beneficiary of Meijv and Lv Neng Tao. As such, the financial results of Meijv and Lv Neng Tao are included in the Company’s consolidated financial statements. Prior to the signing of Meijv VIE Agreements on March 17, 2016 and Lv Neng Tao VIE Agreements on January 2016, Meijv and Lv Neng Tao had not carried out any business except for the holding the business licenses and permits necessary to conduct the on-line businesses in the PRC. The key terms of the VIE Agreements are as follows: Exclusive Call Option Agreement Through the exclusive call option agreement entered into among Yanhua Network, Meijv and Youying, Yanhua Network or its designated third party has an exclusive purchase option to acquire all or a part of the equity interest or assets in Meijv at any time when permitted by applicable PRC laws and regulations in its sole discretion. The transfer price will be the minimum amount of consideration permitted under PRC law at the time of transfer. Youying has also committed in written to return all the consideration to Yanhua Network if such option is exercised. In addition, without Yanhua Network’s or its controlling shareholder’s prior written consent, the shareholders of Meijv shall not transfer their equity interest in Meijv, and Meijv shall not transfer any of its assets. Youying should also return any profit appropriation, dividend and liquidation income derived from Meijv to Yanhua Network. This agreement will remain effective until all of Meijv’s equity interest and assets are transferred to Yanhua Network or its designated third party. The exclusive call option agreement between Yanhua Network, Lv Neng Tao and the legal shareholders of Lv Neng Tao contains the same terms as those described above. Proxy Voting Agreement Through the proxy voting agreement entered into among Yanhua Network, Meijv and Youying, Youying undertakes to execute a power of attorney to exclusively assign its rights as shareholder of Meijv to Yanhua Network’s designated person, including voting right, right to transfer any equity interest in Meijv and right to appoint directors and officers. This agreement will remain effective so long as Youying remains to be the shareholder of Meijv. The proxy voting agreement between Yanhua Network, Lv Neng Tao and the shareholders of Lv Neng Tao contains the same terms as those described above. Exclusive Business Cooperation Agreement Pursuant to the exclusive business cooperation agreement entered into between Meijv and Yanhua Network, Meijv irrevocably appoints and designates Yanhua Network as its exclusive service provider to provide, among others, relevant technical and consulting services. The service fees are determined based on the actual services provided by Yanhua Network during the relevant period. This agreement shall remain effective unless otherwise terminated by Yanhua Network or terminated according to other provisions therein. Yanhua Network may terminate this agreement in its sole discretion at any time with prior written notice. Meijv has no authority to terminate the exclusive business cooperation agreement. During the term of exclusive business cooperation agreement, both Yanhua Network and Meijv shall renew their operation terms prior to the expiration thereof so as to enable the exclusive business cooperation agreement to remain effective. The exclusive business cooperation agreement shall be terminated upon the expiration of the operation term of either Yanhua Network or Meijv, if the application for renewal of their operation terms are not approved by relevant government authorities. The exclusive business cooperation agreement between Yanhua Network and Lv Neng Tao contains the same terms as those described above. Equity Interest Pledge Agreement Under the equity interest pledge agreement, Youying pledges all the equity interests in Meijv to Yanhua Network to secure performance of all obligations of Youying under the exclusive business cooperation agreement, the exclusive option agreement and the proxy voting agreement. This equity interest pledge agreement will remain effective until the full performance of the contractual obligations under the exclusive business cooperation agreement, the exclusive call option agreement and the proxy voting agreement. The equity interest pledge agreement between Yanhua Network and Lv Neng Tao contains the same terms as those described above. Risk in Relation to the VIE Structure In the opinion of the Company’s management, the VIE Agreements have resulted in the Company, through Yanhua Network, having the power to direct activities that most significantly impact the VIEs and their respective subsidiaries, including appointing key managements, setting up operating policies, exerting financial controls and transferring profit or assets out of the VIEs at its discretion. The Company considers that it, through Yanhua Network, has the right to receive all the benefits and assets of the VIEs. As the VIEs were established as limited liability companies under the PRC law, their creditors do not have recourse to the general credit of the Company and Yanhua Network for the liabilities of the VIEs, and the Company and Yanhua Network do not have the legal obligation to assume the liabilities of the VIEs. The Group has determined that the VIE Agreements are in compliance with PRC laws and regulations and are legally enforceable. However, the Company cannot be certain that the PRC government authorities will not ultimately take a view contrary to that of the Company. If the Company, Yanhua Network and legal shareholders of Meijv and Lv Neng Tao were found to be in violation of any existing or future PRC laws and regulations, or fail to obtain or maintain any of the required permits and approvals, the relevant PRC regulatory authorities would have board discretion in dealing with such violations, including requiring the Company to undergo a costly and disruptive restructuring such as forcing the Company to transfer its equity interests in Yanhua Network to a domestic entity or invalidating the VIE Agreements. The imposition of any of these government actions could result in the termination of the VIE Agreements, which would result in the Company losing the (i) ability to direct the activities of the VIEs and (ii) rights to receive substantially all the economic benefits and residual returns from the VIEs. In the opinion of the management, the likelihood of the termination of the VIE Agreements is remote based on the facts and circumstances. The interests of the legal shareholders of the VIEs, may diverge from that of the Company and that may potentially increase the risk that the VIEs’ legal shareholders would seek to act contrary to the contractual terms. The Company cannot assure that when conflicts of interest arise, the VIEs’ legal shareholders will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. The Company believes the VIEs’ legal shareholders will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the VIEs’ legal shareholders as the shareholder of the VIEs should the VIEs’ legal shareholders acts to the detriment of the Company. The Company relies on the VIEs’ legal shareholders to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the VIEs’ legal shareholders, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings. There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently, there is no contractual arrangement that could require the Group to provide financial support to the VIEs. The following assets and liabilities information of the VIEs and their operating results and cash flows have been included in the accompanying consolidated financial statements as of and for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 ASSETS Cash and cash equivalents $ – $ 1,661 Restricted cash 134 – Inventories, net – 4 Prepaid expenses and other current assets 16 2,192 Other receivable, noncurrent 231 636 Property, plant and equipment, net 9 25 Total assets $ 390 $ 4,518 LIABILITIES Accounts payable $ 6 $ 78 Accrued liabilities 573 1,222 Other current liabilities due to intra-group entities* 15,421 9,411 Other current liabilities 15 6,090 Total liabilities $ 16,015 $ 16,801 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net sales $ – $ 2,503 Net sales from intra-group entities 583 1,226 Net loss (4,964 ) (12,209 ) For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net cash (used in)/provided by operating activities $ (1,661 ) $ 1,997 Net cash used in investing activities – (336 ) Net cash provided by financing activities – – * Other current liabilities due to intra-group entities represent the amounts due to the Company’s subsidiaries, which have been eliminated upon consolidation. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Group has suffered significant recurring losses from operations and operating cash outflows. The Group has incurred a net loss of $90,959 and had operating cash outflow of $3,634 during the year ended December 31, 2017. As of December 31, 2017 the Group had accumulated deficit of $557,844. Working capital deficit (current liabilities less current assets) increased significantly from $176,195 at December 31, 2016 to $245,994 at December 31, 2017. As of December 31, 2017, the convertible bonds were overdue for repayment (See Note 19). Further, since April 2017 the Group has defaulted repayment for significant amounts of borrowing raised from individual investors through the on-line platform. As of December 31, 2017, principal amounts and interests of approximately $92,769 (RMB 604 million) (See Note 16) in the aggregate were overdue without full payment. These and other factors disclosed in these financial statements raise substantial doubt as to the Group’s ability to continue as a going concern. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, will provide sufficient liquidity to meet the Group’s obligations for a reasonable period of time. Disposition of SPI China (HK) Limited On August 30, 2018, the Group entered into a share purchase agreement (the “SPA”) with Lighting Charm Limited (“Lighting Charm”), an affiliate of Tracy Zhoushan, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer. The agreement has been approved by an independent committee of the Group’s Board of Directors. The SPA provides that the Group sold Lighting Charm the 100% equity interest of SPI China (HK) Limited (“SPI China”), which holds all of the Group’s assets and liabilities related to its business in China (the “Acquired Business”). The Acquired Business includes EPC business, PV projects, Internet finance lease related business, and E-commerce in China. Pursuant to the terms of the SPA, the consideration for the Acquired Business to be paid by the Lighting Charm to the Group in cash was US$1.00. As one of the closing conditions as stated in the SPA, the Group effected an internal restructuring following which SPI China held the Group's subsidiaries in China only, while subsidiaries originally held by SPI China related to the Group’s business outside China were transferred to other subsidiaries of the Group. In 2017, SPI China incurred a net loss of $62,134. As of December 31, 2017, SPI China had accumulated deficit of $263,204 and working capital deficit of $154,610. Amendment Agreement of Convertible Bonds On June 29, 2018, according to the Second Amendment Agreement (See Note 20), the repayment of $20,000 of the principal amount of the convertible bond and interest thereon will be due after December 2019. Pursuant to the new amendment, $15,785 convertible bonds have been reclassified to non-current liabilities as of December 31, 2017. Furthermore, for the remaining $35,000 convertible bonds, the Group has been proactively and continuously negotiating with the bond holders for a settlement arrangement acceptable by the two parties. Among other options, the Group has been exploring the possibility of a settlement of the outstanding convertible bonds payable through a combination of cash payments and share issuances, and a settlement schedule that would reduce the Group’s cash payment level in the next twelve months. Working Capital Management The Group has planned to mobilize the construction of a project in North America of total capacity of 5MW in the first quarter of 2018 and expected to complete the construction and sales of these 5MW project by the third quarter of 2019. The Group has started the engineering design of another North America project of total capacity of 4.7MW in October 2017 and expected to complete the construction and sales of this FIT project by the third quarter of 2019. Both of the two projects are indeed with good value and return, the completion and sales of these projects will expect to bring in significant amount of cash to the company to improve liquidity and capital to reinvest into new Solar projects. The Group has decided to postpone the planned investments in certain new project assets and has been closely monitoring the level of the Group’s capital spending level until liquidity position has improved. These initiatives aim at preserving cash and generating operating cash flows to enable the Group to repay the borrowings and accounts payable. Cost Saving Measures The Group has implemented certain measures with an aim to reduce its operating expenses. Such measures include: 1) strictly controlling and reducing business, marketing and advertising expenses in United States and Australia; 2) relocating certain offices in United States and United Kingdom to save office rental; and 3) lowering the remuneration of the Group’s management team. While management believes that the measures in the liquidity plan will be adequate to allow the Group to meet its liquidity and cash flow requirements within one year after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan will have a material adverse effect on the Group’s business, results of operations and financial position, and may materially adversely affect its ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern. (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, and consolidated VIEs. All material inter-company transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as non-controlling interests. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. The Company deconsolidates a subsidiary when the Company ceases to have a controlling financial interest in the subsidiary. When control is lost, the parent-subsidiary relationship no longer exists and the parent derecognizes the assets and liabilities of the subsidiary. (c) Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires the Group to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include the allowance made for doubtful accounts receivable and other receivable, inventory write-downs, the impairment of finance lease receivables, the estimated useful lives of long-lived assets, the impairment of goodwill, long-lived assets and project assets, fair value of derivative liability, valuation allowance of deferred income tax assets, accrued warranty expenses, percentage-of-completion for revenue recognition, the grant-date fair value of share-based compensation awards and related forfeiture rates, and fair value of financial instruments and assumptions related to the consolidation of entities in which the Company holds variable interests. Changes in facts and circumstances may result in revised estimates. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions. (d) Foreign Currency Translation and Foreign Currency Risk The functional currency of the Company and subsidiaries located in the United States is the United States dollar (“US$” or “$”). The functional currency of the Company’s subsidiaries located in the PRC, Europe, United Kingdom, Japan and Australia are Renminbi (“RMB”), EURO (“EUR”), Pounds(“GBP”), JPY and AUD, respectively. Transactions denominated in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are included in the consolidated statements of operations. The Group’s reporting currency is the US$. Assets and liabilities of subsidiaries, whose functional currency is not the US$, are translated into US$ using exchange rates in effect at each period end, and revenues and expenses are translated into US$ at average rates prevailing during the year, and equity is translated at historical exchange rates, except for the change in retained earnings during the year which is the result of the income or loss. Gains and losses resulting from the translations of the financial statements of these subsidiaries into US$ are recognized as other comprehensive income or loss in the consolidated statement of comprehensive loss. (e) Fair value of Financial Instruments The Group estimates fair value of financial assets and liabilities as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants. The fair value measurement guidance establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation techniques used to measure fair value. · Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. · Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. · Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group’s own assumptions about the assumptions that market participants would use to price an asset or liability. The Group uses quoted market prices to determine the fair value when available. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. (f) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash accounts, interest bearing savings accounts and all highly liquid investments with original maturities of three months or less, and which are unrestricted as to withdrawal and use. (g) Restricted Cash Restricted cash represent bank deposits that can’t be withdrawn without prior notice or approval due to legal issues, and bank deposits held as collateral for issuance of notes payable, letters of credit, or bank borrowings. Upon maturity of the notes payable and letters of credit as well as repayment of bank borrowings, the deposits are released and become available for general use by the Group. Restricted cash are reported within cash flows from operating, investing or financing activities in the consolidated statements of cash flows with reference to the purpose of being restricted. Restricted cash, which matures twelve months after the balance sheet date, is classified as non-current assets in the consolidated balance sheets. (h) Accounts Receivables and Allowance for Doubtful Accounts The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group’s EPC contracts. For EPC contracts in the PRC, the Group normally requests a down payment of 3%-10% upon signing of contract, payment of up to 90%-95% in 90 days after connection to the grid and customers’ acceptances of project completion, and the remaining balance of 5%-10% one year thereafter. For EPC projects in other countries, the payment terms were normally negotiated based on achievement of certain contractual milestones as follows: 5% payment upon submittal of engineering documents, 75% payment upon delivery of certain procurements, 10% payment upon completion of construction, and remaining 10% payment 30 days after final completion. Contractually, the Group may charge interest for extended payment terms and require collateral. The Group maintains allowances for doubtful accounts and for costs and estimated earnings in excess of billings on uncompleted contracts for uncollectible accounts receivable. The Group regularly monitors and assesses the risk of not collecting amounts owed by customers. This evaluation is based upon a variety of factors, including an analysis of amounts current and past due along with relevant history and facts particular to the customer. The Group does not have any off-balance-sheet credit exposure related to its customers. As at December 31, 2017 and 2016, the Group made allowance of $16,508 and $13,337 for costs and estimated earnings in excess of billings on uncompleted contracts. (i) Notes Receivable Notes receivable consists of non-interest bearing commercial bank acceptance notes received from EPC customers in China and a 12-year interest-bearing promissory note issued by an EPC customer in 2015. As at December 31, 2017 and 2016, all bank acceptances notes were due for settlement within the next 12 months after the balance sheet date and were classified as current assets on the consolidated balance sheet. The promissory note carries interests at 6% per annum and is settled by pre-determined installments. Installment payments that fall due within 12 months and over 12 months after the balance sheet date are classified as current assets and non-current assets respectively on the consolidated balance sheet. As of December 31, 2017 and 2016, no allowance was made against the notes receivable. (j) Inventories Inventories are carried at the lower of cost or market, determined by the first in first out cost method. Provisions are made for obsolete or slow-moving inventories based on management estimates. Inventories are written down based on the difference between the cost of inventories and the market value based upon estimates about future demand from customers, specific customer requirements on certain projects and other factors. Inventory provision charges establish a new cost basis for inventory that subsequently cannot be marked up based on changes in underlying facts and circumstances. (k) Project Assets The Group acquires or constructs PV solar power systems (“project assets”) that are (i) held for development and sale or (ii) held for the Group’s own use to generate income or return from the use of the project assets. Project assets are classified as either held for development and sale or as held for use within property, plant and equipment based on the Group’s intended use of project assets. The Group determines the intended use of the project assets upon acquisition or commencement of project construction. Classification of the project assets affects the accounting and presentation in the consolidated financial statements. Transactions related to the project assets held for development and sale are classified as operating activities in the consolidated statements of cash flows and reported as sales and costs of goods sold in the consolidated statements of operations upon the sale of the project assets and fulfillment of the relevant recognition criteria. Incidental electricity income generated from the project assets held for development and sale prior to the sale of the projects is recorded in other operating income in the consolidated statement of operations. The project assets held for use are used by the Group in its operations to generate income or a return from the use of the assets. Income generated from the project assets held for use are included in net sales in the consolidated statement of operations. The costs to construct project assets intended to be held for own use are capitalized and reported within property, plant and equipment on the consolidated balance sheets and are presented as cash outflows from investing activities in the consolidated statements of cash flows. The proceeds from disposal of project assets classified as held for own use are presented as cash inflows from investing activities within the consolidated statements of cash flows. A net gain or loss upon the disposal of project assets classified as held for own use is reported in other operating income or expense in the consolidated statement of operation. Project assets costs consist primarily of capitalizable costs for items such as permits and licenses, acquired land or land use rights, and work-in-process. Work-in-process includes materials and modules, construction, installation and labor, capitalized interests and other capitalizable costs incurred to construct the PV solar power systems. The project assets held for development and sale are reported as current assets on the consolidated balance sheets when upon completion of the construction of the project assets, the Group initiates a plan to actively market the project assets for immediate sale in their present condition to potential third party buyers subject to terms that are usual and customary for sales of these types assets and it is probable that the project assets will be sold within one year. Otherwise, the project assets held for development and sale are reported as non-current assets. No depreciation expense is recognized while the project assets are under construction or classified as held for sale. For project assets held for development and sale, the Group considers a project commercially viable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. The Group also considers a partially developed or partially constructed project commercially viable if the anticipated selling price is higher than the carrying value of the related project assets plus the estimated cost to completion. The Group considers a number of factors, including changes in environmental, ecological, permitting, market pricing or regulatory conditions that affect the project. Such changes may cause the cost of the project to increase or the selling price of the project to decrease. The Group records an impairment loss of the project asset to the extent the carrying value exceed its estimated recoverable amount. The recoverable amount is estimated based on the anticipated sales proceeds reduced by estimated cost to complete such sales. In 2017, 2016 and 2015, the Group recorded impairment loss of $687, $5,138 and $5,932, respectively, for certain project assets held for development and sale. In addition to PV solar power systems that are developed for sale or held for the Group’s own use, the Group also invested in several PV solar power projects under engineering, procurement and construction (“EPC”) contracts with third party project owners during the years ended December 31, 2017, 2016 and 2015. In respect of these EPC contracts, there was mutual understanding between the Group and the respective project owners upon the execution of the EPC contracts that the title and ownership of the PV solar power systems would transfer to the Group upon the completion of construction. Management determined that the substance of the arrangements is for the Group to construct the PV solar power systems under the legal title of the project owners with the title and ownership of the systems transferred to the Group upon the construction completion, at which time such title transfer is permitted under local laws. The project assets under construction were pledged to the Group before title transfer. Like normal project assets, classification in consolidated statement of cash flow as investing activities or operating activities for these project assets are based on the intention for own use or sale. Based on the Group’s intention to hold for own use, the projects costs incurred for these EPC contracts are presented as investing activities in the consolidated statement of cash flows. The Group recorded impairment loss for such project assets of $3,354, $8,706 and $10,853 for the years ended December 31, 2017, 2016 and 2015, respectively. (l) Property, Plant and Equipment The Group accounts for its property, plant and equipment at cost, less accumulated depreciation. Cost includes the prices paid to acquire or construct the assets, interest capitalized during the construction period and any expenditure that substantially extends the useful life of an existing asset. The Group expenses repair and maintenance costs when they are incurred. Depreciation is recorded on the straight-line method based on the estimated useful lives of the assets as follows: Plant and machinery 5 or 6.67 years Furniture, fixtures and equipment 3 or 5 years Computers 3 or 5 years Automobile 3 or 5 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 17, 20, 25 or 27 years (m) Intangible Assets Other Than Goodwill Intangible assets consist of customer relationships, patents and software. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. (n) Impairment of Long-lived Assets The Group’s long-lived assets include property, plant and equipment, project assets and other intangible assets with finite lives. The Group evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment write-downs would be treated as permanent reductions in the carrying amounts of the assets and a charge to operations would be recognized. Impairment losses on project assets of $4,041, $13,844 and $10,853 was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. Impairment loss on property, plant and equipment of $3,808, $12,640 and $nil was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. Impairment loss on intangible assets of $205, $1,235 and $nil was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. (o) Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of goodwill, the Group would record an impairment loss equal to the difference. See Note 18 “Goodwill and Other Intangible Assets” for additional information on the Group’s goodwill impairment tests. (p) Product Warranties The Group offers the industry standard warranty up to 25 years for PV modules and industry standard warranty for five to ten years on inverter and balance of system components. Due to the warranty period, the Group bears the risk of extensive warranty claims long after products have been shipped and revenues have been recognized. The Group provides a limited warranty to the original purchasers of its solar modules, inverters and cables for trading business for one to five years, in relation to defects in materials and workmanship. For the Group’s cable, wire and mechanical assemblies business, historically the related warranty claims have not been material. For the Group’s solar PV business, the greatest warranty exposure is in the form of product replacement. During the quarter ended September 30, 2007 and continuing through the fourth quarter of 2010, the Group installed own manufactured solar panels. Other than this period, the Group only installed panels manufactured by unrelated third parties as well as the Company’s principal shareholder and formerly controlling shareholder, LDK and its subsidiaries (collectively the “LDK Group”). PV construction contracts entered into during the recent years included provisions under which the Group agreed to provide warranties to the customers. The warranty the Group offers to its customers is identical to the warranty offered to the Group by its suppliers, therefore, the Group passes on all potential warranty exposure and claims, if any, with respect systems sold by the Group to its suppliers. Due to the absence of historical material warranty claims and identical warranty terms, the Group has not recorded any additional warranty provision relating to solar energy systems sold since 2011. The warranty exposure before 2011 was estimated based on the Group’s own historical data in combination with historical data reported by other solar system installers and manufacturers. (q) Income Taxes The Group accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The Company recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, management presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. In addition, a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The Group’s tax liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of the tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. No reserve for uncertainty tax position was recorded by the Group for the years ended December 31, 2017, 2016 and 2015. (r) Revenue Recognition Product sales Revenue on product sales is recognized when there is persuasive evidence of an arrangement, title and risk of ownership have passed (generally upon delivery), the price to the buyer is fixed or determinable and collectability is reasonably assured. The Group makes determination of our customer’s credit worthiness at the time it accepts their initial order. For cable, wire and mechanical assembly sales, there are no formal customer acceptance requirements or further obligations related to our assembly services once the Group ships its products. Costs to ship products to customers are included in cost of sales in the consolidated statement of operations. Customers do not have a general right of return on products shipped therefore the Group makes no provisions for returns. Construction contracts Revenue on photovoltaic system construction contracts is generally recognized using the percentage-of-completion method of accounting, unless the Group cannot make reasonably dependable estimates of the costs to complete the contract or the contact value is not fixed, in which case the Group would use the completed contract method. Under the percentage-of-completion method, the Group measures the cost incurred on each project at the end of each reporting period and compares the result against the estimated total costs at completion. The costs incurred for construction contract mainly include the purchase costs of direct materials and solar modules, which are included in assessing percentage-of-completion when they have been permanently placed or affixed to the solar power system as required by engineering designs. The percentage of cost incurred determines the amount of revenue to be recognized. Payment terms are generally defined by the contract and as a result may not match the timing of the costs incurred by the Group and the earnings accrued thereon. Such differences are recorded as costs and estimated earnings in excess of billings on uncompleted contracts (an asset account) or billings in excess of costs and estimated earnings on uncompleted contracts (a liability account). For the years ended December 31, 2017, 2016 and 2015, $nil, $2,369 and $2,161 of progress payments have been netted against unbilled receivable disclosed in the account costs and estimated earnings in excess of billings on uncompleted contracts. The percentage-of-completion method requires the use of various estimates, including, among others, the extent of progress towards completion, contract revenues and contract completion costs. Contract revenues and contract costs to be recognized are de |
3. Business Acquisitions
3. Business Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. Business Acquisitions On September 20, 2017, the Group entered into a Framework Share Purchase Agreement with Thermi Taneo Venture Capital Fund (“Thermi”) to settle the Group’s EPC receivable from Thermi. Pursuant to the Framework Share Purchase Agreement, the Group agreed to purchase 100% equity interest in Heliohrisi S.A. (“Heliohrisi”), Heliostixio S.A. (“Heliostixio”) and Thermi Sun S.A. (“Thermi Sun”) from Thermi. On December 13, 2017, the Group entered into a Share Purchase Agreement (“Heliostixio Purchase Agreement”) with Thermi and purchased 100% equity interest of Heliostixio at a cash price of $2,108 (EUR 1,757). Heliostixio is a Company located in Greece, with a solar photovoltaic project of 1.082 MW peak capacity. Pursuant to Heliostixio Purchase Agreement, the closing date of the acquisition was December 13, 2017, and the Group obtained related control of Heliostixio. The acquisition has been accounted for under ASC 805 Business Combinations. The Group made estimates and judgments in determining the fair value of acquired assets and liabilities, based on management’s experiences with similar assets and liabilities. The allocation of the purchase price is as follows: Identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 43 Accounts receivable 183 Property, plant and equipment 2,314 Accounts payable (918 ) Deferred tax liabilities (185 ) Other payable (12 ) Identifiable net assets acquired (a) 1,425 Consideration (b) 2,108 Goodwill (b-a) $ 683 Goodwill primarily represents the intangible benefits that would accrue to the Group that do not qualify for separate recognition. Pro forma financial information is not presented for the acquisition of Heliostixio as its revenue and earnings were not material to the consolidated statements of operations. |
4. Deconsolidation of Sinsin
4. Deconsolidation of Sinsin | 12 Months Ended |
Dec. 31, 2017 | |
Deconsolidation Of Sinsin | |
Deconsolidation of Sinsin | 4. Deconsolidation of Sinsin Pursuant to a share sale and purchase agreement dated September 6, 2014 (“Sinsin SPA”), the Group, through its wholly owned subsidiary SPI China (HK) Limited (“SPI HK”), acquired the 100% equity interest of Sinsin Renewable Investment Limited (“Sinsin”) from its former shareholders, Sinsin Europe Solar Asset Limited Partnership and Sinsin Solar Capital Limited Partnership (collectively, the “Sinsin Group”). Sinsin owns and operates four solar photovoltaic projects in Greece with an aggregate capacity of 26.57 MW. According to the Sinsin SPA, 70% of the acquisition price would be paid in cash in four installments, while the remaining 30% has been settled by the transfer of Group’s shares to Sinsin Group. In addition, the shares of the Greek project companies which own the 26.57 MW projects were pledged in favor of Sinsin Group to secure the repayment of the full purchase price to Sinsin Group. Finally, pursuant to the Sinsin SPA, Sinsin Group undertook the obligation vis-à-vis the Group, to appoint the Group as its EPC Contractor for solar photovoltaic projects of 360MW, which would be developed by Sinsin Group internationally over a period of three years (the “360MW EPC assignment obligation”). However, Sinsin Group failed to fulfil its 360MW EPC assignment obligation and, as a result thereof, the Group ceased payment of the last two installments of the purchase price of $45,749 (EUR 38,054). In March, 2016, the Group entered into a supplementary agreement with Sinsin Group (“Supplementary Agreement”) in order to extend the Group’s payment obligations of the outstanding consideration up to November 30, 2017. Moreover, pursuant to the Supplementary Agreement: (a) Sinsin Group would be entitled to supervise and manage the bank accounts of Sinsin to ensure that all the electricity income would be applied towards repayment of any outstanding purchase consideration and (b) Sinsin Group would support the Group in securing project finance for the above projects. However, and despite the above obligation by Sinsin Group, the Group was not able to secure project finance and, as a result therefrom, the last two installments of the purchase consideration were not paid to Sinsin Group. After the acquisition in 2014, Sinsin was managed by a board of directors which consisted of three members from the Group. Effective on July 1, 2015, Mr. Ye Dejun, who worked for Sinsin Group before the acquisition, joined the Company as CEO and was assigned to replace an original director in Sinsin in December of 2015. In March of 2016, Mr. Ye resigned from his role as CEO and was appointed to the Company’s Board as a director and executive vice president. However, on October 9, 2017, Mr. Ye resigned from his position as a director of the Company. Due to his demission, on December 19, 2017, in an Extraordinary General Meeting of the shareholders of Sinsin, a resolution was passed to remove Mr. Ye from the board of directors of Sinsin, and appoint a new director who represented the Group, which caused the Sinsin Group filed a petition before the Athens One-Member First Instance Court to suspend the force of the Extraordinary General Meeting resolution. In November 2017, Sinsin Group claimed that the Group was in default of the Sinsin SPA and the Supplementary Agreement and attempted to exercise the pledge agreements and take control of the Greek project companies. The Group denied such allegations and responded that it is Sinsin Group the party who defaulted in its contractual obligations. Litigation and arbitration proceedings ensued in Greece and Malta. SPI Group filed a claim against Sinsin group before the arbitration court in Malta requesting the award of circa $65,000 (EUR 54,000) in damages (arising out of the breach of the 360MW EPC assignment obligation) and Sinsin Group filed a counterclaim against the Group requesting payment of the outstanding purchase price. Moreover, Sinsin Group’s petition to take control over the Greek project companies (and the funds that such project companies had in their bank accounts from the electricity income generated) was rejected by the Athens One-Member First Instance Court. More particularly, the court issued a provisional measures decision on June 25, 2018, by virtue of which an interim management was appointed of the Greek project companies, which consists of two members elected by Sinsin Group and one member elected by the Group. As the date of this report, the legal dispute is still ongoing (See Note 25 (b) Contingencies). In view of above situations, the Group considered that it would not be able to manage any funds or operations of Sinsin even if it had taken actions on an earlier time in 2017, and it could not benefit from any net income of Sinsin in 2017. In addition, the Group could not access to or obtain sufficient financial information or operational documents for 2017 to direct Sinsin’s financial and operational decisions. The above facts directly affected the Group’s ability to effectively control Sinsin and make any direct management decisions or have any direct impact on Sinsin’s polices, operations or assets without the agreement of Sinsin Group. Therefore, the Group deconsolidated Sinsin as of January 1, 2017. The financial position of Sinsin as of the date of deconsolidation was as below: January 1, 2017 ASSETS Restricted cash 2,679 Accounts receivable 3,594 Prepaid expenses and other current assets 4,000 Amount due from inter-group entities 7,817 Property, plant and equipment, net 55,458 Deferred tax assets 179 Total assets $ 73,727 LIABILITIES Accounts payable $ 809 Income tax payable 243 Deferred tax liabilities 2,958 Other current liabilities 111 Total liabilities $ 4,121 As of December 31, 2017, the Group’s carrying amount of the investment in Sinsin was $69,606 on the consolidated balance sheet. |
5. Restricted Cash
5. Restricted Cash | 12 Months Ended |
Dec. 31, 2017 | |
Restricted Cash and Investments [Abstract] | |
Restricted Cash | 5. Restricted Cash At December 31, 2017 and 2016, the Group had restricted bank deposits of $1,053 and $9,059, respectively. The restricted bank deposits as at December 31, 2017 mainly represent bank deposits put under the custodian of Police Department of Suzhou Industrial Park (“Police Department”) which cannot be withdrawn or used without the prior notice of Police Department. The restricted bank deposits as at December 31, 2016 represent guarantee deposits, which primarily include reserves of $4,954 for bank acceptance notes and short-term borrowings issued by the Group to suppliers with maturity period of 6 or 12 months, $1,392 in several bank accounts which was frozen due to certain lawsuits filed by the suppliers and $2,679 of bank deposits put under the custodian of Sinsin Group. |
6. Accounts Receivable
6. Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable Accounts receivable, current and non-current, mainly represent amounts due from customers for 1) sales of Solar PV projects; 2) rendering of EPC services; 3) supply of electricity under power supply agreements (“PPA”); and 4) sales of solar PV related components. The allowance for doubtful accounts is provided against gross accounts receivable balances based on the Group’s best estimate of the amount of probable credit losses in the Group’s accounts receivable. The Group grants credit terms to credit-worthy customers. Terms vary per contract terms and range from 30 to 90 days. Contractually, the Group may charge interest for extended payment terms and require collateral. The Group regularly monitors and assesses the risk of not collecting amounts owed by customers. This evaluation is based upon a variety of factors, including an analysis of amounts current and past due along with relevant history and facts particular to the customer. The Group does not have any off-balance-sheet credit exposure related to its customers. Accounts receivable, current, as at December 31, 2017 and 2016 primarily consists of receivables arose from EPC services, trading and sales of solar PV related components. The aging of accounts receivable as of December 31, 2017 and 2016, prepared based on credit period offered, consisted of the followings: December 31, 2017 December 31, 2016 Gross Allowance Net Gross Allowance Net Current 8,581 – 8,581 9,077 – 9,077 0-90 days past due 4,878 – 4,878 6,817 – 6,817 91-180 days past due 2,088 – 2,088 9,379 – 9,379 181-365 days past due 1,537 (764 ) 773 3,516 (487 ) 3,029 over 1 year past due 56,759 (27,763 ) 28,996 37,386 (20,079 ) 17,307 Total $ 73,843 $ (28,527 ) $ 45,316 $ 66,175 $ (20,566 ) $ 45,609 Included in the gross receivable balances arising from EPC services as at December 31, 2017 and 2016 were $35,222 (RMB 229,166) and $34,049 (RMB 236,403) due from Zhongwei Hanky Wiye Solar Co., Ltd (“Zhongwei”) against which allowance for doubtful accounts of $17,309 and $16,220 had been recognized, respectively. In August 2014, the Group entered into an EPC contract with Zhongwei, a customer in the PRC, to construct a 30MW ground mounted PV station. The grid-connection of Zhongwei Project was completed in July 2015. There was significant delay of payments by Zhongwei based on the contract terms. The Group filed two lawsuits against the project owner of Zhongwei in August 2016 and April 2017 claiming repayment on the entire outstanding balances. On December 21, 2016, the Group won the first trial of the lawsuit filed in August 2016 and has successfully frozen the Zhongwei’s bank account that collects the electricity incomes generated from the 30MW PV station. During 2017, $1,112 of Zhongwei’s electricity income was force executed by the PRC court, which was used to settle payable to an EPC supplier. The force execution process was paused on December 20, 2017. The second trial of the lawsuit filed in April 2017 has not been scheduled as the date of issuance of the consolidated financial statements. Included in the gross receivable balances arising from EPC services as of December 31, 2017 was $15,487 due from Inner Mongolia Zhaojing Photovoltaic Power Generation Co., Ltd. (“Zhaojing”) against which allowance for doubtful accounts of $7,802 had been recognized. As of December 31, 2016, the receivable from Zhaojing was $19,815, with provision of $2,924, which was recognized as costs and estimated earnings in excess of billings on uncompleted projects. In March 2015, the Group entered into EPC contract with Zhaojing to construct a 20MW PV station. The PV station was 96% completed as of December 31, 2016, while Zhaojing didn’t make payment according to the payment terms. In 2016, the Group terminated the construction of the PV station, and filed a complaint against Zhaojing claiming repayment on the entire outstanding balances. As of the date of the issuance of the consolidated financial statements, the complaint is still on the early stage of the proceeding. The movements of allowance for doubtful accounts are as follows: 2017 2016 2015 Balance as at January 1 $ 20,566 $ 36,553 $ 766 Addition 6,260 4,171 36,468 Written off (1,526 ) (239 ) (616 ) Reversal (1,372 ) (18,293 ) (65 ) Reclassification from allowance for costs and estimated earnings in excess of billings on uncompleted contracts 3,121 – – Foreign currency translation difference 1,478 (1,626 ) – Balance as at December 31 $ 28,527 $ 20,566 $ 36,553 As of December 31, 2017 and 2016, allowance for doubtful debts of $26,958 and $18,487 had been recognized for certain gross receivable balances of $52,664 and $36,480, respectively, which arose from the Group’s EPC service revenue. Also, allowance for doubtful debts of $1,569 and $2,079 had been recognized for certain gross receivable balances of $21,179 and $29,695, respectively, which arose from other types of revenues. The allowance is determined on the basis of their expected recoverable amount of these receivables. |
7. Inventories
7. Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories consisted of the following: December 31, December 31, 2017 2016 Goods in Transit $ 632 $ 631 Finished goods 15,287 11,635 Total $ 15,919 $ 12,266 In 2017, 2016 and 2015, inventories were written down by $587, $806 and $2,493, respectively, to reflect the lower of cost or market price. |
8. Project Assets
8. Project Assets | 12 Months Ended |
Dec. 31, 2017 | |
Project Assets | |
Project Assets | 8. Project Assets As of December 31, 2017, project assets, current and non-current, mainly consist of the SEF development across U.S.A., United Kingdom, Japan and the PRC, with the amount of $42,990 (2016: $41,300), $nil (2016: $1,054), $15,589 (2016: $5,496) and $11,680 (2016: $9,879) respectively. Project assets consist of the following: December 31, December 31, 2017 2016 Under development-Company as project owner $ 59,315 $ 48,605 Under development-Company expected to be project owner upon the completion of construction* 10,944 9,124 Total project assets 70,259 57,729 Current, net of impairment loss $ 42,211 $ 27,980 Noncurrent $ 28,048 $ 29,749 * All of the projects costs under this category were recorded as project assets, noncurrent. During the years ended December 31, 2017, 2016 and 2015, impairment losses of $3,354, $8,706 and $10,853 were recorded for project assets expected to be held and use, primarily due to the delay of construction and grid connection as compared to management’s expectation. The Group recorded impairment loss of $687, $5,138 and $5,932, respectively, for certain project assets held for development and sale. During the year ended December 31, 2017 and 2016, the Group recognized revenue for sale of project assets of $6,042 and $14,428, respectively, and cost of $5,801 and $13,583 were recognized accordingly. In 2016, the Group has obtained the ownership of two grid-connected project and reclassified the related project asset costs incurred of $8,899 to Property, plant and equipment in the consolidated balance sheet. No similar reclassification incurred from project asset to property, plant and equipment in 2017. |
9. Prepaid Expenses and Other C
9. Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets December 31, December 31, Value-added tax recoverable, current $ 2,936 $ 2,980 Deposit and prepayment for acquisitions, net of provision of $16,925 and $16,500, respectively (a) 116 2,207 Other deposit and prepayment, net of provision of $3,536 and $1,445, respectively (b) 3,962 5,533 Receivable from the Group’s executives and employees, net of provision of $6,059 and $6,059, respectively (c) 9,140 9,140 Other receivable, net of provision of $13,635 and $9,639, respectively 3,607 4,827 Others, net of provision of $nil and $426, respectively – 150 Total prepaid expenses and other current assets $ 19,761 $ 24,837 (a) Deposit and Prepayment for Acquisitions Deposit and prepayment for acquisitions as at December 31, 2017 primarily include: i) a deposit of $3,228 (2016: $3,313) paid to acquire 95.68% of the shares in Guo Dian Nai Lun Te Zuo Qi Photovoltaic Power Generation LLC (“Guo Dian”), and provision for doubtful recoveries of $3,228 (2016: $3,025) was made; ii) prepayment of $3,492 (2016: $3,272) made to acquire All-Zip Roofing System Group Co., Ltd., (“All-Zip”), and fully bad debt was provided. During the year ended December 31, 2015, the acquisition for Guo Dian and All-Zip were cancelled as certain closing conditions were not met. The Group has filed legal claims against Guo Dian and All-Zip to collect the prepayment made and made full provision for doubtful recoveries based on its assessment of the estimated recoverable amounts. iii) an amount of $8,032 (2016: $8,334) relating to the acquisition of RE Capital Projects. The prepayment for acquisition of RE Capital Projects included cash of $2,640 and the Group’s common stock amounting to $5,500. In April 2017, the acquisition was terminated and both parties agreed that the common stock would be transferred back to the Group and the cash portion would not be refunded. As of then, the Group totally incurred cost of $8,334 (including the cash portion and share portion). Thus, provision for doubtful recoveries of $7,978 (2016: $7,964) was accrued, and the prepayment for acquisition was written down to the recovered amount of $54 and $370 as of December 31, 2017 and 2016. (b) Other Deposit and Prepayment Other deposit and prepayment primarily include prepayment made to vendors to purchase PV modules, rental deposits and other prepaid expenses. (c) Receivable from the Group’s Executives and Employees Pursuant to the PRC tax regulations, the income derived from the exercise of the share options and RSU (See Note 22 Stock-based Compensation) is subject to individual income tax (“IIT”), which should be withheld by the Group from these executives and employees for payment to the PRC tax authorities. As of December 31, 2017 and 2016, the Group had an outstanding receivable, net of provision, of $9,140 from the executives and employees and the Group had payable to the PRC tax authorities of US$15,199 in relation to the IIT liabilities arising from the exercise of share options and RSU by these executives and employees. During the year ended December 31, 2017 and 2016, the Group recognized a provision for doubtful recoveries of such receivable of $nil and $6,059 up to the estimated recoverable amount based on the market quoted price of the Company’s common share as of December 31, 2016. The provision is included in impairment charges in the consolidated statements of operations. |
10. Finance Lease Receivables
10. Finance Lease Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Finance Lease Receivables | 10. Finance Lease Receivables The Group had entered into finance lease contracts for leasing those Underlying PV Products to third-party PV developers through the on-line platforms of Solar Energy and Meijv (see Note 1— Description of Business and Organization and Note 2(r) Revenue recognition), and also entered into sales and leaseback arrangements with the third parties. These leases are accounted for as finance lease. Finance lease receivables are as follows: December 31, December 31, 2017 2016 Minimum lease payments receivable $ 119,475 $ 113,574 Less: amounts representing interest (57,437 ) (52,205 ) Present value of total minimum capital lease payments receivable (at rates range from 5% to 17.25%) 62,038 61,369 Less: impairment (52,263 ) (26,021 ) Net finance lease receivables $ 9,775 $ 35,348 Current $ 3,816 $ 9,140 Noncurrent 5,959 26,208 As at December 31, 2017, future maturities of minimum lease payments receivable are as follows 2018 $ 21,383 2019 9,331 2020 8,966 2021 8,879 2022 8,506 Thereafter 62,410 $ 119,475 During the years ended December 31, 2017, 2016 and 2015, the Group earned total interest income of $695, $4,387 and $1,507, respectively, for these finance lease contracts. |
11. Property, Plant and Equipme
11. Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 11. Property, Plant and Equipment Property, plant and equipment consisted of the following: December 31, December 31, 2017 2016 Photovoltaic (“PV”) solar systems $ 80,683 $ 145,865 Furniture, fixtures and equipment 905 1,121 Automobile 713 699 Computers 2,058 1,853 Leasehold improvements 327 306 84,686 149,844 Less: accumulated depreciation (9,735 ) (14,779 ) 74,951 135,065 Construction in progress 3,482 4,560 Less: impairment (17,105 ) (12,640 ) $ 61,328 $ 126,985 The costs of PV solar system include costs of acquiring permits, construction fees of PV solar system, costs of items installed in the PV solar system including solar panels, and other costs incurred that are directly attributable to getting the PV solar system ready for its intended use of grid connection with customer for supply of electricity. Depreciation of property, plant and equipment was $2,968, $4,739 and $4,686 for the years ended December 31, 2017, 2016 and 2015, respectively. Impairment loss on property, plant and equipment of $17,105 and $12,640 had been recognized as of December 31, 2017 and 2016, respectively. In 2009, the Group capitalized a PV solar system relating to the Aerojet 1 solar development project (“Project Aerojet”) along with the associated financing obligation, recorded under financing and capital lease obligations, net of current portion, in the Consolidated Balance Sheets, due to certain guarantee arrangements and the continuing involvement with this project. As of December 31, 2016, the carrying amount of PV solar system relating to Project Aerojet amounted to $9,654 and the associated financing obligation was $8,900. On March 21, 2017, pursuant to the asset purchase agreement signed in relation to the project, the Group released all the guarantee arrangements and would not maintain its continuing involvement with this project. Therefore, the PV solar system recorded in property, plant and equipment with its associated financing obligation in Financing and capital lease obligations was derecognized from the Consolidated Balance Sheets. Pursuant to the share purchase agreement entered between the Group and TBEA Xinjiang Sunoasis Co., Ltd. (“TBEA Sunoasis”) regarding the acquisition of Xinte in 2014, 100% equity interests in Xinte were pledged to TBEA Sunoasis to secure purchase consideration and obligation arising from EPC service provided by TBEA Sunoasis. On March 28, 2016, the Group entered into a ten-year sale-and-leaseback arrangement on the PV solar system with China Kangfu International Leasing Co., Ltd. (“Kangfu Leasing”), an independent third party. The sales price of $20,164 was the same as the principle of the lease arrangement which was used to settle the outstanding purchase consideration due to TBEA Sunoasis. The pledge of equity interests in Xinte was then released by TBEA Sunoasis. 100% equity interests in Xinte were pledged to Kangfu Leasing at the inception of lease. Pursuant to the terms of the lease agreement, the Group is only required to pay interests at 6.125% per annum in the first eleven months, a portion of principal and interests of $4,321 in the twelfth month and equal principal and interest payments by installment for the remaining nine years. The effective interest rate for the lease is determined as 10.1%. The bargain purchase price at the end of lease period is $1. The lease was classified as capital lease and the Group continued to record this PV solar system in property, plant and equipment. As of December 31, 2017 and 2016, the carrying amount of Xinte’s PV solar system amounted to $22,358 (RMB 145,468) and $21,996 (RMB 152,374), respectively. In April 2017, the Group defaulted on the payment of partial principal and interests required for the twelfth month. A new repayment schedule has been agreed between the Group with Kangfu Leasing, pursuant to which, the defaulted repayment in the twelfth month was deferred from April 2017 to November 2017 with the remaining repayment schedule remains unchanged. However the Group defaulted again in September 2017 and made no payment since September 2017 till the issuance of the financial statements. In March 2018, the Group was sued by Kangfu Leasing and was required to repay all the remaining principal, interest and default penalty (See Note 25(b) Contingencies). During the year ended December 31, 2017, $60,106 of property, plant and equipment, with accumulated depreciation of $4,648, was derecognized due to the deconsolidation of Sinsin (See Note 4 Deconsolidation of Sinsin). |
12. Investment in Affiliates
12. Investment in Affiliates | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Affiliates | 12. Investment in Affiliates Investment in affiliates represents: i) the investment in EnSync, Inc. (formerly known as ZBB Energy Corporation) (“ENS”) of $nil and $2,214 as of December 31, 2017 and 2016, respectively; ii) the investment of $4,321 in Beijing Dingding Yiwei New Energy Technology Development Co., Ltd. (“Dingding Yiwei”), which has been fully impaired as of December 31, 2017 and 2016; iii) and the investment in Sinsin (See Note 4 Deconsolidation of Sinsin). The investment in ENS consists of i) 8,000,000 shares of ENS’s common stock (“Purchased Common Stock”), ii) 28,048 shares of ENS’s convertible preferred stock (“Convertible Preferred Stock”), and iii) warrant to acquire 50,000,000 shares of ENS’s common stock (“Warrant”). Total cash consideration of ENS investment was $33,390, of which $16,947 was recognized for Warrant, $3,244 was recognized for the initial cost of investment in Purchased Common Stock, and the remaining $13,199 was recognized for the initial cost of investment of Convertible Preferred Stock. The decrease in fair value of $nil, $2,328 and $14,619 of the Warrant was recognized as Change in fair value of derivative asset/liabilities in the consolidated statements of operations for the year ended December 31, 2017, 2016 and 2015. The investment in Purchased Common Stock was fully impairment as of December 31, 2017 and 2016, and impairment provision of $2,214, $9,895 and $1,090 was provided for investment in Convertible Preferred Stock during the year ended December 31, 2017, 2016 and 2015. As of December 31, 2017 and 2016, the investment in ENS was $nil and $2,214, respectively. |
13. Fair Value Measurement
13. Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 13. Fair Value Measurement There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016. The following method and assumptions were used to estimate the fair value on a non-recurring basis as at December 31, 2017 and 2016: Cash and cash equivalents, restricted cash, accounts receivable and payable, short term investments, bank deposits with maturity over three months, finance lease receivables, current, short term borrowings, accrued liabilities, advance from customers and other current liabilities — costs approximates fair value because of the short maturity period. Convertible bonds. The estimated fair value of convertible bond with Union Sky was $12,879 as of February 12, 2017. The fair value of convertible bonds was classified in Level 3 of the fair value hierarchy, and uses binomial model. Investment in affiliates. Investment in affiliates consists of Convertible Preferred Stock of ENS with carrying amount of $nil and $2,214 as at December 31, 2017 and 2016. The estimated fair value of Convertible Preferred Stock was $nil and $2,214 as of December 31, 2017 and 2016. The fair value of Convertible Preferred Stock of ENS was classified in Level 3 of the fair value hierarchy in which management has used at least one significant unobservable input in the valuation model. The fair value of the Convertible Preferred Stock of ENS is determined by the fair value of the total common stock with a discount for Lack of Marketability Discount (“LOMD”). The LOMD as of the Valuation Date is derived by reference to put option based on Black-Scholes Option Pricing Model, with significant inputs on the volatility and expected terms of each tranche of the Preferred Stock unobservable in the market. The volatility is determined by the average standard derivation of the comparable companies applicable over a period with length commensurate to the expected term of the Convertible Preferred Stock, and the expected term of each tranche of the Convertible Preferred Stock is based on management’s estimation of the conversion schedule. Significant variance of the above-mentioned inputs would result in a significantly lower or higher fair value measurement. Finance lease receivables, noncurrent. The Group used discounted cash flow approach to determine the fair value, which was classified in Level 3 of the fair value hierarchy. The fair value of finance lease receivables, noncurrent, is determined to approximate its carrying value. There have been no transfers between Level 1, Level 2, or Level 3 categories. |
14. Accrued Liabilities
14. Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 14. Accrued Liabilities Accrued liabilities are as follows: December 31, December 31, Other tax payables (a) $ 6,497 $ 6,653 Accrued expense 5,937 3,379 Tax penalty payable (b) 9,670 – Other payable 5,385 5,037 Other accrual and payables 5,321 1,505 Total accrued liabilities $ 32,810 $ 16,574 (a) Other Tax Payables Other tax payables primarily represent value added tax payables of $6,434 (2016: $5,819) related to the sales of PV modules and EPC service revenue. (b) Tax Penalty Payable The Company was late for filing Federal and State income tax returns, hence an expected penalty payable of $9,670 was accrued as of December 31, 2017. |
15. Advance From Customers
15. Advance From Customers | 12 Months Ended |
Dec. 31, 2017 | |
Customer Advances and Deposits, Current [Abstract] | |
Advance From Customers | 15. Advance From Customers The Group requires its customers to make deposits before sale of PV projects. Such payments are recorded as advances from customers in the Group’s consolidated financial statements, until the sales completed. |
16. Short-term Borrowings and L
16. Short-term Borrowings and Long-term Borrowings | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings and Long-term Borrowings | 16. Short-term Borrowings and Long-term Borrowings December 31, December 31, Short-term bank borrowings $ 8,050 $ 11,769 Loan financing through on-line platform 92,769 67,219 Other short-term borrowings – 3,068 Current portion of long-term borrowings 7,907 2,078 Total short-term borrowings and current portion of long-term borrowings 108,726 84,134 Long term bank borrowings 9,498 2,936 Other long-term borrowings 8,232 7,710 Loan financing through on-line platform, noncurrent – 6,525 Total long-term borrowings 17,730 17,171 Less: current portion of long-term borrowings (7,907 ) (2,078 ) Total long-term borrowings, excluding current portion 9,823 15,093 Total borrowings $ 118,549 $ 99,227 As of December 31, 2017, the maturities of the long-term borrowings are as follows: 2018 $ 7,907 2019 577 2020 608 2021 630 2022 659 Thereafter 7,349 $ 17,730 As of December 31, 2017, bank loans primarily represent: i) $2,738 short term loans borrowed from Bank of Suzhou (“BOS”) at an interest rate of 5.655% per annum which has been matured on April 18, 2017, July 17, 2017 and July 18, 2017, respectively. The Group defaulted the repayment of the borrowing from BOS and was sued by BOS on August 10, 2017 (see Note 25(b) Contingencies); ii) $2,765 8-year long-term loan borrowed from Bank of Jiangsu (“BOJ”) at an interest rate of 5.635% per annum with a maturity date of August 29, 2024. 100% equity interest in one of the Group’s subsidiary in China was pledged as the guarantee of the long term bank loan and its electricity income will be used to repay the loan. This subsidiary holds a power station, of which the carrying amount was $3,515 as of December 31, 2017; iii) $6,733 10-year long term loan borrowed from Santander Bank at interest rate of 2.83% and 3.96% per annum with a maturity date of February 16, 2027. T he Group’s subsidiary, Solar Juice, entered into loan agreements with Westpac Bank, whereby Westpac Bank provided Solar Juice loans at fixed interest rates ranging from 2.25% to 4.66% amounting to $5,143 as of December 31, 2017. These loans matured from January 2, 2018 to August 11, 2018, and the Group r paid when matured. The Group entered into a borrowing agreement with a third party on December 31, 2016 and obtained a borrowing of $7,354 which was interest free with a maturity date of March 31, 2018. The Group defaulted the repayment of the borrowing and was sued by the third party on August 13, 2018 (see Note 25(b) Contingencies). As discussed in Note 1 — Description of Business and Organization and Note 2(r) — Revenue recognition, the Group raised interest bearing funds from individual investors through the on-line platform of Meijv (Solar Energy before March 2016). Individual investors, who need to register as a member on the platform, provided funds through subscription for certain on-line products launched by the Group. Each on-line products launched on the platform are set with a targeted amount of funds in Renminbi to be raised for that product, which is divided into units (“Investment Unit”) with unit value ranging from RMB16.7 to RMB300,000. Individual investors may subscribe for Investment Unit of these on-line products which are generally structured in the way of using the funds from individual investors to purchase solar module or PV related products (“Underlying PV Products”) for leasing to the PV project developers on PV project basis over a specified period. Investments made into each on-line product are subject to lock-up period, which ranges from nil to 1,080 days, depending on the terms of each on-line product. During the lock-up period, the individual investors could not transfer or redeem their subscribed Investment Units. After the lock-up period individual investors are permitted either to transfer their investments in respect of the principal portion to other investors through the on-line platform or, for substantially all on-line products launched in 2015 and early 2016, to request the Group to redeem their subscribed Investments Units (“Redemption Right”). Since second half of 2016, the Group launched new on-line products with no redemption right in compliance with the relevant regulations. Although the Group does not grant redemption right or provide guarantee to funds raised under certain on-line products, based on the history and to avoid reputational risks, the Group would return the funds to the individual investors and assume the title of the leased asset after the lock-up period. Any Investments Units so redeemed by the Group would be put on the on-line platform for re-sale to other investors. Once Investment Units are subscribed and funds are provided, individual investors are guaranteed by the Group with a minimum investment return. During the year ended December 31, 2017, the Group raised funds of $84,368 from the individual investors through online platform at an interest rates ranging from 5.0% to 10.2% per annum. The Group also offered, from time to time, discount from 5% to 20% on the unit value for Investment Units subscribed by individual investors. Such discount is amortized as interest expense using the effective interest rate method through the end of the lock-up period, which is the earliest date that the Group could be required to repay the unit value in respect of the investment made by individual investors. As of December 31, 2017, outstanding borrowings from individual investors through on-line platform amounted to $92,769 in total, which was recorded as short term borrowings since the Group should repay all the principal, interest and penalty immediately once the Group default the repayment in April 2017. As of December 31, 2016, outstanding borrowings from individual investors amounted to $73,744, of which $67,219 was short-term and $6,525 was long-term. Borrowings of $30,351 and $23,526 were guaranteed by the Group’s project assets and property, plant and equipment with total carrying amount of $18,455 and $32,499 as of December 31, 2017 and 2016, respectively. The average interest rate on short term borrowings was 7.61%, 7.84% and 7.20% per annum in 2017, 2016 and 2015, respectively. |
17. Other Liabilities
17. Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 17. Other liabilities: December 31, December 31, 2017 2016 Due to individual investors (a) $ – $ 5,479 Withholding individual income tax payable 15,199 15,199 Unpaid acquisition payable 57,838 47,197 Other current liabilities 12,273 3,342 Total other current liabilities 85,310 71,217 Other non-current liabilities 756 711 Accrued warranty reserve 1,537 1,580 Total other non-current liabilities 2,293 2,291 Total other liabilities $ 87,603 $ 73,508 (a) Due to Individual Investors Amount due to individual investors as of December 31, 2016 was related to funds raised through the on-line platform of Solar Energy. From time to time, individual investors may have funds in their members’ accounts without subscribing for any on-line products. Such funds provided to the Group are not entitled to any interest. These non-interest bearing funds are recorded as amount due to individual investors under other current liabilities. Since April 2017, investors had issues on recovering their funds in the members’ accounts, principal invested in on-line products nor interest earned. All the amounts due to individual investors were recorded as loan financing from through on-line platform as of December 31, 2017. (b) Unpaid Acquisition Payable Acquisition payable was $57,838 and $47,197 as of December 31, 2017 and 2016, respectively. It mainly included unpaid purchase consideration of Sinsin (See Note 4 Deconsolidation of Sinsin). |
18. Goodwill and Other Intangib
18. Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 18. Goodwill and Other Intangible Assets (a) Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 were as follows: Balance as of December 31, 2015 $ 75,969 Impairment loss charged during the year (65,223 ) Foreign currency translation (10,746 ) Balance as of December 31, 2016 $ – Acquisition of Heliostixio (Note 3) 683 Balance as of December 31, 2017 $ 683 The Goodwill of $683 as of December 31, 2017 was from the acquisition of Heliostixio in December 2017 (See Note 3 Business Combination). No impairment provision for goodwill was made during the year ended December 31, 2017. Accumulated impairment losses at December 31, 2016 for our single reporting unit were $65,223. 2016 Goodwill Impairment Testing Our annual impairment analysis was performed on December 31, 2016. The Group elected to perform the first step of the two-step goodwill impairment test instead of first performing a qualitative goodwill impairment test. Such first-step impairment test represented the comparison of the fair value of the reporting unit with its carrying amount, including goodwill. Due to deterioration in the environment in which the Group operates and the decline in the Group’s actual and projected financial performance, it was considered more likely than not that the fair value of the reporting unit was less than its carrying value. The Group has only one reporting unit, which is also its single operating and reporting segment: solar energy products and services. Significant estimates used in income approach fair value calculations included: (i) future sales volumes and average selling prices per watt; (ii) cost per watt projections for module and system sales; (iii) future effective tax rates, which are estimated to be between 10% and 35%; (iii) forecasts of capital expenditures and working capital requirements; (iv) discount rates, which are estimated to range between 11.5% and 18%; and (v) future terminal values of the reporting unit, which are based on its ability to exist into perpetuity. Significant estimates used in our market approach fair value calculations included business enterprise values and revenue multiples of various publicly traded companies. The underlying assumptions used in the first step of 2016 impairment test also considered market capitalization of the Company as of the date of testing and current solar industry market conditions. As a result of the testing, the Group determined that the estimated fair value of the Group’s single reporting unit was less than its carrying value, which required the Group to perform the second step of the goodwill impairment test. The Group performed such second-step impairment test to determine the implied fair value of goodwill for the single reporting unit, which required the Group to allocate the fair value of the reporting unit to its individual assets and liabilities, including any unrecognized intangible assets. Based on this second-step impairment test, the implied fair value of goodwill for the reporting unit was $nil, and the Group recorded an impairment loss of $65,223, which was included in impairment charges in the consolidated statements of operations for the year ended December 31, 2016. (b) Other Intangible Assets Intangible assets consisted of the following: Useful Life (in months) Gross Accumulated Amortization Impairment Charge Net As of December 31, 2017 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (1,086 ) (1,326 ) 2,305 Website 36 270 (156 ) (114 ) – $ 7,687 $ (3,942 ) $ (1,440 ) $ 2,305 As of December 31, 2016 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (746 ) (1,235 ) 2,736 Website 36 270 (75 ) – 195 $ 7,687 $ (3,521 ) $ (1,235 ) $ 2,931 The customer relationship was mainly contributed by the acquisition of Solar Juice in May 2015. As customer relationship with clients was the key driver of the revenue for Solar Juice, which will bring further economic benefit to the Group’s business. Therefore, the customer relationship was separately identified as an intangible asset on the acquisition date. The balance is amortized over the useful life of 10 years. The Group recorded impairment loss of $91, $1,235 and $nil on customer relationship, respectively, for the years ended December 31, 2017, 2016 and 2015. The Group recorded impairment loss of $114 on the website for the year ended December 31, 2017 since it may not be recoverable. Amortization expense for other intangible assets was $390, $519 and $862 for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the estimated future amortization expense related to other intangible assets is as follows: 2018 $ 302 2019 302 2020 302 2021 302 2022 302 Thereafter 795 $ $2,305 |
19. Convertible Bonds
19. Convertible Bonds | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Bonds | |
Convertible Bonds | 19. Convertible Bonds In December 2014, the Company entered into three convertible promissory note purchase agreements with Brilliant King Group Limited (“Brilliant King”), Poseidon Sports Limited (“Poseidon”) and Union Sky Holding Group Limited (“Union Sky”), respectively whereby the Company agreed to sell and issue to these three investors convertible promissory notes in an aggregate principal amount of $35,000 which could be converted into 175,000 Common Shares at a fixed conversion price of $200 unless adjusted for anti-dilution. The convertible notes bore no interest, and might be partially or wholly converted into shares of the Company’s common stock at any time prior to maturity at the option of the investor. The convertible promissory notes was due and payable on June 11, 2016. On June 15, 2015, the Company agreed to issue to Vision Edge Limited (“Vision Edge”) convertible promissory note in an aggregate amount of $20,000 which could be converted into 74,074 Common Shares at a fixed conversion price of $270 unless adjusted for anti-dilution pursuant to the agreement entered between the Company and Vision Edge. The convertible notes bore no interest, and might be wholly converted into shares of the Company’s common stock at any time prior to maturity at the option of the investor. The commitment date of the convertible promissory note is on June 29, 2015. The convertible promissory note was due and payable on June 29, 2016. Also, as mentioned in Note 20—Stock option, on June 15, 2015, the Company agreed to grant Vision Edge an option to purchase from the Company a total of 74,074 shares of the Company’s common stock for an aggregate purchase price of $20,000, or $270 per share, prior to December 15, 2015 pursuant to an option agreement. The convertible promissory note and stock options were initially recorded at $19,705 and $295, respectively, according to the allocation of the total proceeds. The discount of $295 of the convertible promissory note is amortized as interest expense using the effective interest rate method through the earliest demand payment date, i.e. June 29, 2016. The stock option was accounted for as an equity instrument and was recorded within equity. The convertible promissory notes was due and payable on June 29, 2016. The Group defaulted the payment for all outstanding convertible bonds of $55,000 in June 2016. First Amendment Agreement On February 12, 2017, the Group entered into an Amendment Agreement (“First Amendment Agreement”) with Union Sky, one of the convertible bond holders to extend the maturity date of the debt, pursuant to which the repayment of $6,600, $6,700 and $6,700 of the principal amount of the convertible bond was extended to April 30, 2017, January 30, 2018 and January 30, 2019, respectively. The holder has the option to convert the outstanding amounts under the convertible bond into equity interest in the Company at a conversion price per ordinary share that equals the weighted average daily closing price of the Company’s American depositary shares from January 30, 2017 to February 10, 2017. According to the First Amendment, the convertible bond held by Union Sky was substantially amended by adding the substantive conversion option and the present value of the cash flows under the terms of the amended debt instrument was more than 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. According to ASC Topic 470, if it is determined that the original and new debt instruments are substantially different, and the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. Therefore, the amended convertible bond held by Union Sky was initially recorded at fair value, amounting to $12,879 as of February 12, 2017. As comparing to the carrying value of original of $20,000, a gain from extinguishment of debt of $7,121 was recognized in 2017. The discount of $7,121 of the amended convertible bond is amortized as interest expense using the effective interest rate method through the period of the First Amendment Agreement. As of December 31, 2017, the remaining unamortized discount was $4,215. As the Group did not make the first repayment by the end of April 2017, all outstanding debts of $20,000 under the Agreement became due immediately bearing an annual interest rate of 18%. Second Amendment Agreement On June 29, 2018, the Company entered into another amendment agreement (the “Second Amendment Agreement”) with the Union Sky and Magical Glaze Limited (“MGL”), a company and Union Sky was under common control, pursuant to which agreement the Union Sky has transferred all the rights and obligations under the Original agreement and First Amendment Agreement to MGL, and the maturity date of the note was further extended. According to the Second Amendment Agreement, the repayment of $6,600, $6,700 and $6,700 of the principal amount of the convertible bond and interest thereon is due by December 2019, June 2020 and December 2020, respectively. MGL and the Company also agreed that MGL had the option to convert the outstanding amounts under the convertible bond into equity interest of the Company as the same provision stated in the First Amendment Agreement started on June 29, 2018. As at December 31, 2017, except the convertible bonds held by Union Sky and subsequently by MGL, the conversion option of the convertible bonds except had expired and as of the date of issuance of the accompanying consolidated financial statements, the entire principal amount of the convertible bonds of $55,000 remained unpaid. |
20. Stock option
20. Stock option | 12 Months Ended |
Dec. 31, 2017 | |
Stock option | |
Stock option | 20. Stock option The Company granted warrants to Brilliant King, Poseidon and Union Sky to purchase from the Company a total shares of 275,000 common stock for an aggregate purchase price of $55,000 or $200 per share together with issuance of convertible promissory notes (See Note 19 Convertible Bonds) in December 2014. 200,000 shares of option granted to Union Sky was expired on March 15, 2015, the remaining 75,000 shares of option could be exercised on or prior to the date of completion of the listing of the Company’s ordinary share on the New York Stock Exchange or the NASDAQ Stock Market, pursuant to the terms of the option agreement and subject to the closing conditions therein. Brilliant King and Poseidon exercised their options and remitted $12,000 and $3,000 to the Company on December 28, 2015, respectively. In 2015, the Company granted Border Dragon Limited (“Boarder Dragon”), Central Able Investments Limited (“Central Able”), Yes Yield Investments Limited (“Yes Yield”) and Vision Edge options to purchase 216,674 shares of the Company’s common stock in total at an exercise price of $200 and $270 per share respectively for an aggregate purchase price of $55,002. All these options expired subsequently except that Yes Yield exercised its option to purchase 37,000 shares at a consideration of $10,000 and the payment was made on November 18, 2015 and the Company extended Yes Yield’s right to purchase the remaining 55,600 shares to June 30, 2016 pursuant to a supplemental agreement on October 31, 2015. The 55,600 shares of option was expired on June 30, 2016. |
21. Stockholders' Deficit
21. Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 21. Stockholders’ Deficit (a) Common Stock On December 6, 2017, the Group enacted a one-for-ten reverse stock split as approved by the Group’s extraordinary general meeting. On November 12, 2018, an extraordinary general meeting was held and declared a one-for-ten reverse stock split immediately effective on November 12, 2018 (see Note (29(c)). All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the reverse stock slips. The authorized shares of common stock were 500,000,000 shares of a par value of $0.0001. During the year ended December 31, 2017 and 2016, the Group issued common stock of 834,020 shares and 26,000 shares. The issued common stock of the Company as of December 31, 2017 and 2016 was 7,250,672 shares and 6,416,652 shares, respectively. (b) Non-controlling Interest In 2017, loss from operations of $91,080 was attributable to the shareholders of the Company and income from operations of $121 was attributable to non-controlling interest, respectively. In 2016, loss from operations of $220,696 was attributable to the shareholders of the Company and loss from operations of $272 was attributable to non-controlling interest, respectively. In 2015, loss from operations of $184,798 and $282 was attributable to the shareholders of the Company and non-controlling interest, respectively. (c) Statutory Reserve Relevant PRC statutory laws and regulation permit payments of dividends by the Company’s subsidiaries in the PRC only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations. Under the Law of the PRC on Enterprises with Wholly Owned Foreign Investment, the Company’s subsidiaries in the PRC are required to allocate at least 10% of their after tax profits, after making good of accumulated losses as reported in their PRC statutory financial statements, to the general reserve fund and have the right to discontinue allocations to the general reserve fund if the balance of such reserve has reached 50% of their registered capital. These statutory reserves are not available for distribution to the shareholders (except in liquidation) and may not be transferred in the form of loans, advances, or cash dividend. For the years ended December 31, 2017, 2016 and 2015, $25, $19 and $135 were appropriated from retained earnings and set aside for the statutory reserve by the Company’s subsidiaries in the PRC. |
22. Stock-based Compensation
22. Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 22. Stock-based Compensation The Company measures stock-based compensation expense for all stock-based compensation awards based on the grant-date fair value and recognizes the cost in the financial statements over the employee requisite service period. The following table summarizes the consolidated stock-based compensation expense, by type of awards for the years ended December 31: For the Years Ended December 31, December 31, December 31, 2017 2016 2015 Employee stock options $ 510 $ 1,517 $ 6,350 Restricted stock grants 288 412 31,843 Total stock-based compensation expense $ 798 $ 1,929 $ 38,193 The following table summarizes the consolidated stock-based compensation by line items for the years ended December 31: For the Years Ended December 31, December 31, December 31, General and administrative $ 790 $ 1,776 $ 37,810 Sales, marketing and customer service 8 153 383 Total stock-based compensation expense 798 1,929 38,193 Total stock-based compensation expense after income taxes $ 798 $ 1,929 $ 38,193 As stock-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Determining Fair Value Valuation and Amortization Method — Expected Term — Expected Volatility Expected Dividend Risk-Free Interest Rate — Assumptions used in the determination of the fair value of share-based payment awards using the Black-Scholes model for stock option grants during the years ended December 31 were as follows: For the Years Ended December 31, 2017 December 31, 2016 December 31, 2015 Expected term 6.25 4 4 Risk-free interest rate 1.81% - 2.30% 1.15% - 2.26% 1.49% - 1.72% Expected volatility 284% - 763% 166% - 178% 139% - 141% Expected dividend yield 0% 0% 0% Equity Incentive Plan On November 15, 2006, subject to approval of the stockholders, the Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”) which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of Common Stock of the Company through awards of incentive and nonqualified stock options (“Option”), stock (“Restricted Stock” or “Unrestricted Stock”) and stock appreciation rights (“SARs”). The Plan was approved by the stockholders on February 7, 2007. The Company has granted time-based share options and restricted stock under the Plan to directors, officers, employees and individual consultants of the Company. The time-based options generally vest 25% annually and expire three to ten years from the date of grant. Total number of shares reserved and available for grant and issuance pursuant to the 2006 Plan is equal to 9% of the number of outstanding shares of the Company. Shares issued under the Plan will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. Outstanding shares of the Company shall, for purposes of such calculation, include the number of shares of stock into which other securities or instruments issued by the Company are currently convertible (e.g., convertible preferred stock, convertible debentures, or warrants for Common Stock), but not outstanding options to acquire stock. (9% of the outstanding shares of 6,416,652 plus nil of outstanding warrants, less options and restricted stock outstanding and exercised since inception) The exercise price of any Option will be determined by the Company when the Option is granted and may not be less than 100% of the fair market value of the shares on the date of grant, and the exercise price of any incentive stock option granted to a stockholder with a 10% or greater shareholding will not be less than 110% of the fair market value of the shares on the date of grant. The exercise price per share of a SAR will be determined by the Company at the time of grant, but will in no event be less than the fair market value of a share of Company’s stock on the date of grant. On January 12, 2015 and June 29, 2015, the Board of Directors approved the grants of restricted stock unit awards (“RSU”) to core management members, other management and staff, pursuant to the terms of the 2006 Plan. The total number of RSUs granted is 204,684 shares. Among these, the vesting schedules for the chairman, deputy chairman and CFO (“core management”) are 100% vested at the grant date and the vesting schedules for the rest RSUs granted to other management and staff would be vested within the next one year or four years equally. The core management exercised all RSUs of 192,000 and all these shares were issued to them in March 2015. The Group used the market price of its share at grant date as the fair value of the RSUs in calculating the stock based compensation expense. On May 8, 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of Common Stock of the Company through awards of incentive and Option, Restricted Stock or Unrestricted Stock and SARs which was approved by the stockholders. The total number of shares which may be issued under the 2015 Plan is 9% of the number of outstanding and issued ordinary shares of the Company. The Option Price per Share shall be determined by the compensation committee of the Board (“Compensation Committee”), unless expressly approved by the Compensation Committee, shall not be less than 100% of the fair market value of the shares on the date an Option is granted. During the year ended December 31, 2016, the Board of the Company considered and believed that it was advisable and in the best interest of the Company to terminate the share option grant agreements under 2006 Plan, and replace it with the ones under 2015 Plan. On May 20, 2016, the Board of Directors authorized and approved the replacement. A total number of 224 employees accepted the replacement, and the total number of options replaced represented 13,788 shares. The vesting schedule would be based on the remaining vesting period under the “2006 Plan” or 25% vested on each of the first, second, third, and fourth anniversaries of the grant date, which represents the date the new options was approved by the Board. The total incremental compensation cost resulting from the modifications was $1,263, which was amortized on straight-line basis over the remaining vesting period under the “2006 Plan” or the four-year vesting period under the “2015 Plan”. The following table summarizes the Group’s stock option activities: Shares Weighted- Weighted- Aggregate Outstanding as of January 1, 2015 254,290 84 5.65 $ 30,302 Granted 465,210 181 Exercised (788 ) 37 Forfeited/expired (83,225 ) 164 Outstanding as of December 31, 2015 635,488 145 7.85 $ 87,401 Granted 268,490 47 Exercised (1,000 ) 49 Forfeited/expired (352,218 ) 169 Outstanding as of December 31, 2016 550,760 82 7.40 $ 60,032 Granted 325,300 4 Exercised – – Forfeited/expired (374,800 ) 36 Outstanding as of December 31, 2017 501,260 66 7.03 $ 769 Vested and exercisable as of December 31, 2017 113,500 49 10.10 $ 79 Expected to vest as of December 31, 2017 249,681 18 8.19 $ 248 The following table presents the exercise price and remaining life information about options exercisable at December 31, 2017: Range of exercise price Shares Weighted Weighted Aggregate $ 118 - $187 1,550 7.43 178 – $ 40 - $117 27,950 8.47 53 – $ 5 - $39 84,000 7.07 79 113,500 79 Changes in the Group’s non-vested stock awards are summarized as follows: Time-based Options Restricted Stock Shares Weighted Shares Weighted Non-vested as of January 1, 2015 239,370 $ 84 250 $ 75 Granted 465,211 181 204,685 166 Vested (61,698 ) 78 (191,273 ) 165 Forfeited (83,225 ) 164 (4,884 ) 175 Non-vested as of December 31, 2015 559,658 $ 128 8,778 $ 178 Granted 268,491 47 – – Vested (45,573 ) 110 (2,778 ) 178 Forfeited (352,218 ) 169 (1,250 ) 177 Non-vested as of December 31, 2016 430,358 46 4,750 178 Granted 325,300 4 – – Vested (100,663 ) 43 (2,187 ) 128 Forfeited (275,075 ) 48 (1,250 ) 177 Non-vested as of December 31, 2017 379,920 9 1,313 264 The total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015 was $2,955, $2,423 and $4,812, respectively. There were no changes to the contractual life of any fully vested options during the years ended December 31, 2017, 2016 and 2015. Following is a summary of our restricted stock awards as follows: Number Weighted Restricted stock units at January 1, 2015 18,509 $ 66 Granted 204,684 159 Forfeited (4,884 ) 175 Restricted stock units at December 31, 2015 218,309 151 Granted – – Forfeited (1,250 ) 177 Restricted stock units at December 31, 2016 217,059 151 Granted – – Forfeited (1,250 ) 177 Restricted stock units at December 31, 2017 215,809 151 |
23. Income Taxes
23. Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 23. Income Taxes Loss before provision for income taxes is attributable to the following geographic locations for the years ended December 31: 2017 2016 2015 United States $ (24,757 ) $ (102,483 ) $ (75,336 ) Foreign Countries (66,051 ) (118,149 ) (109,071 ) $ (90,808 ) $ (220,632 ) $ (184,407 ) The provision for income taxes consists of the following for the years ended December 31: 2017 2016 2015 Current tax: Federal tax $ – $ – $ – State tax 7 7 2 Foreign countries 226 674 671 Total current tax 233 681 673 Deferred tax: Federal tax (16 ) – – State tax – – – Foreign countries (66 ) (345 ) – Total deferred tax (82 ) (345 ) – Total provision for income taxes $ 151 $ 336 $ 673 The reconciliation between the actual income tax expense and income tax computed by applying the statutory U.S. Federal income tax rate of 35% to pre-tax (loss) income before provision for income taxes for the years ended December 31 is as follows: 2017 2016 2015 Provision for income taxes at U.S. Federal statutory rate $ (31,783 ) $ (77,222 ) $ (64,542 ) State taxes, net of federal benefit (610 ) (3,472 ) (1,436 ) Foreign taxes at different rate 7,502 34,457 26,552 Non-deductible expenses 345 (72 ) 67 Non-taxable income – – (288 ) Valuation allowance (1,631 ) 24,218 26,344 Other 5,088 (1,063 ) 807 Prior year deconsolidation – – – Impairments and intangible amortization (3,762 ) 22,826 194 Stock Based Compensation 279 664 12,975 Tax law changes 22,813 – – Gain/loss on debt medication (1,475 ) – – Tax penalty 3,385 – – $ 151 $ 336 $ 673 On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“TCJA” or the “Act”) (which is commonly referred to as “U.S. tax reform”). Among other provisions, the Act reduces the top U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, changes the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, and creates new taxes on certain foreign sourced earnings. The Company has reflected the changes resulting from the Act in the financial statements for the period of enactment, the year ended December 31, 2017. The change in corporate rate resulted in a $23.2 million decrease in the Company's gross deferred tax assets, with an offsetting decrease in valuation allowance of the same amount. The Company is not subject to a one-time repatriation tax as no aggregate foreign accumulated earnings and profits existed in the foreign subsidiaries as of December 31, 2017. The Company will account for future tax liability arising from Global Intangible Low-Taxed Income, if any, as a period cost. Deferred income taxes reflect the net tax effects of loss carry forwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Group’s deferred tax assets and liabilities for federal, state and foreign income taxes are as follows at December 31 are presented below: 2017 2016 Deferred income tax assets: Net operating loss carry forwards $ 69,847 $ 63,776 Temporary differences due to accrued warranty costs 508 916 Investment in subsidiaries 4,796 6,662 Credits 16 16 Allowance for bad debts 22 396 Fair value adjustment arising from subsidiaries acquisition 457 657 Stock compensation 711 1,021 Unrealized gain/(loss) on derivatives 5,389 7,733 Unrealized investment gain/(loss) 4,644 6,663 CFC trade payable 2,098 2,153 Other temporary differences 13 575 88,501 90,568 Valuation allowance (87,912 ) (89,543 ) Total deferred income tax assets 589 1,025 Deferred income tax liabilities: Fair value adjustment arising from subsidiaries acquisition 632 3,863 Other 116 168 Total deferred income tax liabilities 748 4,031 Net deferred tax liabilities $ 159 $ 3,006 As of December 31, 2017, the Group had a net operating loss carry forward for federal income tax purposes of approximately $103,467, which will start to expire in the year 2028. The Group had a total state net operating loss carry forward of approximately $119,988, which will start to expire in the year 2018. The Group has foreign net operating loss carry forward of $37,878, some of which begin to expire in 2018. The Group had a federal AMT credit of $16, which does not expire. Utilization of the federal and state net operating losses is subject to certain annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. However, the annual limitation may be anticipated to result in the expiration of net operating losses and credits before utilization. The Group recognizes deferred tax assets if it is more likely than not that those deferred tax assets will be realized. Management reviews deferred tax assets periodically for recoverability and makes estimates and judgments regarding the expected geographic sources of taxable income in assessing the need for a valuation allowance to reduce deferred tax assets to their estimated realizable value. Realization of the Group’s deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Because of the Group’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance in the US and China. The valuation allowance decreased by $1,631 during the years ended December 31, 2017, increased by $24,218 and $27,308 during the years ended December 31, 2016 and 2015, respectively. The Group has not provided for deferred taxes on the excess of the financial reporting over the tax basis in our investments in foreign subsidiaries that are essentially permanent in duration. The determination of the additional deferred taxes that have not been provided is not practicable. The undistributed earnings for the Group’s foreign subsidiaries (primarily the subsidiaries in China and Greece) will be permanently reinvested. As of December 31, 2017 and 2016, the total amount of the undistributed earnings for these subsidiaries amounted to $1,779 and $4,527, respectively. The Group had no unrecognized tax benefits as of December 31, 2017 and 2016, respectively. The Group currently files income tax returns in the U.S., as well as California, New Jersey, and certain other foreign jurisdictions. The Group is currently not the subject of any income tax examinations. The Group’s tax returns generally remain open for tax years after 2011. |
24. Net Loss Per Share of Commo
24. Net Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 24. Net Loss Per Share of Common Stock Basic loss per share is computed by dividing loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution of shares by adding other common stock equivalents, including stock options, warrants, and restricted common stock, in the weighted average number of common shares outstanding for a period, if dilutive. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive. As a result of the net loss for the years ended December 31, 2017, 2016 and 2015, there is no dilutive impact to the net loss per share calculation for the period. The following table presents the calculation of basic and diluted net loss per share: De cember 31, 2017 December 31, 2016 December 31, 2015 Numerator: Net loss $ (90,959 ) $ (220,968 ) $ (185,080 ) Denominator: Basic weighted-average common shares 6,826,633 6,415,616 6,120,471 Diluted weighted-average common shares 6,826,633 6,415,616 6,120,471 Basic net loss per share $ (13 ) $ (34 ) $ (30 ) Diluted net loss per share (13 ) (34 ) (30 ) For the years ended December 31, 2017, 2016 and 2015, the following securities were excluded from the computation of diluted net loss per share as inclusion would have been anti-dilutive. December 31, December 31, December 31, 2017 2016 2015 Share options and non-vested restricted stock 502,573 555,510 695,364 Convertible bonds (see Note 19) 163,385 – 249,074 Total 665,958 555,510 944,438 |
25. Commitments and Contingenci
25. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 25. Commitments and Contingencies (a) Commitments Product Warranties — During the quarter ended September 30, 2007 and continuing through the fourth quarter of 2010, the Group installed own manufactured solar panels. Other than this period, the Group only installed panels manufactured by unrelated third parties as well as the Group’s principal shareholder and formerly controlling shareholder, LDK. Certain PV construction contracts entered into during the recent years included provisions under which the Group agreed to provide warranties to the buyer. As a result, the Group recorded the provision for the estimated warranty exposure on these contracts within cost of sales. Since the Group do not have sufficient historical data to estimate its exposure, the Group have looked to its own historical data in combination with historical data reported by other solar system installers and manufacturers. Due to the absence of historical material warranty claims, the Group has not recorded a material warranty accrual related to solar energy systems as of December 31, 2017 and 2016. Operating leases — Future minimum payments under non-cancelable operating leases are as follows as of December 31, 2017: 2018 $ 546 2019 477 2020 410 2021 419 2022 428 Thereafter 2,654 $ 4,934 Capital commitments — The capital commitments as at balance sheet dates disclosed above do not include those incomplete acquisitions for investment and business as at balance sheet dates as the agreements could either be terminated unconditionally without any penalty or cancelable when the closing conditions as specified in the agreements could not be met. (b) Contingencies On January 26, 2018, Sinsin Group filed a complaint against the Group requesting the payment of outstanding purchase price and related interest of $45,749 (EUR 38,054). On June 25, 2018, an interim measures judgment was made which appointed an interim management of Sinsin, consisting of two members elected by Sinsin Group and one member elected by the Group. The interim management would manage the bank accounts of Sinsin and collect the proceeds of electric energy revenue. As of the issuance of the financial statements, this case is still on the proceeding, and it is uncertain how the court will rule. The Company’s several previous employees filed suits in November 2015, December 2015, February 2016, March 2016, July 2016 and May 2018 against the Company for breach of their prior employment contracts with the Company. On February 27, 2018, the Company reached a global settlement with four of the plaintiffs with $1,400, and related liability has been accrued as of December 31, 2017. The other two cases are still in the early stage of proceeding as of the date of issuance of these financial statements, and it is uncertain how the United States Court will rule on the plaintiff’s appellate brief. Based on the information available to the Company, management believe that it is probable that a loss had been incurred and a provision of $951 was made as of December 31, 2017. On July 5, 2017, a third party supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $5,427 for EPC equipment and construction services, penalty interest of $559 and legal fee of $92. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it’s uncertain how the court will rule it. Based on the information available to the Group, management believes that it is probable that a loss will incur, and $2,862 was accrued as of December 31, 2017. On August 10, 2017, Bank of Suzhou filed a complaint against the Group in a PRC court alleging that the Group defaulted the payment of bank borrowings amounting to$2,738, as well as the interest and penalty. Court’s judgement has been made on April 17, 2018, that the Group should repay the principal of $2,738, together with interest of $49, penalty interest of $119, compound interest of $2. Basing on the judgement, the Group believes that it is probable that a loss has been incurred, and accrued related interest, penalty and legal fee of $236 as of December 31, 2017. On May 19, 2017, a third party solar module supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $1,817 for purchasing of solar modules, and penalty interest of $15. On January 15, 2018, the judgement was made by the court that the Group should pay for the delayed payment of $1,817 and penalty interest of $223. Based on the judgement, the Group believes that it is probable that a loss had been incurred, and penalty interest and legal fee of $239 had been accrued as of December 31, 2017. On June 22, 2017, a third party EPC construction supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $1,770 for EPC construction, and penalty interest of $135. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it is uncertain how the court will rule on the plaintiff’s appellate brief. Based on the information available to the Group, management believes no loss would incur as of December 31, 2017. On August 13, 2018, a third party filed a complaint against the Group in a PRC court that the Group defaulted the repayment of borrowing amounting to $7,354, and interest of $437. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it’s uncertain how the court will rule it. Based on the information available to the Group, management believes no loss would incur as of December 31, 2017. On July 30, 2018, Jiangsu Solarbao, a subsidiary of the Company, received an indictment letter. Pursuant to the indictment letter, the Suzhou Industrial Park People’s Procuratorate (the “SIPPP”) has indicted Jiangsu Solarbao on the charge of illegal pooling of public deposits after the completion of the investigation conducted by the PDSIP. As of the date of issuance of the financial statements, it is still in the proceeding and it’s uncertain how the court will rule it. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations. |
26. Concentration Risk
26. Concentration Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 26. Concentration Risk A substantial percentage of the Group’s net revenue comes from sales made to a small number of customers to whom sales are typically made on an open account basis. There was no customer of which the revenue accounted for 10% or more of total net revenue for the years ended December 31, 2017 and 2016. In 2015, the Company has four customers from which the revenue is over 10% of the Company’s total net revenue. Details of customers accounting for 10% or more of total net revenue for the years ended December 31, 2015 are as follows: 2017 2016 2015 % of Total % of Total % of Total Customer Revenue Revenue Revenue Revenue Revenue Revenue Blackrock Income UK Holding Limited $ – –% $ 486 –% $ 26,202 14% RI Income UK Holding Limited – – – – 24,142 13% Inner Mongolia Zhaojing Photovoltaic Power Generation Co. Ltd. – – – – 21,635 11% Shotoco Energy, LLC – – – – 21,281 11% $ – –% $ 486 –% $ 93,260 49% Details of customers accounting for 10% or more of total accounts receivable, notes receivable, costs and estimated earnings in excess of billings on uncompleted contracts and finance lease receivable at December 31, 2017 and 2016, respectively are: 2017 2016 Customer % of Total % of Total Zhongwei Hanky Wiye Solar Co., Ltd. $ 35,222 20% $ 34,049 24% Alxa League Zhiwei Photovoltaic Power Generation Co., Ltd. 40,828 23% 39,951 28% Realforce 21,734 12% 23,199 17% Inner Mongolia Zhaojing Photovoltaic Power Generation Co., Ltd. 15,487 9% 19,815 14% $ 113,271 64% $ 117,014 83% |
27. Segment information
27. Segment information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment information | 27. Segment Information Operating segments are defined as components of a company which separate financial information is available that is evaluated regularly by the client operating decision maker in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is the Chairman, Mr. Peng. Based on the financial information presented to and reviewed by the chief operating decision maker, the Group has determined that it has a single operating and reporting segment: solar energy products and services. The types of products and services in this single segment primarily include: (i) EPC services, (ii) Sales of PV solar system, (iii) Electricity revenue under PPAs, (iv) Sales of PV solar components, (v) Pre-development project sales (vi) Financial service revenue. Net sales by major product and services are as follows: 2017 2016 2015 Sales of PV solar system $ 6,042 $ 14,914 $ 77,438 EPC revenue – 13,493 48,014 Sales of PV solar components 113,930 90,108 41,623 Electricity revenue with PPAs 5,875 16,022 16,226 Pre-development project sales – – 4,545 Financial service revenue 695 4,387 1,486 Others 923 1,275 1,178 $ 127,465 $ 140,199 $ 190,510 Net sales by geographic location are as follows: Location (a) 2017 2016 2015 China $ 5,945 $ 25,597 $ 56,745 United Kingdom 6,903 694 50,345 Australia 112,174 81,241 35,418 United States – 6,622 29,925 Greece – 8,737 8,720 Japan 511 12,893 6,626 Italy 1,932 1,740 1,395 Germany – 2,675 1,336 $ 127,465 $ 140,199 $ 190,510 (a) Sales are attributed to countries based on location of customer. Geographic information, which is based upon physical location, for long-lived assets was as follows: Location 2017 2016 2015 China $ 50,156 $ 27,671 $ 68,831 Greece 2,314 55,458 59,385 United States 16,372 26,032 34,522 Italy 9,961 9,247 10,048 Japan – 3,503 11,464 UK 10,016 10,124 1,499 Australia 548 611 331 Germany 9 47 84 $ 89,376 $ 132,693 $ 186,164 |
28. Related Party Transactions
28. Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 28. Related Party Transactions In 2016 and 2015, the total fund raised from individual investors through Solar Energy amounted to $22,002 and $145,568, of which $1,829 and $11,524 was settled by the coupons issued by the Group to individual investors without cash inflow and the amount of $19,993 and $129,830 had been received by the Group from Solar Energy in 2016 and 2015 and Solar Energy charged $98 and $1,052 as commission fee to the Group at 1% of the fund principal. In 2016 and 2015, the total fund redeemed to individual investors through Solar Energy amounted to $nil and $19,237 which had been fully repaid by the Group to Solar Energy as of December 31, 2016 and 2015. In 2016, the Group operated Solarbao E-commerce and Investment business through its VIE, Meijv, and there’s no aforesaid transactions occurred with Solar Energy during year ended December 31, 2017. As of December 31, 2017 and 2016, the Group had other receivable (gross) of $3,223 and $3,244 from Solar Energy, respectively, for the fund received from the individual investors on behalf of the Group by Solar Energy net of its commission fee and made an allowance for doubtful debts of $3,223 and $3,244, respectively, based on the recoverable amount of the receivable from Solar Energy. In connection with the launch of the Underlying PV Products as discussed in Note 16, the Group issued to Jiangxi LDK Solar Hi-Tech Co., Ltd. (“LDK Jiangxi”) and Suzhou Liuxin Industry Ltd. (“Liuxin”) coupons with total face value of $779 and $582 respectively during the year ended December 31, 2015. Both LDK Jiangxi and Liuxin are related parties of the Group. LDK Jiangxi is a wholly owned subsidiary of LDK Solar Co., Ltd. (“LDK”), principle shareholder of the Company. Liuxin is wholly owned by Mr. Peng’s father. These coupons are freely transferable among holders but could not be redeemed in cash. When the holder subscribe the on-line products through the on-line platform of Solar Energy, the holders could redeem the coupons and reduce the original purchase price for the on-line products by the face value of the coupons. In 2015, the Group received full payment of $582 from Liuxin for the face value of the coupons issued. For the coupons of $779 issued to LDK Jiangxi, they were applied to offset the outstanding accounts payables of $779 to LDK Jiangxi under mutual agreement between the Group and LDK Jiangxi. As of December 31, 2015, all coupons issued to these related parties had been redeemed through the on-line platform. No other related party transactions occurred with LDK Jiangxi and Liuxin for the year ended December 31, 2017 and 2016. In 2015, the Group incurred commission fee of $3,450 to SUPERMERCY Limited (“SUPERMERCY”), one of the shareholders of the Group, in respect of certain funds successfully raised by the Group that had been resulted from the services rendered by SUPERMERCY. The commission fee was recognized as a deduction of the funds raised recorded in additional paid in capital within the stockholders’ equity. There was no such transactions between the Group and SUPERMERCY during 2017 and 2016. During the year ended December 31, 2016 and 2015, the Group made advance payments of $510 and $310 respectively to Mr. Peng for which a full provision has been recorded by the Company as of December 31, 2016 and 2015. During the year ended December 31, 2017, the Group made advance payments of $186 to Mr. Peng for business operation and was expensed as of December 31, 2017. During the year ended December 31, 2017 and 2016, the Group made advance payments of $154 and $1,656 to Mr. Minghua Zhao, a former director of the Group, and $43 and $1,512 had been received in 2017 and 2016, respectively. As of December 31, 2017 and 2016, the Group has receivables from Mr. Minghua Zhao of $264 and $144, with provision of $264 and $144 had been provided, respectively. During the year ended December 31, 2016, Suzhou Industrial Park Chengcheng Enterprise Guarantee Limited Company (“Chengcheng”) provided guarantee to secure the repayment obligation under a sale-and-leaseback agreement. The principle of the finance lease receivable guaranteed by Chengcheng amounted to $23,045 as of December 31, 2016 and will expire in 2025. Mr. Minghua Zhao, a former director of the Group, is the legal representative of Chengcheng. As of December 31, 2017, Chengcheng was no longer a related party of the Group. On March 30, 2015, the Group entered into a share purchase agreement (the “LDK Share Purchase Agreement”) with LDK Group. Pursuant to the LDK Share Purchase Agreement, the Group agreed to purchase from LDK Group three LDK’s subsidiaries incorporated in Italy and California respectively which hold three solar PV plants in total, at a cash consideration of US$2,390. The Group will also assume certain indebtedness contemplated in the LDK Share Purchase Agreement up to a maximum amount to be agreed upon among the Group and the LDK Group prior to the closing date of the transaction. The transaction is subject to several closing conditions including completion of satisfactory due diligence. In connection with the acquisition, the Group paid $2,000 as deposits for the acquisition, such prepaid deposits were subsequently agreed by both parties to offset against certain payable balances due to LDK Group, on September 30, 2015. As of December 31, 2017 and 2016, the Group had accounts payable to LDK Group of $4,713 and $4,389, respectively, which were primarily related to purchases of solar cells for solar development projects. The solar cells purchased from LDK Group for the years ended 2017, 2016 and 2015 were amounted to $nil, $3,691 and $11,712, respectively. The Group also consigned LDK Group to process solar cells to solar panels for its on-line platform business. The processing fee charged by LDK Group amounted to $nil, $nil and $4,000 for the years ended 2017, 2016 and 2015. Pursuant to a Settlement and Mutual Release dated December 30, 2014 and a supplementary agreement dated September 30, 2015, the LDK Group received $11,000 from the Group during the year ended December 31, 2015 for full settlement of outstanding receivable balances of $28,775 due from the Group. As a result, the Group derecognized liabilities of $17,775 due to LDK Group which was accounted for as a capital transaction by increasing additional paid in capital as of December 31, 2015. |
29. Subsequent Events
29. Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 29. Subsequent Events (a) Disposition of Chinese Business On August 30, 2018, the Group entered into a share purchase agreement (the “SPA”) with Lighting Charm Limited (“Lighting Charm”), an affiliate of Tracy Zhoushan, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer. The agreement has been approved by an independent committee of the Group’s Board of Directors. The SPA provides that the Group sold Lighting Charm the 100% equity interest of SPI China (HK) Limited (“SPI China”), which holds all of the Group’s assets and liabilities related to its business in China (the “Acquired Business”). The Acquired Business includes EPC business, PV projects, Internet finance lease related business, and E-commerce in China. Pursuant to the terms of the SPA, the consideration for the Acquired Business to be paid by the Lighting Charm to the Group in cash was US$1.00. The Company also granted the Buyer the option (the “Option”) to purchase from the Company up to 10,000,000 of the Company’s Ordinary Shares, par value of US$ 0.00001 per share (the “Ordinary Shares”), which Option will be exercisable by the Buyer at any time on or prior to August 21, 2021. The option exercise price is US$ 3.8 per share. As one of the closing conditions as stated in the SPA, the Group effected an internal restructuring following which SPI China held the Group's subsidiaries in China only, while subsidiaries originally held by SPI China related to the Group’s business outside China were transferred to other subsidiaries of the Group. As at December 10, 2018, the transaction was closed. (b) Convertible Bonds On June 29, 2018, the Group entered into a Second Amendment Agreement (“Second Amendment Agreement”) with Union Sky Holdings Group Limited (“Union Sky”) and Magical Glaze Limited (“MGL”). Pursuant to the Second Amendment Agreement, the convertible bond of $20,000 held by Union Sky were transferred to MGL. All the parties agreed that the repayment of $6,600, $6,700 and $6,700 of the principal amount of the convertible bond was extended to December 31, 2019, June 30 2020 and December 31, 2020, respectively. In addition, MGL has the option to convert the outstanding amounts under the convertible bond into equity interest in the Company at a conversion price per ordinary share that equals the weighted average daily closing price of the Company’s ADSs of ten weekdays since June 29, 2018. (c) Reverse Stock Split On November 12, 2018, the 5,000,000,000 shares of a par value of $0.00001 each in authorized share capital of the Company be consolidated and divided into 500,000,000 shares of a par value of $0.0001 each, with such shares having the same rights and being subject to the same restrictions as the existing shares of $0.00001 each in the capital of the Company. (d) Dispute of Sinsin On January 26, 2018, Sinsin Group filed a complaint against the Group requesting the payment of outstanding purchase price and related interest of $45,749 (EUR 38,054). On June 25, 2018, an interim measures judgment was made which appointed an interim management of Sinsin, consisting of two members elected by Sinsin Group and one member elected by the Group. The interim management would manage the bank accounts of Sinsin and collect the proceeds of electric energy revenue. As of the issuance of the financial statements, this case is still on the proceeding. (e) Late Filing of Tax Return The Company did not file 2017 tax return which was due October 16, 2018 and has not received an assessment on penalty from IRS as the date of issuance of financial statements. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Group has suffered significant recurring losses from operations and operating cash outflows. The Group has incurred a net loss of $90,959 and had operating cash outflow of $3,634 during the year ended December 31, 2017. As of December 31, 2017 the Group had accumulated deficit of $557,844. Working capital deficit (current liabilities less current assets) increased significantly from $176,195 at December 31, 2016 to $254,994 at December 31, 2017. As of December 31, 2017, the convertible bonds were overdue for repayment (See Note 19). Further, since April 2017 the Group has defaulted repayment for significant amounts of borrowing raised from individual investors through the on-line platform. As of December 31, 2017, principal amounts and interests of approximately $92,769 (RMB 604 million) (See Note 16) in the aggregate were overdue without full payment. These and other factors disclosed in these financial statements raise substantial doubt as to the Group’s ability to continue as a going concern. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, will provide sufficient liquidity to meet the Group’s obligations for a reasonable period of time. Disposition of SPI China (HK) Limited On August 30, 2018, the Group entered into a share purchase agreement (the “SPA”) with Lighting Charm Limited (“Lighting Charm”), an affiliate of Tracy Zhoushan, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer. The agreement has been approved by an independent committee of the Group’s Board of Directors. The SPA provides that the Group sold Lighting Charm the 100% equity interest of SPI China (HK) Limited (“SPI China”), which holds all of the Group’s assets and liabilities related to its business in China (the “Acquired Business”). The Acquired Business includes EPC business, PV projects, Internet finance lease related business, and E-commerce in China. Pursuant to the terms of the SPA, the consideration for the Acquired Business to be paid by the Lighting Charm to the Group in cash was US$1.00. As one of the closing conditions as stated in the SPA, the Group effected an internal restructuring following which SPI China held the Group's subsidiaries in China only, while subsidiaries originally held by SPI China related to the Group’s business outside China were transferred to other subsidiaries of the Group. In 2017, SPI China incurred a net loss of $62,134. As of December 31, 2017, SPI China had accumulated deficit of $263,204 and working capital deficit of $154,610. Amendment Agreement of Convertible Bonds On June 29, 2018, according to the Second Amendment Agreement (See Note 20), the repayment of $20,000 of the principal amount of the convertible bond and interest thereon will be due after December 2019. Pursuant to the new amendment, $15,785 convertible bonds have been reclassified to non-current liabilities as of December 31, 2017. Furthermore, for the remaining $35,000 convertible bonds, the Group has been proactively and continuously negotiating with the bond holders for a settlement arrangement acceptable by the two parties. Among other options, the Group has been exploring the possibility of a settlement of the outstanding convertible bonds payable through a combination of cash payments and share issuances, and a settlement schedule that would reduce the Group’s cash payment level in the next twelve months. Working Capital Management The Group has planned to mobilize the construction of a project in North America of total capacity of 5MW in the first quarter of 2018 and expected to complete the construction and sales of these 5MW project by the third quarter of 2019. The Group has started the engineering design of another North America project of total capacity of 4.7MW in October 2017 and expected to complete the construction and sales of this FIT project by the third quarter of 2019. Both of the two projects are indeed with good value and return, the completion and sales of these projects will expect to bring in significant amount of cash to the company to improve liquidity and capital to reinvest into new Solar projects. The Group has decided to postpone the planned investments in certain new project assets and has been closely monitoring the level of the Group’s capital spending level until liquidity position has improved. These initiatives aim at preserving cash and generating operating cash flows to enable the Group to repay the borrowings and accounts payable. Cost Saving Measures The Group has implemented certain measures with an aim to reduce its operating expenses. Such measures include: 1) strictly controlling and reducing business, marketing and advertising expenses in United States and Australia; 2) relocating certain offices in United States and United Kingdom to save office rental; and 3) lowering the remuneration of the Group’s management team. While management believes that the measures in the liquidity plan will be adequate to allow the Group to meet its liquidity and cash flow requirements within one year after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan will have a material adverse effect on the Group’s business, results of operations and financial position, and may materially adversely affect its ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern. |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, and consolidated VIEs. All material inter-company transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as non-controlling interests. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. The Company deconsolidates a subsidiary when the Company ceases to have a controlling financial interest in the subsidiary. When control is lost, the parent-subsidiary relationship no longer exists and the parent derecognizes the assets and liabilities of the subsidiary. |
Use of Estimates | (c) Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires the Group to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include the allowance made for doubtful accounts receivable and other receivable, inventory write-downs, the impairment of finance lease receivables, the estimated useful lives of long-lived assets, the impairment of goodwill, long-lived assets and project assets, fair value of derivative liability, valuation allowance of deferred income tax assets, accrued warranty expenses, percentage-of-completion for revenue recognition, the grant-date fair value of share-based compensation awards and related forfeiture rates, and fair value of financial instruments and assumptions related to the consolidation of entities in which the Company holds variable interests. Changes in facts and circumstances may result in revised estimates. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions. |
Foreign Currency Translation and Foreign Currency Risk | (d) Foreign Currency Translation and Foreign Currency Risk The functional currency of the Company and subsidiaries located in the United States is the United States dollar (“US$” or “$”). The functional currency of the Company’s subsidiaries located in the PRC, Europe, United Kingdom, Japan and Australia are Renminbi (“RMB”), EURO (“EUR”), Pounds(“GBP”), JPY and AUD, respectively. Transactions denominated in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are included in the consolidated statements of operations. The Group’s reporting currency is the US$. Assets and liabilities of subsidiaries, whose functional currency is not the US$, are translated into US$ using exchange rates in effect at each period end, and revenues and expenses are translated into US$ at average rates prevailing during the year, and equity is translated at historical exchange rates, except for the change in retained earnings during the year which is the result of the income or loss. Gains and losses resulting from the translations of the financial statements of these subsidiaries into US$ are recognized as other comprehensive income or loss in the consolidated statement of comprehensive loss. |
Fair Value of Financial Instruments | (e) Fair Value of Financial Instruments The Group estimates fair value of financial assets and liabilities as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants. The fair value measurement guidance establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation techniques used to measure fair value. · Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. · Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. · Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Group’s own assumptions about the assumptions that market participants would use to price an asset or liability. The Group uses quoted market prices to determine the fair value when available. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. |
Cash and Cash Equivalents | (f) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash accounts, interest bearing savings accounts and all highly liquid investments with original maturities of three months or less, and which are unrestricted as to withdrawal and use. |
Restricted Cash | (g) Restricted Cash Restricted cash represent bank deposits that can’t be withdrawn without prior notice or approval due to legal issues, and bank deposits held as collateral for issuance of notes payable, letters of credit, or bank borrowings. Upon maturity of the notes payable and letters of credit as well as repayment of bank borrowings, the deposits are released and become available for general use by the Group. Restricted cash are reported within cash flows from operating, investing or financing activities in the consolidated statements of cash flows with reference to the purpose of being restricted. Restricted cash, which matures twelve months after the balance sheet date, is classified as non-current assets in the consolidated balance sheets. |
Accounts Receivables and Allowance for Doubtful Accounts | (h) Accounts Receivables and Allowance for Doubtful Accounts The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group’s EPC contracts. For EPC contracts in the PRC, the Group normally requests a down payment of 3%-10% upon signing of contract, payment of up to 90%-95% in 90 days after connection to the grid and customers’ acceptances of project completion, and the remaining balance of 5%-10% one year thereafter. For EPC projects in other countries, the payment terms were normally negotiated based on achievement of certain contractual milestones as follows: 5% payment upon submittal of engineering documents, 75% payment upon delivery of certain procurements, 10% payment upon completion of construction, and remaining 10% payment 30 days after final completion. Contractually, the Group may charge interest for extended payment terms and require collateral. The Group maintains allowances for doubtful accounts and for costs and estimated earnings in excess of billings on uncompleted contracts for uncollectible accounts receivable. The Group regularly monitors and assesses the risk of not collecting amounts owed by customers. This evaluation is based upon a variety of factors, including an analysis of amounts current and past due along with relevant history and facts particular to the customer. The Group does not have any off-balance-sheet credit exposure related to its customers. As at December 31, 2017 and 2016, the Group made allowance of $16,508 and $13,337 for costs and estimated earnings in excess of billings on uncompleted contracts. |
Notes Receivable | (i) Notes Receivable Notes receivable consists of non-interest bearing commercial bank acceptance notes received from EPC customers in China and a 12-year interest-bearing promissory note issued by an EPC customer in 2015. As at December 31, 2017 and 2016, all bank acceptances notes were due for settlement within the next 12 months after the balance sheet date and were classified as current assets on the consolidated balance sheet. The promissory note carries interests at 6% per annum and is settled by pre-determined installments. Installment payments that fall due within 12 months and over 12 months after the balance sheet date are classified as current assets and non-current assets respectively on the consolidated balance sheet. As of December 31, 2017 and 2016, no allowance was made against the notes receivable. |
Inventories | (j) Inventories Inventories are carried at the lower of cost or market, determined by the first in first out cost method. Provisions are made for obsolete or slow-moving inventories based on management estimates. Inventories are written down based on the difference between the cost of inventories and the market value based upon estimates about future demand from customers, specific customer requirements on certain projects and other factors. Inventory provision charges establish a new cost basis for inventory that subsequently cannot be marked up based on changes in underlying facts and circumstances. |
Project Assets | (k) Project Assets The Group acquires or constructs PV solar power systems (“project assets”) that are (i) held for development and sale or (ii) held for the Group’s own use to generate income or return from the use of the project assets. Project assets are classified as either held for development and sale or as held for use within property, plant and equipment based on the Group’s intended use of project assets. The Group determines the intended use of the project assets upon acquisition or commencement of project construction. Classification of the project assets affects the accounting and presentation in the consolidated financial statements. Transactions related to the project assets held for development and sale are classified as operating activities in the consolidated statements of cash flows and reported as sales and costs of goods sold in the consolidated statements of operations upon the sale of the project assets and fulfillment of the relevant recognition criteria. Incidental electricity income generated from the project assets held for development and sale prior to the sale of the projects is recorded in other operating income in the consolidated statement of operations. The project assets held for use are used by the Group in its operations to generate income or a return from the use of the assets. Income generated from the project assets held for use are included in net sales in the consolidated statement of operations. The costs to construct project assets intended to be held for own use are capitalized and reported within property, plant and equipment on the consolidated balance sheets and are presented as cash outflows from investing activities in the consolidated statements of cash flows. The proceeds from disposal of project assets classified as held for own use are presented as cash inflows from investing activities within the consolidated statements of cash flows. A net gain or loss upon the disposal of project assets classified as held for own use is reported in other operating income or expense in the consolidated statement of operation. Project assets costs consist primarily of capitalizable costs for items such as permits and licenses, acquired land or land use rights, and work-in-process. Work-in-process includes materials and modules, construction, installation and labor, capitalized interests and other capitalizable costs incurred to construct the PV solar power systems. The project assets held for development and sale are reported as current assets on the consolidated balance sheets when upon completion of the construction of the project assets, the Group initiates a plan to actively market the project assets for immediate sale in their present condition to potential third party buyers subject to terms that are usual and customary for sales of these types assets and it is probable that the project assets will be sold within one year. Otherwise, the project assets held for development and sale are reported as non-current assets. No depreciation expense is recognized while the project assets are under construction or classified as held for sale. For project assets held for development and sale, the Group considers a project commercially viable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. The Group also considers a partially developed or partially constructed project commercially viable if the anticipated selling price is higher than the carrying value of the related project assets plus the estimated cost to completion. The Group considers a number of factors, including changes in environmental, ecological, permitting, market pricing or regulatory conditions that affect the project. Such changes may cause the cost of the project to increase or the selling price of the project to decrease. The Group records an impairment loss of the project asset to the extent the carrying value exceed its estimated recoverable amount. The recoverable amount is estimated based on the anticipated sales proceeds reduced by estimated cost to complete such sales. In 2017, 2016 and 2015, the Group recorded impairment loss of $687, $5,138 and $5,932, respectively, for certain project assets held for development and sale. In addition to PV solar power systems that are developed for sale or held for the Group’s own use, the Group also invested in several PV solar power projects under engineering, procurement and construction (“EPC”) contracts with third party project owners during the years ended December 31, 2017, 2016 and 2015. In respect of these EPC contracts, there was mutual understanding between the Group and the respective project owners upon the execution of the EPC contracts that the title and ownership of the PV solar power systems would transfer to the Group upon the completion of construction. Management determined that the substance of the arrangements is for the Group to construct the PV solar power systems under the legal title of the project owners with the title and ownership of the systems transferred to the Group upon the construction completion, at which time such title transfer is permitted under local laws. The project assets under construction were pledged to the Group before title transfer. Like normal project assets, classification in consolidated statement of cash flow as investing activities or operating activities for these project assets are based on the intention for own use or sale. Based on the Group’s intention to hold for own use, the projects costs incurred for these EPC contracts are presented as investing activities in the consolidated statement of cash flows. The Group recorded impairment loss for such project assets of $3,354, $8,706 and $10,853 for the years ended December 31, 2017, 2016 and 2015, respectively. |
Property, Plant and Equipment | (l) Property, Plant and Equipment The Group accounts for its property, plant and equipment at cost, less accumulated depreciation. Cost includes the prices paid to acquire or construct the assets, interest capitalized during the construction period and any expenditure that substantially extends the useful life of an existing asset. The Group expenses repair and maintenance costs when they are incurred. Depreciation is recorded on the straight-line method based on the estimated useful lives of the assets as follows: Plant and machinery 5 or 6.67 years Furniture, fixtures and equipment 3 or 5 years Computers 3 or 5 years Automobile 3 or 5 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 17, 20, 25 or 27 years |
Intangible Assets Other Than Goodwill | (m) Intangible assets other than goodwill Intangible assets consist of customer relationships, patents and software. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. |
Impairment of Long-lived Assets | (n) Impairment of Long-lived Assets The Group’s long-lived assets include property, plant and equipment, project assets and other intangible assets with finite lives. The Group evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment write-downs would be treated as permanent reductions in the carrying amounts of the assets and a charge to operations would be recognized. Impairment losses on project assets of $4,041, $13,844 and $10,853 was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. Impairment loss on property, plant and equipment of $3,808, $12,640 and $nil was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. Impairment loss on intangible assets of $205, $1,235 and $nil was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. |
Goodwill | (o) Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of goodwill, the Group would record an impairment loss equal to the difference. See Note 18 “Goodwill and Other Intangible Assets” for additional information on the Group’s goodwill impairment tests. |
Product Warranties | (p) Product Warranties The Group offers the industry standard warranty up to 25 years for PV modules and industry standard warranty for five to ten years on inverter and balance of system components. Due to the warranty period, the Group bears the risk of extensive warranty claims long after products have been shipped and revenues have been recognized. The Group provides a limited warranty to the original purchasers of its solar modules, inverters and cables for trading business for one to five years, in relation to defects in materials and workmanship. For the Group’s cable, wire and mechanical assemblies business, historically the related warranty claims have not been material. For the Group’s solar PV business, the greatest warranty exposure is in the form of product replacement. During the quarter ended September 30, 2007 and continuing through the fourth quarter of 2010, the Group installed own manufactured solar panels. Other than this period, the Group only installed panels manufactured by unrelated third parties as well as the Company’s principal shareholder and formerly controlling shareholder, LDK and its subsidiaries (collectively the “LDK Group”). PV construction contracts entered into during the recent years included provisions under which the Group agreed to provide warranties to the customers. The warranty the Group offers to its customers is identical to the warranty offered to the Group by its suppliers, therefore, the Group passes on all potential warranty exposure and claims, if any, with respect systems sold by the Group to its suppliers. Due to the absence of historical material warranty claims and identical warranty terms, the Group has not recorded any additional warranty provision relating to solar energy systems sold since 2011. The warranty exposure before 2011 was estimated based on the Group’s own historical data in combination with historical data reported by other solar system installers and manufacturers. |
Income Taxes | (q) Income Taxes The Group accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The Company recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, management presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. In addition, a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The Group’s tax liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of the tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group records interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. No reserve for uncertainty tax position was recorded by the Group for the years ended December 31, 2017, 2016 and 2015. |
Revenue Recognition | (r) Revenue recognition Product sales Revenue on product sales is recognized when there is persuasive evidence of an arrangement, title and risk of ownership have passed (generally upon delivery), the price to the buyer is fixed or determinable and collectability is reasonably assured. The Group makes determination of our customer’s credit worthiness at the time it accepts their initial order. For cable, wire and mechanical assembly sales, there are no formal customer acceptance requirements or further obligations related to our assembly services once the Group ships its products. Costs to ship products to customers are included in cost of sales in the consolidated statement of operations. Customers do not have a general right of return on products shipped therefore the Group makes no provisions for returns. Construction contracts Revenue on photovoltaic system construction contracts is generally recognized using the percentage-of-completion method of accounting, unless the Group cannot make reasonably dependable estimates of the costs to complete the contract or the contact value is not fixed, in which case the Group would use the completed contract method. Under the percentage-of-completion method, the Group measures the cost incurred on each project at the end of each reporting period and compares the result against the estimated total costs at completion. The costs incurred for construction contract mainly include the purchase costs of direct materials and solar modules, which are included in assessing percentage-of-completion when they have been permanently placed or affixed to the solar power system as required by engineering designs. The percentage of cost incurred determines the amount of revenue to be recognized. Payment terms are generally defined by the contract and as a result may not match the timing of the costs incurred by the Group and the earnings accrued thereon. Such differences are recorded as costs and estimated earnings in excess of billings on uncompleted contracts (an asset account) or billings in excess of costs and estimated earnings on uncompleted contracts (a liability account). For the years ended December 31, 2017, 2016 and 2015, $nil, $2,369 and $2,161 of progress payments have been netted against unbilled receivable disclosed in the account costs and estimated earnings in excess of billings on uncompleted contracts. The percentage-of-completion method requires the use of various estimates, including, among others, the extent of progress towards completion, contract revenues and contract completion costs. Contract revenues and contract costs to be recognized are dependent on the accuracy of estimates, including direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. The Group has a history of making reasonable estimates of the extent of progress towards completion, contract revenues and contract completion costs. However, due to uncertainties inherent in the estimation process, it is possible that actual contract revenues and completion costs may vary from estimates. Under the completed-contract method, contract costs are recorded to a deferred project costs account and cash received are recorded to a liability account during the periods of construction. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered complete and revenue recognized when all costs except insignificant items have been incurred and final acceptance has been received from the customer and receivables are deemed to be collectible. Provisions for estimated losses on uncompleted contracts, if any, are recognized in the period in which the loss first becomes probable and reasonably estimable. For each of the years ended December 31, 2017, 2016 and 2015, no estimated losses on uncompleted contracts have been recorded. Sales of project assets The Group recognizes the revenue for project assets sales with the concurrent sale or the concurrent lease of the underlying land, whether explicit or implicit in the transaction, in accordance with ASC 360-20, Real Estate Sales. For these transactions, the Group has determined that the project asset sale represents the sale of real estate and is therefore subject to the revenue recognition guidance applicable to real estate. A PV solar system is determined to be integral equipment when the cost to remove the equipment from its existing location, ship and reinstall at a new site, including any diminution in fair value, exceeds ten percent of the fair value of the equipment at the time of original installation. Generally, the Group recognizes revenue and profit using the full accrual method once the sale is consummated, the buyer’s initial and continuing investments are adequate to demonstrate its commitment to pay, the receivable from buyer is not subject to any future subordination, and the Group has transferred the usual risk and rewards of ownership to the buyer and does not have a substantial continuing involvement with the project assets. If the criteria for recognition under the full accrual method are met except that the buyer’s initial and continuing investment is less than the level determined to be adequate, then the Group will recognize revenue using the installment method. Under the installment method, the Group recognizes revenue up to the costs incurred and apportion each cash receipt from the buyer between cost recovered and profit in the same ratio as total cost and total profit bear to the sales value. If the Group retains some continuing involvement with the project assets and does not transfer substantially all of the risks and rewards of ownership, profit shall be recognized by a method determined by the nature and extent of the continuing involvement, provided the other criteria for the full accrual method are met. In certain cases, the Group may provide the customers guarantees of system performance or uptime for a limited period of time and the Group’s exposure to loss is contractually limited based on the terms of the applicable agreement. In accordance with real estate sales accounting guidance, the profit recognized is reduced by the maximum exposure to loss (and not necessarily the most probable exposure), until such time that the exposure no longer exists. Other forms of continuing involvement that do not transfer substantially all of the risks and rewards of ownership preclude revenue recognition under real estate accounting and require the Group to account for any cash payments using either the deposit or financing method. Such forms of continuing involvement may include contract default or breach remedies that provide the Group with the option or obligation to repurchase the project assets. Under the deposit method, cash payments received from customers are reported as deferred revenue for the project assets on the consolidated balance sheet, and under the financing method, cash payments received from customers are considered debt and reported as the financing and capital lease obligations on the consolidated balance sheet. Financial service revenue The Group records financial services revenue associated with finance leases. The Group records a finance lease receivable and de-recognizes the leased equipment at lease inception. The finance lease receivable is recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Group expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in Net sales-financial service revenue in the consolidated statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. The lease receivables expected to be received within one year after the balance sheet date is classified as current finance lease receivable and the lease receivable expected to be received over one year after the balance sheet date is classified as noncurrent finance lease receivable. As discussed in Note 1 and Note 17, the Group raised funds from individual investors through the on-line platform of Meijv (and Solar Energy prior to March 2016) to purchase solar related products for leasing to third party project developer. Although a tri-party lease agreement is signed among the individual investors, the Group and the third party developer with individual investors as legal lessor and the third party developers as legal lessee, the Group is considered as the accounting lessor in substance because 1) the lease terms, rate of return on the investment funds from individual investors, the initial purchase price and the lease rental of the solar related products payable by the PV developers and the purchase contract of the solar related products entered with manufacturer are negotiated and concluded by the Group without any involvement by the individual investors; and 2) although the Group does not grant redemption right or guarantee repayment in respect of funds provided by individual investors and the return they are entitled to, the Group is expected to repay the funds and return under industry practice in the PRC. Accordingly, the individual investors do not take credit risk in respect of any default payment by the lessee nor risk of claim on the leased assets; 3) the Group is subject to the credit risk as a principal of the lease transaction and exposes to the reputational and business risk to return the funds to the individual investors and assume the title of the leased asset after the lock-up period. In substance, the individual investors provided funds (as lender) to finance the Group (as borrower) for its purchases of the Underlying PV Products for leasing to third party in return for a fixed return. In this regard, lease accounting is adopted with Group as accounting lessor and the third party developer as accounting lessee under finance lease in the Group’s consolidated financial statements upon the inception of the leases. Since 2017, the third party developers defaulted the payment which indicated that the collectability is not reasonably assured. Accordingly, the Group recognized financial service revenue only when received cash payment from lessees. The Group recognized interest earned on finance leases, for finance lease as “Net sales-financial service revenue” in the amount of $695, $4,387 and $1,486 in 2017, 2016 and 2015, respectively. In connection with the launch of the above financing and leasing products, the Group issued coupons to certain third party vendors with total face value of $nil, $2,010 and $10,944 for the years ended December 31, 2017, 2016 and 2015. These coupons are freely transferrable between holders but could not be redeemed in cash. Each coupon has an expiry date for redemption. Prior to the expiry date, when the holders subscribe the on-line products through the on-line platform, the holders could redeem the coupons such that the original purchase price to be paid for the on-line products would be reduced by the face value of the coupons. For the years ended December 31, 2017, 2016 and 2015, coupons totaling $nil, $2,010 and $10,942 were recorded as settlement of those third party vendors’ trade payable balance and were reclassified as other current liabilities when the coupons are received by vendors on the above basis. As of December 31, 2017 and 2016, all coupons issued to these counterparties had been expired or redeemed. In order to promote the above on-line products on the platform, the Group offered, from time to time, discount from 5% to 20% on the unit value for investment units subscribed by individual investors. The discount offered for on-line products subscribed by individual investors is amortized as interest expense using the effective interest rate method through the end of the lock-up period or maturity date, which is the earliest date that the Group could be required to repay the unit value in respect of the investment made by individual investors. As of December 31, 2017 and 2016, the unamortized discount balances of total discount offered were $nil and $474, respectively. For the years ended December 31, 2017, 2016 and 2015, discount balances of $1,044, $1,151 and $3,163 have been amortized as interest expenses respectively. Services revenue under power purchase agreements The Group derives services revenues from PV solar systems held for own use through the sale of energy to grid operators pursuant to terms set forth in power purchase agreements or local government regulations (“PPAs”). The Group has determined that none of the PPAs contains a lease since (i) the purchaser does not have the rights to operate the project assets, (ii) the purchaser does not have the rights to control physical access to the project assets, and (iii) the price that the purchaser pays is at a fixed price per unit of output. Revenue is recognized based upon the output of electricity delivered multiplied by the rates specified in the PPAs, assuming all other revenue recognition criteria are met. Operation and maintenance service revenue Operation and maintenance revenue is billed and recognized as services are performed. Costs of these revenues are expensed in the period they are incurred. |
Stock-based Compensation | (s) Stock-based Compensation The Group’s share-based payment transactions with employees, such as restricted shares and share options, are measured based on the grant-date fair value of the equity instrument issued. The fair value of the award is recognized as compensation expense, net of estimated forfeitures, over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period. |
Derivative Instruments | (t) Derivative Instruments The Group enters into derivative financial instrument arising from the business combination of Solar Juice and the investment as mentioned in Note 12 to the consolidated financial statements. The Group recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. There’s no derivative instruments as of December 31, 2017 and 2016, and changes in the fair value are recognized as change in fair value of derivative assets/liabilities in consolidated statements of operations. |
Capitalized Interest | (u) Capitalized Interest The Group’s policy is to capitalize interest cost incurred on debt during the construction of major projects exceeding three months. A reconciliation of total interest cost to “Interest Expense” as reported in the consolidated statements of operations for 2017, 2016 and 2015 is as follows: December 31, December 31, December 31, 2017 2016 2015 Interest cost capitalized $ 2,478 $ 2,273 $ 2,268 Interest cost charged to expense 18,418 9,043 9,275 Total interest cost $ 20,896 $ 11,316 $ 11,543 |
Advertising | (v) Advertising Advertising costs amounted to $755, $5,206 and $22,448 in 2017, 2016 and 2015, respectively. The Group expenses the costs of producing advertisements as incurred. Regarding the sponsorships of events, the sponsorship amounts are amortized over the period during which the performance under the sponsorship is received. |
Commitments and Contingencies | (w) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recently Adopted and Recently Issued Accounting Guidance | (x) Recently Adopted and Recently Issued Accounting Guidance In May 2014, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This ASU was originally effective for fiscal years and interim periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (“ASU 2015-14”), which amends ASU 2014-09 and defers its effective date to fiscal years and interim reporting periods beginning after December 15, 2017. ASU 2015-14 permits earlier application only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard allows for either a full retrospective or modified retrospective transition method. In March and April 2016, the FASB issued the following amendments to clarify the implementation guidance: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) adds SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 EITF Meeting, which addresses Transition Related to Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), and No. 2016-02, Leases (Topic 842). The Group is currently evaluating the impact of adopting ASU 2016-02 and ASU 2018-11 on the Group’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 , In March 2016, the FASB issued ASU 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting”, which eliminates the requirement to retrospectively apply the equity method in previous periods. Instead, the investor must apply the equity method prospectively from the date the investment qualifies for the equity method. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Group's consolidated financial condition, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718),” which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016. The Company has adopted the new Update for the year ended December 31, 2017. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The amendments in this ASU replace the “incurred loss” methodology for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of information including past events, current conditions and reasonable and supportable forecasts that affect the collectability of reported amounts of financial assets that are not accounted for at fair value through net income, such as loans, certain debt securities, trade receivables, net investment in leases, off-balance sheet credit exposures and reinsurance receivables. Under the current GAAP incurred loss methodology, recognition of the full amount of credit losses is generally delayed until the loss is probable of incurring. Current GAAP restricts the ability to record credit losses that are expected, but do not yet meet the probability threshold. ASU 2016-13 becomes effective for public companies for fiscal years beginning after December 15, 2019. In November 2018, the FASB issued ASU 2018-19, “Codification Improvement to Topic 326, Financial Instruments-Credit Losses”. The Group is evaluating the impact that ASU 2016-13 will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” The new guidance is intended to reduce diversity in how certain transactions are classified in the consolidated statement of cash flows. ASU 2016-15 will be effective for public companies for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Group's consolidated financial condition, results of operations or cash flows. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory.” ASU 2016-16 requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 will be effective for public companies for fiscal years beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Group's consolidated financial condition, results of operations or cash flows. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The adoption of this guidance is not expected to have a material impact on the Group's consolidated financial condition, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-04, “Goodwill and Other (Topic 350) — Simplifying the Test for Goodwill Impairment.” ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. As a result of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and then recognize an impairment charge, as necessary, for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of this guidance is not expected to have a material impact on the Group's consolidated financial condition, results of operations or cash flows. In February 2018, the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted. In March 2018, the FASB issued ASU No. 2018-05, Income Tax (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This update adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Act was signed into law. The Group is currently evaluating the impact of this guidance on its consolidated financial statements. The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. |
1. Description of Business an_2
1. Description of Business and Organization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of major subsidiaries and consolidated VIE | The major subsidiaries and consolidated VIEs of the Company as of December 31, 2017 are summarized as below: Major Subsidiaries Abbreviation Location Xinwei Solar Engineering and Construction (Suzhou) Co., Ltd. Xinwei Suzhou China Xinyu Xinwei New Energy Co., Ltd. Xinyu Xinwei China Gonghe County Xinte Photovoltaic Co., Ltd. Xinte China SPI Renewables Energy (Luxembourg) Private Limited Company S.a.r.l. (formerly known as CECEP Solar Energy (Luxembourg) Private Limited Company (S.a.r.l.)) and Italsolar S.r.l. CECEP Luxembourg, Italy Solar Juice Pty Ltd. Solar Juice Australia Solarbao E-commerce (HK) Limited Solarbao E-commerce Hong Kong Jiangsu Solarbao Leasing Co., Ltd. Jiangsu Solarbao China Yanhua Network Technology (Shanghai) Co., Ltd. Yanhua Network China SPI Solar Japan G.K. SPI Japan Japan Solar Power Inc UK Service Limited SPI UK United Kingdom VIEs Abbreviation Location Shanghai Meijv Network Technology Co., Ltd. Meijv China Lv Neng Tao E-Commerce (Suzhou) Co., Ltd. Lv Neng Tao China |
Schedule of consolidated financial statements of the VIE | The following assets and liabilities information of the VIEs and their operating results and cash flows have been included in the accompanying consolidated financial statements as of and for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 ASSETS Cash and cash equivalents $ – $ 1,661 Restricted cash 134 – Inventories, net – 4 Prepaid expenses and other current assets 16 2,192 Other receivable, noncurrent 231 636 Property, plant and equipment, net 9 25 Total assets $ 390 $ 4,518 LIABILITIES Accounts payable $ 6 $ 78 Accrued liabilities 573 1,222 Other current liabilities due to intra-group entities* 15,421 9,411 Other current liabilities 15 6,090 Total liabilities $ 16,015 $ 16,801 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net sales $ – 4 2,503 Net sales from intra-group entities 583 1,226 Net loss (4,964 ) (12,209 ) For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net cash (used in)/provided by operating activities $ (1,661 ) $ 1,997 Net cash used in investing activities – (336 ) Net cash provided by financing activities – – * Other current liabilities due to intra-group entities represent the amounts due to the Company’s subsidiaries, which have been eliminated upon consolidation. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property, plant and equipment | Plant and machinery 5 or 6.67 years Furniture, fixtures and equipment 3 or 5 years Computers 3 or 5 years Automobile 3 or 5 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 17, 20, 25 or 27 years |
Reconciliation of total interest cost | December 31, December 31, December 31, 2017 2016 2015 Interest cost capitalized $ 2,478 $ 2,273 $ 2,268 Interest cost charged to expense 18,418 9,043 9,275 Total interest cost $ 20,896 $ 11,316 $ 11,543 |
3. Business Acquisitions (Table
3. Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Allocation of purchase price | Identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 43 Accounts receivable 183 Property, plant and equipment 2,314 Accounts payable (918 ) Deferred tax liabilities (185 ) Other payable (12 ) Identifiable net assets acquired (a) 1,425 Consideration (b) 2,108 Goodwill (b-a) $ 683 |
4. Deconsolidation of Sinsin (T
4. Deconsolidation of Sinsin (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deconsolidation Of Sinsin | |
Financial position ad of the date of deconsolidation | January 1, 2017 ASSETS Restricted cash 2,679 Accounts receivable 3,594 Prepaid expenses and other current assets 4,000 Amount due from inter-group entities 7,817 Property, plant and equipment, net 55,458 Deferred tax assets 179 Total assets $ 73,727 LIABILITIES Accounts payable $ 809 Income tax payable 243 Deferred tax liabilities 2,958 Other current liabilities 111 Total liabilities $ 4,121 |
6. Accounts Receivable (Tables)
6. Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of ageing of accounts receivable | December 31, 2017 December 31, 2016 Gross Allowance Net Gross Allowance Net Current 8,581 – 8,581 9,077 – 9,077 0-90 days past due 4,878 – 4,878 6,817 – 6,817 91-180 days past due 2,088 – 2,088 9,379 – 9,379 181-365 days past due 1,537 (764 ) 773 3,516 (487 ) 3,029 over 1 year past due 56,759 (27,763 ) 28,996 37,386 (20,079 ) 17,307 Total $ 73,843 $ (28,527 ) $ 45,316 $ 66,175 $ (20,566 ) $ 45,609 |
Schedule of movements for allowance for doubtful accounts | 2017 2016 2015 Balance as at January 1 $ 20,566 $ 36,553 $ 766 Addition 6,260 4,171 36,468 Written off (1,526 ) (239 ) (616 ) Reversal (1,372 ) (18,293 ) (65 ) Reclassification from allowance for costs and estimated earnings in excess of billings on uncompleted contracts 3,121 – – Foreign currency translation difference 1,478 (1,626 ) – Balance as at December 31 $ 28,527 $ 20,566 $ 36,553 |
7. Inventories (Tables)
7. Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, December 31, 2017 2016 Goods in Transit $ 632 $ 631 Finished goods 15,287 11,635 Total $ 15,919 $ 12,266 |
8. Project Assets (Tables)
8. Project Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Project Assets | |
Summary of project assets | December 31, December 31, 2017 2016 Under development-Company as project owner $ 59,315 $ 48,605 Under development-Company expected to be project owner upon the completion of construction* 10,944 9,124 Total project assets 70,259 57,729 Current, net of impairment loss $ 42,211 $ 27,980 Noncurrent $ 28,048 $ 29,749 |
9. Prepaid Expenses and Other_2
9. Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of prepaid expenses and other current assets | December 31, December 31, Value-added tax recoverable, current $ 2,936 $ 2,980 Deposit and prepayment for acquisitions, net of provision of $16,925 and $16,500, respectively (a) 116 2,207 Other deposit and prepayment, net of provision of $3,536 and $1,445, respectively (b) 3,962 5,533 Receivable from the Group’s executives and employees, net of provision of $6,059 and $6,059, respectively (c) 9,140 9,140 Other receivable, net of provision of $13,635 and $9,639, respectively 3,607 4,827 Others, net of provision of $nil and $426, respectively – 150 Total prepaid expenses and other current assets $ 19,761 $ 24,837 |
10. Finance Lease Receivables (
10. Finance Lease Receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of finance lease receivables | December 31, December 31, 2017 2016 Minimum lease payments receivable $ 119,475 $ 113,574 Less: amounts representing interest (57,437 ) (52,205 ) Present value of total minimum capital lease payments receivable (at rates range from 5% to 17.25%) 62,038 61,369 Less: impairment (52,263 ) (26,021 ) Net finance lease receivables $ 9,775 $ 35,348 Current $ 3,816 $ 9,140 Noncurrent 5,959 26,208 |
Schedule of future maturities of minimum lease payments receivable | 2018 $ 21,383 2019 9,331 2020 8,966 2021 8,879 2022 8,506 Thereafter 62,410 $ 119,475 |
11. Property, Plant and Equip_2
11. Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, 2017 2016 Photovoltaic (“PV”) solar systems $ 80,683 $ 145,865 Furniture, fixtures and equipment 905 1,121 Automobile 713 699 Computers 2,058 1,853 Leasehold improvements 327 306 84,686 149,844 Less: accumulated depreciation (9,735 ) (14,779 ) 74,951 135,065 Construction in progress 3,482 4,560 Less: impairment (17,105 ) (12,640 ) $ 61,328 $ 126,985 |
14. Accrued liabilities (Tables
14. Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | December 31, December 31, Other tax payables (a) $ 6,497 $ 6,653 Accrued expense 5,937 3,379 Tax penalty payable (b) 9,670 – Other payable 5,385 5,037 Other accrual and payables 5,321 1,505 Total accrued liabilities $ 32,810 $ 16,574 |
16. Short-term borrowings and_2
16. Short-term borrowings and long-term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of short-term borrowings and long-term borrowings | December 31, December 31, Short-term bank borrowings $ 8,050 $ 11,769 Loan financing through on-line platform 92,769 67,219 Other short-term borrowings – 3,068 Current portion of long-term borrowings 7,907 2,078 Total short-term borrowings and current portion of long-term borrowings 108,726 84,134 Long term bank borrowings 9,498 2,936 Other long-term borrowings 8,232 7,710 Loan financing through on-line platform, noncurrent – 6,525 Total long-term borrowings 17,730 17,171 Less: current portion of long-term borrowings (7,907 ) (2,078 ) Total long-term borrowings, excluding current portion 9,823 15,093 Total borrowings $ 118,549 $ 99,227 |
Schedule of maturities of the long-term borrowings | 2018 $ 7,907 2019 577 2020 608 2021 630 2022 659 Thereafter 7,349 $ 17,730 |
17. Other liabilities (Tables)
17. Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | December 31, December 31, 2017 2016 Due to individual investors (a) $ – $ 5,479 Withholding individual income tax payable 15,199 15,199 Unpaid acquisition payable 57,838 47,197 Other current liabilities 12,273 3,342 Total other current liabilities 85,310 71,217 Other non-current liabilities 756 711 Accrued warranty reserve 1,537 1,580 Total other non-current liabilities 2,293 2,291 Total other liabilities $ 87,603 $ 73,508 |
18. Goodwill and Other Intang_2
18. Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | Balance as of December 31, 2015 $ 75,969 Impairment loss charged during the year (65,223 ) Foreign currency translation (10,746 ) Balance as of December 31, 2016 $ – Acquisition of Heliostixio (Note 3) 683 Balance as of December 31, 2017 $ 683 |
Schedule of other intangible assets | Useful Life (in months) Gross Accumulated Amortization Impairment Charge Net As of December 31, 2017 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (1,086 ) (1,326 ) 2,305 Website 36 270 (156 ) (114 ) – $ 7,687 $ (3,942 ) $ (1,440 ) $ 2,305 As of December 31, 2016 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (746 ) (1,235 ) 2,736 Website 36 270 (75 ) – 195 $ 7,687 $ (3,521 ) $ (1,235 ) $ 2,931 |
Schedule of the estimated future amortization expense related to other intangible assets | 2018 $ 302 2019 302 2020 302 2021 302 2022 302 Thereafter 795 $ $2,305 |
22. Stock-based Compensation (T
22. Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of consolidated stock-based compensation expense, by type of awards | For the Years Ended December 31, December 31, December 31, 2017 2016 2015 Employee stock options $ 510 $ 1,517 $ 6,350 Restricted stock grants 288 412 31,843 Total stock-based compensation expense $ 798 $ 1,929 $ 38,193 |
Summary of consolidated stock-based compensation by line items | For the Years Ended December 31, December 31, December 31, General and administrative $ 790 $ 1,776 $ 37,810 Sales, marketing and customer service 8 153 383 Total stock-based compensation expense 798 1,929 38,193 Total stock-based compensation expense after income taxes $ 798 $ 1,929 $ 38,193 |
Summary of assumptions used in the determination of the fair value of share-based payment awards using the Black-Scholes model for stock option grants | For the Years Ended December 31, 2017 December 31, 2016 December 31, 2015 Expected term 6.25 4 4 Risk-free interest rate 1.81%-2.30% 1.15% - 2.26% 1.49% - 1.72% Expected volatility 284%-763% 166% - 178% 139% -141% Expected dividend yield 0% 0% 0% |
Summary of stock option activities | Shares Weighted- Weighted- Aggregate Outstanding as of January 1, 2015 254,290 84 5.65 $ 30,302 Granted 465,210 181 Exercised (788 ) 37 Forfeited/expired (83,225 ) 164 Outstanding as of December 31, 2015 635,488 145 7.85 $ 87,401 Granted 268,490 47 Exercised (1,000 ) 49 Forfeited/expired (352,218 ) 169 Outstanding as of December 31, 2016 550,760 82 7.40 $ 60,032 Granted 325,300 4 Exercised – – Forfeited/expired (374,800 ) 36 Outstanding as of December 31, 2017 501,260 66 7.03 $ 769 Vested and exercisable as of December 31, 2017 113,500 49 10.10 $ 79 Expected to vest as of December 31, 2017 249,681 18 8.19 $ 248 |
Summary of exercise price and remaining life information about options exercisable | Range of exercise price Shares Weighted Weighted Aggregate $ 118 - $187 1,550 7.43 178 – $ 40 - $117 27,950 8.47 53 – $ 5 - $39 84,000 7.07 79 113,500 79 |
Summary of changes in non-vested stock awards | Time-based Options Restricted Stock Shares Weighted Shares Weighted Non-vested as of January 1, 2015 239,370 $ 84 250 $ 75 Granted 465,211 181 204,685 166 Vested (61,698 ) 78 (191,273 ) 165 Forfeited (83,225 ) 164 (4,884 ) 175 Non-vested as of December 31, 2015 559,658 $ 128 8,778 $ 178 Granted 268,491 47 – – Vested (45,573 ) 110 (2,778 ) 178 Forfeited (352,218 ) 169 (1,250 ) 177 Non-vested as of December 31, 2016 430,358 46 4,750 178 Granted 325,300 4 – – Vested (100,663 ) 43 (2,187 ) 128 Forfeited (275,075 ) 48 (1,250 ) 177 Non-vested as of December 31, 2017 379,920 9 1,313 264 |
Summary of restricted stock awards | Number Weighted Restricted stock units at January 1, 2015 18,509 $ 66 Granted 204,684 159 Forfeited (4,884 ) 175 Restricted stock units at December 31, 2015 218,309 151 Granted – – Forfeited (1,250 ) 177 Restricted stock units at December 31, 2016 217,059 151 Granted – – Forfeited (1,250 ) 177 Restricted stock units at December 31, 2017 215,809 151 |
23. Income Taxes (Tables)
23. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before provision for income taxes by geographic locations | 2017 2016 2015 United States $ (24,757 ) $ (102,483 ) $ (75,336 ) Foreign Countries (66,051 ) (118,149 ) (109,071 ) $ (90,808 ) $ (220,632 ) $ (184,407 ) |
Schedule of provision for income taxes | 2017 2016 2015 Current tax: Federal tax $ – $ – $ – State tax 7 7 2 Foreign countries 226 674 671 Total current tax 233 681 673 Deferred tax: Federal tax (16 ) – – State tax – – – Foreign countries (66 ) (345 ) – Total deferred tax (82 ) (345 ) – Total provision for income taxes $ 151 $ 336 $ 673 |
Schedule of reconciliation between the actual income tax expense and income tax computed by applying the statutory U.S. Federal income tax rate of 35% to pre-tax (loss) income before provision for income taxes | 2017 2016 2015 Provision for income taxes at U.S. Federal statutory rate $ (31,783 ) $ (77,222 ) $ (64,542 ) State taxes, net of federal benefit (610 ) (3,472 ) (1,436 ) Foreign taxes at different rate 7,502 34,457 26,552 Non-deductible expenses 345 (72 ) 67 Non-taxable income – – (288 ) Valuation allowance (1,631 ) 24,218 26,344 Other 5,088 (1,063 ) 807 Prior year deconsolidation – – – Impairments and intangible amortization (3,762 ) 22,826 194 Stock Based Compensation 279 664 12,975 Tax law changes 22,813 – – Gain/loss on debt medication (1,475 ) – – Tax penalty 3,385 – – $ 151 $ 336 $ 673 |
Schedule of significant components of deferred tax assets and liabilities | 2017 2016 Deferred income tax assets: Net operating loss carry forwards $ 69,847 $ 63,776 Temporary differences due to accrued warranty costs 508 916 Investment in subsidiaries 4,796 6,662 Credits 16 16 Allowance for bad debts 22 396 Fair value adjustment arising from subsidiaries acquisition 457 657 Stock compensation 711 1,021 Unrealized gain/(loss) on derivatives 5,389 7,733 Unrealized investment gain/(loss) 4,644 6,663 CFC trade payable 2,098 2,153 Other temporary differences 13 575 88,501 90,568 Valuation allowance (87,912 ) (89,543 ) Total deferred income tax assets 589 1,025 Deferred income tax liabilities: Fair value adjustment arising from subsidiaries acquisition 632 3,863 Other 116 168 Total deferred income tax liabilities 748 4,031 Net deferred tax liabilities $ 159 $ 3,006 |
24. Net Loss Per Share of Com_2
24. Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share | De cember 31, 2017 December 31, 2016 December 31, 2015 Numerator: Net loss $ (90,959 ) $ (220,968 ) $ (185,080 ) Denominator: Basic weighted-average common shares 6,826,633 6,415,616 6,120,471 Diluted weighted-average common shares 6,826,633 6,415,616 6,120,471 Basic net loss per share $ (13 ) $ (34 ) $ (30 ) Diluted net loss per share (13 ) (34 ) (30 ) |
Schedule securities excluded from the computation of diluted net loss per share | December 31, December 31, December 31, 2017 2016 2015 Share options and non-vested restricted stock 502,573 555,510 695,364 Convertible bonds (see Note 19) 163,385 – 249,074 Total 665,958 555,510 944,438 |
25. Commitments and Contingen_2
25. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under all of our non-cancelable operating leases | 25. Commitments and Contingencies (a) Commitments Product Warranties — During the quarter ended September 30, 2007 and continuing through the fourth quarter of 2010, the Group installed own manufactured solar panels. Other than this period, the Group only installed panels manufactured by unrelated third parties as well as the Group’s principal shareholder and formerly controlling shareholder, LDK. Certain PV construction contracts entered into during the recent years included provisions under which the Group agreed to provide warranties to the buyer. As a result, the Group recorded the provision for the estimated warranty exposure on these contracts within cost of sales. Since the Group do not have sufficient historical data to estimate its exposure, the Group have looked to its own historical data in combination with historical data reported by other solar system installers and manufacturers. Due to the absence of historical material warranty claims, the Group has not recorded a material warranty accrual related to solar energy systems as of December 31, 2017 and 2016. Operating leases — Future minimum payments under non-cancelable operating leases are as follows as of December 31, 2017: 2018 $ 546 2019 477 2020 410 2021 419 2022 428 Thereafter 2,654 $ 4,934 Capital commitments — The capital commitments as at balance sheet dates disclosed above do not include those incomplete acquisitions for investment and business as at balance sheet dates as the agreements could either be terminated unconditionally without any penalty or cancelable when the closing conditions as specified in the agreements could not be met. (b) Contingencies On January 26, 2018, Sinsin Group filed a complaint against the Group requesting the payment of outstanding purchase price and related interest of $45,749 (EUR 38,054). On June 25, 2018, an interim measures judgment was made which appointed an interim management of Sinsin, consisting of two members elected by Sinsin Group and one member elected by the Group. The interim management would manage the bank accounts of Sinsin and collect the proceeds of electric energy revenue. As of the issuance of the financial statements, this case is still on the proceeding, and it is uncertain how the court will rule. The Company’s several previous employees filed suits in November 2015, December 2015, February 2016, March 2016, July 2016 and May 2018 against the Company for breach of their prior employment contracts with the Company. On February 27, 2018, the Company reached a global settlement with four of the plaintiffs with $1,400, and related liability has been accrued as of December 31, 2017. The other two cases are still in the early stage of proceeding as of the date of issuance of these financial statements, and it is uncertain how the United States Court will rule on the plaintiff’s appellate brief. Based on the information available to the Company, management believe that it is probable that a loss had been incurred and a provision of $951 was made as of December 31, 2017. On July 5, 2017, a third party supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $5,427 for EPC equipment and construction services, penalty interest of $559 and legal fee of $92. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it’s uncertain how the court will rule it. Based on the information available to the Group, management believes that it is probable that a loss will incur, and $2,862 was accrued as of December 31, 2017. On August 10, 2017, Bank of Suzhou filed a complaint against the Group in a PRC court alleging that the Group defaulted the payment of bank borrowings amounting to$2,738, as well as the interest and penalty. Court’s judgement has been made on April 17, 2018, that the Group should repay the principal of $2,738, together with interest of $49, penalty interest of $119, compound interest of $2. Basing on the judgement, the Group believes that it is probable that a loss has been incurred, and accrued related interest, penalty and legal fee of $236 as of December 31, 2017. On May 19, 2017, a third party solar module supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $1,817 for purchasing of solar modules, and penalty interest of $15. On January 15, 2018, the judgement was made by the court that the Group should pay for the delayed payment of $1,817 and penalty interest of $223. Based on the judgement, the Group believes that it is probable that a loss had been incurred, and penalty interest and legal fee of $239 had been accrued as of December 31, 2017. On June 22, 2017, a third party EPC construction supplier filed a suit against the Group in a PRC court alleging that the Group delayed the payment of $1,770 for EPC construction, and penalty interest of $135. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it is uncertain how the court will rule on the plaintiff’s appellate brief. Based on the information available to the Group, management believes no loss would incur as of December 31, 2017. On August 13, 2018, a third party filed a complaint against the Group in a PRC court that the Group defaulted the repayment of borrowing amounting to $7,354, and interest of $437. As of the date of issuance of the financial statements, this suit is at its early stage of the proceeding and it’s uncertain how the court will rule it. Based on the information available to the Group, management believes no loss would incur as of December 31, 2017. On July 30, 2018, Jiangsu Solarbao, a subsidiary of the Company, received an indictment letter. Pursuant to the indictment letter, the Suzhou Industrial Park People’s Procuratorate (“the SIPPP”) has indicted Jiangsu Solarbao on the charge of illegal pooling of public deposits after the completion of the investigation conducted by PDSIP. As of the date of issuance of the consolidated financial statements, the proceeding is still at early stage and the Group is unable to determine whether the proceeding will result to an unfavorable outcome. No provision has been made in the consolidated financial statements for the year ended December 31, 2017. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations. |
26. Concentration Risk (Tables)
26. Concentration Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Sales Revenue Net [Member] | |
Concentration Risk [Line Items] | |
Concentrations of Credit Risk and Major Customers Revenue and Total Accounts Receivable | 2017 2016 2015 % of Total % of Total % of Total Customer Revenue Revenue Revenue Revenue Revenue Revenue Blackrock Income UK Holding Limited $ – –% $ 486 –% $ 26,202 14% RI Income UK Holding Limited – – – – 24,142 13% Inner Mongolia Zhaojing Photovoltaic Power Generation Co. Ltd. – – – – 21,635 11% Shotoco Energy, LLC – – – – 21,281 11% $ – –% $ 486 –% $ 93,260 49% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentrations of Credit Risk and Major Customers Revenue and Total Accounts Receivable | 2017 2016 Customer % of Total % of Total Zhongwei Hanky Wiye Solar Co., Ltd. $ 35,222 20% $ 34,049 24% Alxa League Zhiwei Photovoltaic Power Generation Co., Ltd. 40,828 23% 39,951 28% Realforce 21,734 12% 23,199 17% Inner Mongolia Zhaojing Photovoltaic Power Generation Co., Ltd. 15,487 9% 19,815 14% $ 113,271 64% $ 117,014 83% |
27. Segment information (Tables
27. Segment information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of net sales by major product and services | 2017 2016 2015 Sales of PV solar system $ 6,042 $ 14,914 $ 77,438 EPC revenue – 13,493 48,014 Sales of PV solar components 113,930 90,108 41,623 Electricity revenue with PPAs 5,875 16,022 16,226 Pre-development project sales – – 4,545 Financial service revenue 695 4,387 1,486 Others 923 1,275 1,178 $ 127,465 $ 140,199 $ 190,510 |
Schedule of net sales by geographic location | Location (a) 2017 2016 2015 China $ 5,945 $ 25,597 $ 56,745 United Kingdom 6,903 694 50,345 Australia 112,174 81,241 35,418 United States – 6,622 29,925 Greece – 8,737 8,720 Japan 511 12,893 6,626 Italy 1,932 1,740 1,395 Germany – 2,675 1,336 $ 127,465 $ 140,199 $ 190,510 (a) Sales are attributed to countries based on location of customer. |
Schedule of geographic information for long-lived assets | Location 2017 2016 2015 China $ 50,156 $ 27,671 $ 68,831 Greece 2,314 55,458 59,385 United States 16,372 26,032 34,522 Italy 9,961 9,247 10,048 Japan – 3,503 11,464 UK 10,016 10,124 1,499 Australia 548 611 331 Germany 9 47 84 $ 89,376 $ 132,693 $ 186,164 |
1.Description of Business and O
1.Description of Business and Organization (Details - VIE - Balance Sheet) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 2,577 | $ 4,178 | $ 82,124 | $ 156,540 |
Restricted cash | 1,053 | 9,059 | ||
Inventories, net | 15,919 | 12,266 | ||
Prepaid expenses and other current assets | 19,761 | 24,837 | ||
Other receivable, noncurrent | 5,558 | 6,848 | ||
Property, plant and equipment, net | 61,328 | 126,985 | ||
Total assets | 317,311 | 361,818 | ||
LIABILITIES | ||||
Accounts payable | 58,465 | 69,643 | ||
Accrued liabilities | 32,810 | 16,574 | ||
Other current liabilities | 85,310 | 71,217 | ||
Total liabilities | 414,955 | 374,746 | ||
Variable Interest Entities [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 1,661 | ||
Restricted cash | 134 | 0 | ||
Inventories, net | 0 | 4 | ||
Prepaid expenses and other current assets | 16 | 2,192 | ||
Other receivable, noncurrent | 231 | 636 | ||
Property, plant and equipment, net | 9 | 25 | ||
Total assets | 390 | 4,518 | ||
LIABILITIES | ||||
Accounts payable | 6 | 78 | ||
Accrued liabilities | 573 | 1,222 | ||
Other current liabilities due to intra-group entities | 15,421 | 9,411 | ||
Other current liabilities | 15 | 6,090 | ||
Total liabilities | $ 16,015 | $ 16,801 |
1.Description of Business and_2
1.Description of Business and Organization (Details - VIE - Income and Cash Flow) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Income (loss) | |||
Net sales | $ 127,465 | $ 140,199 | $ 190,510 |
Net loss | (90,959) | (220,968) | (185,080) |
Cash and cash equivalents, period increase (decrease) | |||
Net cash (used in)/provided by operating activities | (3,634) | (47,030) | (155,518) |
Net cash used in investing activities | (3,286) | (13,117) | (52,008) |
Net cash provided by financing activities | 5,796 | (17,819) | $ 133,136 |
Variable Interest Entities [Member] | |||
Net Income (loss) | |||
Net sales | 0 | 2,503 | |
Net sales from intra-group entities | 583 | 1,226 | |
Net loss | (4,964) | (12,209) | |
Cash and cash equivalents, period increase (decrease) | |||
Net cash (used in)/provided by operating activities | (1,661) | 1,997 | |
Net cash used in investing activities | 0 | (336) | |
Net cash provided by financing activities | $ 0 | $ 0 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - PPE useful lives) | 12 Months Ended |
Dec. 31, 2017 | |
Plant And Machinery [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5 or 6.67 years |
Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 or 5 years |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 or 5 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 or 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | The shorter of the estimated life or the lease term |
PV Solar System [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 17, 20, 25 or 27 years |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details - Capitalized interest) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Interest cost capitalized | $ 2,478 | $ 2,273 | $ 2,268 |
Interest cost charged to income | 18,418 | 9,043 | 9,275 |
Total interest cost | $ 20,896 | $ 11,316 | $ 11,543 |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Net loss | $ (90,959) | $ (220,968) | $ (185,080) |
Net cash used in operations | (3,634) | (47,030) | (155,518) |
Accumulated deficit | (557,844) | (466,764) | |
Working capital | (254,994) | (176,195) | |
Debt in default | 92,769 | ||
Stock issued new, value | 6,641 | 5,000 | 91,920 |
Costs and estimated earnings in excell of billings | 16,508 | 13,337 | |
Allowance against notes receivable | 0 | 0 | |
Impairment loss on intangible assets | 205 | 1,235 | 0 |
Billings in excess of cost | 0 | 2,369 | 2,161 |
Interest earned on finance leases | 695 | 4,387 | 1,486 |
Coupons issued to settle accounts payable | 0 | 2,010 | 10,942 |
Coupons recorded as settlement of accounts payable | 0 | 2,010 | 10,944 |
Coupons not yet expired or redeemed | 0 | 0 | |
Unamortized discount | 0 | 474 | |
Amortization of discount | 1,044 | 1,151 | 3,163 |
Advertising costs | $ 755 | 5,206 | 22,448 |
Reverse stock split | One-for-ten reverse stock split approved on December 6, 2017 | ||
SPI China [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net loss | $ (62,134) | ||
Accumulated deficit | (263,204) | ||
Working capital | (154,610) | ||
Project Assets [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Asset impairment loss | 4,041 | 13,844 | 10,853 |
Project Assets [Member] | Held for Sale or Development [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Asset impairment loss | 687 | 5,138 | 5,932 |
Project Assets [Member] | Under EPC Contracts [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Asset impairment loss | 3,354 | 8,706 | 10,853 |
Property, Plant and Equipment [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Asset impairment loss | $ 3,808 | $ 12,640 | $ 0 |
Institutional Investor [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock issued new, shares | 80,000,000 | ||
Stock issued new, value | $ 5,760 |
3. Business Acquisitions (Detai
3. Business Acquisitions (Details) - USD ($) $ in Thousands | 11 Months Ended | |||
Dec. 13, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 683 | $ 0 | $ 75,969 | |
Heliostixio [Member] | ||||
Identifiable assets acquired and liabilities assumed | ||||
Cash and cash equivalents | $ 43 | |||
Accounts receivable | 183 | |||
Property, plant and equipment | 2,314 | |||
Accounts payable | (918) | |||
Deferred tax liabilities | (185) | |||
Other payable | (12) | |||
Identifiable net assets acquired | 1,425 | |||
Consideration and Payment Settlement | 2,108 | |||
Goodwill | $ 683 | $ 683 |
3. Business Acquisitions (Det_2
3. Business Acquisitions (Details Narrative) - Heliostixio [Member] $ in Thousands | 11 Months Ended |
Dec. 13, 2017USD ($) | |
Consideration and Payment Settlement | $ 2,108 |
Euro Member Countries, Euro | |
Consideration and Payment Settlement | $ 1,757 |
4. Deconsolidation of Sinsin (D
4. Deconsolidation of Sinsin (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 02, 2017 | Dec. 31, 2016 |
Restricted cash | $ 1,053 | $ 9,059 | |
Accounts receivable | 45,316 | 45,609 | |
Prepaid expenses and other current assets | 19,761 | 24,837 | |
Property, plant and equipment, net | 61,328 | 126,985 | |
Total assets | 317,311 | 361,818 | |
Accounts payable | 58,465 | 69,643 | |
Income tax payable | 2,900 | 3,089 | |
Deferred tax liabilities | 0 | 0 | |
Other current liabilities | 85,310 | 71,217 | |
Total liabilities | $ 414,955 | $ 374,746 | |
Sinsin Group [Member] | |||
Restricted cash | $ 2,679 | ||
Accounts receivable | 3,594 | ||
Prepaid expenses and other current assets | 4,000 | ||
Amount due from inter-group entities | 7,817 | ||
Property, plant and equipment, net | 55,458 | ||
Deferred tax assets | 179 | ||
Total assets | 73,727 | ||
Accounts payable | 809 | ||
Income tax payable | 243 | ||
Deferred tax liabilities | 2,958 | ||
Other current liabilities | 111 | ||
Total liabilities | $ 4,121 |
4. Deconsolidation of Sinsin _2
4. Deconsolidation of Sinsin (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investment in affiliates | $ 69,606 | $ 2,214 |
Sinsin Group [Member] | ||
Investment in affiliates | $ 69,606 |
5. Restricted cash (Details)
5. Restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 1,053 | $ 9,059 |
Reserves [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 4,954 | |
Frozen due to lawsuits [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 1,292 | |
Custodian of Sinsin Group [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 2,679 |
6. Accounts Receivable (Details
6. Accounts Receivable (Details - AR aging) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 73,843 | $ 66,175 |
Allowance | (28,527) | (20,566) |
Net | 45,316 | 45,609 |
Current [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 8,581 | 9,077 |
Allowance | 0 | 0 |
Net | 8,581 | 9,077 |
0-90 days past due [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 4,878 | 6,817 |
Allowance | 0 | 0 |
Net | 4,878 | 6,817 |
91-180 days past due [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 2,088 | 9,379 |
Allowance | 0 | 0 |
Net | 2,088 | 9,379 |
181-365 days past due [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 1,537 | 3,516 |
Allowance | (764) | (487) |
Net | 773 | 3,029 |
Over 1 year past due [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 56,759 | 37,386 |
Allowance | (27,763) | (20,079) |
Net | $ 28,996 | $ 17,307 |
6. Accounts Receivable (Detai_2
6. Accounts Receivable (Details - Allowance for Doubtful Accounts) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Balance at beginning of the year | $ 20,566 | $ 36,553 | $ 766 |
Addition - Increase in doubtful accounts | 6,260 | 4,171 | 36,468 |
Written off | (1,526) | (239) | (616) |
Written back | (1,372) | (18,293) | (65) |
Reclassification from allowance for costs and estimated earnings in excess of billings on uncompleted contracts | 3,121 | 0 | 0 |
Foreign currency translation difference | 1,478 | (1,626) | 0 |
Balance at end of the year | $ 28,527 | $ 20,566 | $ 36,553 |
6. Accounts Receivable (Detai_3
6. Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | $ 73,843 | $ 66,175 | ||
Allowance for doubtful accounts | 28,527 | 20,566 | $ 36,553 | $ 766 |
EPC Service [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 52,664 | 36,480 | ||
Allowance for doubtful accounts | 26,958 | 18,487 | ||
EPC Service [Member] | Zhongwei Hanky Wiye Solar [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 17,309 | 34,049 | ||
EPC Service [Member] | Mongolia Zhaojing Photvoltaic [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 15,487 | |||
Allowance for doubtful accounts | 7,802 | |||
Other Revenue [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 21,179 | 29,695 | ||
Allowance for doubtful accounts | $ 1,569 | $ 2,079 |
7. Inventories (Details)
7. Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Goods in Transit | $ 632 | $ 631 |
Finished goods | 15,287 | 11,635 |
Total | $ 15,919 | $ 12,266 |
7. Inventories (Details Narrati
7. Inventories (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Inventory write down | $ 587 | $ 806 | $ 2,493 |
8. Project Assets (Details)
8. Project Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Project assets | $ 70,259 | $ 57,729 |
Project assets, current | 42,211 | 27,980 |
Project assets, noncurrent | 28,048 | 29,749 |
Under development - Company as project owner [Member] | ||
Project assets | 59,315 | 48,605 |
Under development - Company expected to be project owner [Member] | ||
Project assets | $ 10,944 | $ 9,124 |
8. Project Assets (Details Narr
8. Project Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Project assets | $ 70,259 | $ 57,729 | |
Project impairment loss | 3,354 | 8,706 | $ 10,853 |
Revenue from the sale of project assets | 6,042 | 14,428 | |
Costs from the sale of project assets | 5,801 | 13,583 | |
Certain project assets [Member] | |||
Project impairment loss | 1,687 | 5,138 | $ 5,932 |
UNITED STATES | |||
Project assets | 42,990 | 41,300 | |
UNITED KINGDOM | |||
Project assets | 0 | 1,054 | |
JAPAN | |||
Project assets | 15,589 | 5,496 | |
CHINA | |||
Project assets | $ 11,680 | $ 9,879 |
9. Prepaid expenses and other_3
9. Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Value-added tax recoverable, current | $ 2,936 | $ 2,980 |
Deposit and prepayment for acquisitions, net of provision of $16,925 and $16,500, respectively | 116 | 2,207 |
Other deposit and prepayment , net of provision of $3,536 and $1,445, respectively | 3,962 | 5,533 |
Receivable from the Group's executives and employees, net of provision of $6,059 and $6,059, respectively | 9,140 | 9,140 |
Other receivable, net of provision of $13,635 and $9,639, respectively | 3,607 | 4,827 |
Others, net of provision of $nil and $426, respectively | 0 | 150 |
Total prepaid expenses and other current assets | $ 19,761 | $ 24,837 |
9. Prepaid expenses and other_4
9. Prepaid expenses and other current assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Provision for deposit and prepayment for acquisitions | $ 16,925 | $ 16,500 |
Amount recovered | 54 | 370 |
Provision for other deposits and prepayments | 3,536 | 1,445 |
Provision for receivable from Group's executives and employees | 6,059 | 6,059 |
Provision for other receivables | 13,635 | 9,639 |
Provision for others | 0 | 426 |
Provision for doubtful recoveries accrual | 7,978 | 7,964 |
Payable to PRC [Member] | ||
Provision for receivable from Group's executives and employees | 9,140 | 9,140 |
IIT liabilities [Member] | ||
Provision for receivable from Group's executives and employees | 0 | 6,059 |
Guo Dian [Member] | ||
Provision for deposit and prepayment for acquisitions | 3,228 | 3,313 |
Guo Dian [Member] | Provision for Doubtful Recoveries [Member] | ||
Provision for deposit and prepayment for acquisitions | 3,228 | 3,025 |
All Zip Roofing [Member] | ||
Provision for deposit and prepayment for acquisitions | 3,492 | 3,272 |
RE Capital [Member] | ||
Provision for deposit and prepayment for acquisitions | $ 8,032 | $ 8,334 |
10. Finance lease receivables_2
10. Finance lease receivables (Details - Finance Lease) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Minimum lease payments | $ 119,475 | $ 113,574 |
Less: amounts representing interest | (57,437) | (52,208) |
Present value of total minimum capital lease payments (at rates range from 10.36% to 17.20%) | 62,038 | 61,369 |
Less: impairment | (52,263) | (26,021) |
Net finance lease receivables | 9,775 | 35,348 |
Current | 3,816 | 9,140 |
Noncurrent | $ 5,959 | $ 26,208 |
10. Finance lease receivables_3
10. Finance lease receivables (Details - Minimum Lease Payments Receivable) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Future maturities of minimum lease payments receivable | ||
2,018 | $ 21,383 | |
2,019 | 9,331 | |
2,020 | 8,966 | |
2,021 | 8,879 | |
2,022 | 8,506 | |
Thereafter | 62,410 | |
Total | $ 119,475 | $ 113,574 |
10. Finance lease receivables_4
10. Finance lease receivables (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Interest income from finance lease contracts | $ 695 | $ 4,387 | $ 1,507 |
Capital lease receivable interest rate range | 5% to 17.25% |
11. Property, Plant and Equip_3
11. Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 84,686 | $ 149,844 |
Less: accumulated depreciation | (9,735) | (14,779) |
Property plant and equipment, net before construction in progress and impairment | 74,951 | 135,065 |
Construction in progress | 3,482 | 4,560 |
Impairment of property, plant and equipment | (17,105) | (12,640) |
Property plant and equipment, net | 61,328 | 126,985 |
P V Solar Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 80,683 | 145,865 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 905 | 1,121 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 713 | 699 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 2,058 | 1,853 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 327 | $ 306 |
11. Property, Plant and Equip_4
11. Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 2,968 | $ 4,739 | $ 4,686 |
Impairment of property, plant and equipment | 17,105 | 12,640 | |
Property, plant and equpment net | 61,328 | 126,985 | |
Property, plant and equipment derecognized | 60,106 | ||
Accumulated depreciation derecognized | 4,648 | ||
P V Solar Systems [Member] | Aerojet 1 [Member] | |||
Property, plant and equpment net | 8,911 | 9,654 | |
P V Solar Systems [Member] | Xinte [Member] | |||
Property, plant and equpment net | $ 22,358 | $ 21,996 |
12. Investment in Affiliates (D
12. Investment in Affiliates (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | $ 69,606 | $ 2,214 | |
EnSync [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | 0 | 2,214 | |
Decrease in fair value of warrant | (14,619) | (2,328) | $ 0 |
Impairment of investment | 1,090 | 9,895 | $ 2,214 |
EnSync [Member] | Convertible Preferred Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | $ 0 | $ 2,214 | |
Investment shares owned | 48,048 | ||
EnSync [Member] | Purchased Common Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment shares owned | 8,000,000 | ||
EnSync [Member] | Warrants [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment shares owned | 50,000,000 |
13. Fair value measurement (Det
13. Fair value measurement (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs Level 3 [Member] | ||
Schedule Of Fair Value Measurement Details [Line Items] | ||
Convertible bonds fair value | $ 12,879 | |
Investment in affiliates | 0 | $ 2,214 |
Fair Value Measurements Nonrecurring [Member] | ||
Schedule Of Fair Value Measurement Details [Line Items] | ||
Assets fair value | 0 | 0 |
Liabilities fair value | 0 | 0 |
Fair Value Measurements Recurring [Member] | ||
Schedule Of Fair Value Measurement Details [Line Items] | ||
Liabilities fair value | $ 0 | $ 0 |
14. Accrued liabilities (Detail
14. Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Other tax payables | $ 6,497 | $ 6,653 |
Accrued expense | 5,937 | 3,379 |
Tax penalty payable | 9,670 | 0 |
Other payable | 5,385 | 5,037 |
Other accrual and payables | 5,321 | 1,505 |
Total accrued liabilities | $ 32,810 | $ 16,574 |
14. Accrued liabilities (Deta_2
14. Accrued liabilities (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Other tax payables | $ 6,434 | $ 5,819 |
16. Short-term borrowings and_3
16. Short-term borrowings and long-term borrowings (Details - Debt) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Short-term bank borrowings | $ 8,050 | $ 11,769 |
Loan financing through on-line platform | 92,769 | 67,219 |
Other short-term borrowings | 0 | 3,068 |
Current portion of long-term borrowings | 7,907 | 2,078 |
Total short-term borrowings and current portion of long-term borrowings | 108,726 | 84,134 |
Long term bank borrowings | 9,498 | 2,936 |
Other long-term borrowings | 8,232 | 7,710 |
Loan financing through on-line platform | 0 | 6,525 |
Total long-term borrowings | 17,730 | 17,171 |
Less: current portion of long-term borrowings | (7,907) | (2,078) |
Total long-term borrowings, excluding current portion | 9,823 | 15,093 |
Total borrowings | $ 118,549 | $ 99,227 |
16. Short-term borrowings and_4
16. Short-term borrowings and long-term borrowings (Details - Maturities) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 7,907 | |
2,019 | 577 | |
2,020 | 608 | |
2,021 | 630 | |
2,022 | 659 | |
Thereafter | 7,349 | |
Total long-term borrowings | $ 17,730 | $ 17,171 |
16. Short-term borrowings and_5
16. Short-term borrowings and long-term borrowings (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Loans Payable Details [Line Items] | |||
Proceeds from issuance of debt | $ 34,999 | $ 58,802 | $ 254,608 |
Total debt outstanding | 118,549 | 99,227 | |
Debt guaranteed by project assets | 30,351 | 23,526 | |
Underlying assets that are used as guarantee | $ 18,455 | 32,499 | |
Bank of Jiangsu [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Debt stated interest rate | 5.635% | ||
Debt maturity date | August 29, 2024 | ||
Term loan | $ 2,765 | ||
Santander Bank [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Bank loan | $ 6,733 | ||
Debt stated interest rate | 2.83% and 3.96% | ||
Debt maturity date | February 16, 2027 | ||
Westpac Bank [Member] | Solar Juice [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Debt stated interest rate | 2.25% to 4.66% | ||
Debt maturity date | January 2, 2018 to August 11, 2018 | ||
Other long term debt | $ 5,143 | ||
Third Party [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Debt maturity date | March 31, 2018 | ||
Other long term debt | $ 7,354 | ||
On-line platform [Member] | Individual Investors [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Other long term debt | 6,525 | ||
Other short term debt | 92,769 | 67,219 | |
Proceeds from issuance of debt | 84,368 | ||
Total debt outstanding | $ 73,744 | ||
Bank of Suzhou [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Bank loan | $ 2,738 | ||
Debt stated interest rate | 5.655% | ||
Debt maturity date | April 18, 2017, July 17, 2017 and July 18, 2017 | ||
Short-term Borrowings [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Average interest rate on short-term, borrowings | 7.61% | 7.84% | 7.20% |
17. Other liabilities (Details)
17. Other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Due to individual investors | $ 0 | $ 5,479 |
Withholding individual income tax payable | 15,199 | 15,199 |
Unpaid acquisition payable | 57,838 | 47,197 |
Other current liabilities | 12,273 | 3,342 |
Total other current liabilities | 85,310 | 71,217 |
Other non-current liabilities | 756 | 711 |
Accrued warranty reserve | 1,537 | 1,580 |
Total other non-current liabilities | 2,293 | 2,291 |
Total other liabilities | $ 87,603 | $ 73,508 |
18. Goodwill and Other Intang_3
18. Goodwill and Other Intangible Assets (Details - Goodwill) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill beginning balance | $ 0 | $ 75,969 | |
Acquisition of goodwill | 683 | ||
Goodwill impairment loss | 0 | (65,223) | $ 0 |
Foreign currency translation | (10,746) | ||
Goodwill ending balance | $ 683 | $ 0 | $ 75,969 |
18. Goodwill and Other Intang_4
18. Goodwill and Other Intangible Assets (Details - Intangible Assets) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 7,687 | $ 7,687 |
Intangible assets, Accumulated Amortization | (3,942) | (3,521) |
Intangible assets, Impairment Charge | (1,440) | (1,235) |
Intangible assets, Net | $ 2,305 | $ 2,931 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 57 months | 57 months |
Intangible assets, Gross | $ 2,700 | $ 2,700 |
Intangible assets, Accumulated Amortization | (2,700) | (2,700) |
Intangible assets, Impairment Charge | 0 | 0 |
Intangible assets, Net | $ 0 | $ 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 120 months | 120 months |
Intangible assets, Gross | $ 4,717 | $ 4,717 |
Intangible assets, Accumulated Amortization | (1,086) | (746) |
Intangible assets, Impairment Charge | (1,326) | (1,235) |
Intangible assets, Net | $ 2,305 | $ 2,736 |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 36 months | 36 months |
Intangible assets, Gross | $ 270 | $ 270 |
Intangible assets, Accumulated Amortization | (156) | (75) |
Intangible assets, Impairment Charge | (114) | 0 |
Intangible assets, Net | $ 0 | $ 195 |
18. Goodwill and Other Intang_5
18. Goodwill and Other Intangible Assets (Details - Future Amortization) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization | $ 390 | $ 519 | $ 862 |
2,018 | 302 | ||
2,019 | 302 | ||
2,020 | 302 | ||
2,021 | 302 | ||
2,022 | 302 | ||
Thereafter | 795 | ||
Intangible assets, Net | $ 2,305 | $ 2,931 |
18. Goodwill and Other Intang_6
18. Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 13, 2017 | |
Goodwill | $ 683 | $ 0 | $ 75,969 | |
Accumulated impairment of goodwill | 65,223 | 65,223 | ||
Impairment of intangibles | 205 | 1,235 | 0 | |
Amortization expense for other intangible assets | 390 | 519 | 862 | |
Customer Relationships [Member] | ||||
Impairment of intangibles | 91 | $ 1,235 | $ 0 | |
Website [Member] | ||||
Impairment of intangibles | 114 | |||
Heliostixio [Member] | ||||
Goodwill | $ 683 | $ 683 |
19. Convertible Bonds (Details
19. Convertible Bonds (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt in default | $ 92,769 | ||
Unamortized discount | 0 | $ 474 | |
Amortization of debt discount | 2,906 | 0 | $ 0 |
Convertible Bonds [Member] | |||
Debt in default | $ 55,000 | ||
Convertible Bonds [Member] | Union Sky [Member] | First Amendment Agreement [Member] | |||
Debt in default | $ 20,000 | ||
Debt interest rate | 18.00% | ||
Convertible bond value | $ 12,879 | ||
Gain from extinguishment of debt | 7,121 | ||
Unamortized discount | 4,215 | ||
Amortization of debt discount | 7,121 | ||
Convertible Bonds [Member] | Union Sky [Member] | Second Amendment Agreement [Member] | Note 1 [Member] | |||
Convertible note payable | $ 6,600 | ||
Debt maturity date | Dec. 31, 2019 | ||
Convertible Bonds [Member] | Union Sky [Member] | Second Amendment Agreement [Member] | Note 2 [Member] | |||
Convertible note payable | $ 6,700 | ||
Debt maturity date | Jun. 30, 2020 | ||
Convertible Bonds [Member] | Union Sky [Member] | Second Amendment Agreement [Member] | Note 3 [Member] | |||
Convertible note payable | $ 6,700 | ||
Debt maturity date | Dec. 31, 2020 |
20. Stock option (Details Narra
20. Stock option (Details Narrative) | Dec. 31, 2017shares |
Stock option | |
Warrants outstanding | 0 |
21. Stockholders' Deficit (Deta
21. Stockholders' Deficit (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reverse stock split | One-for-ten reverse stock split approved on December 6, 2017 | ||
Net loss attributable to stockholders of the Company | $ (91,080) | $ (220,696) | $ (184,798) |
Net loss attributable to noncontrolling interests | 121 | (272) | (282) |
Statutory reserve for the PRC | $ 25 | $ 19 | $ 135 |
Common Stock [Member] | |||
Stock issued new, shares | 834,020 | 26,000 |
22. Stock-based Compensation (D
22. Stock-based Compensation (Details - Stock-Based Compensation Expense by Award type) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 798 | $ 1,929 | $ 38,193 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 510 | 1,517 | 6,350 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 288 | $ 412 | $ 31,843 |
22. Stock-based Compensation _2
22. Stock-based Compensation (Details - Compensation expense by line item) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 798 | $ 1,929 | $ 38,193 |
Total stock-based compensation expense after income taxes | 798 | 1,929 | 38,193 |
General And Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 790 | 1,776 | 37,810 |
Selling And Marketing Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 8 | $ 153 | $ 383 |
22. Stock-based Compensation _3
22. Stock-based Compensation (Details - Assumptions) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected term | 6 years 3 months | 4 years | 4 years |
Risk-free interest rate, minimum | 1.81% | 1.15% | 1.49% |
Risk-free interest rate, maximum | 2.30% | 2.26% | 1.72% |
Expected volatility, minimum | 284.00% | 166.00% | 139.00% |
Expected volatility, maximum | 763.00% | 178.00% | 141.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
22. Stock-based Compensation _4
22. Stock-based Compensation (Details - Option Activity) - Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||||
Outstanding at the beginning of the period (in shares) | 550,760 | 635,488 | 254,290 | |
Granted (in shares) | 325,300 | 268,491 | 465,211 | |
Exercised (in shares) | 0 | (1,000) | (788) | |
Forfeited (in shares) | (374,800) | (352,218) | (83,225) | |
Outstanding at the end of the period (in shares) | 501,260 | 550,760 | 635,488 | |
Vested and exercisable at the end of the period (in shares) | 113,500 | |||
Expected to vest at the end of the period (in shares) | 249,681 | |||
Weighted-Average Exercise Price Per Share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 82 | $ 145 | $ 84 | |
Granted (in dollars per share) | 4 | 47 | 181 | |
Exercised (in dollars per share) | 49 | 37 | ||
Forfeited (in dollars per share) | 36 | 169 | 164 | |
Outstanding at the end of the period (in dollars per share) | 66 | $ 82 | $ 145 | |
Vested and exercisable at the end of the period (in dollars) | 49 | |||
Expected to vest at the end of the period (in dollars) | $ 18 | |||
Weighted-Average Remaining Contractual Term | ||||
Weighted Average Remaining Contractual Life | 7 years 11 days | 7 years 4 months 24 days | 7 years 10 months 6 days | |
Vested and exercisable at the end of the period | 10 years 1 month 6 days | |||
Expected to vest at the end of the period | 8 years 2 months 8 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 769 | $ 60,032 | $ 87,401 | $ 30,302 |
Vested and exercisable at year end | 79 | |||
Expected to vest at year end | $ 248 |
22. Stock-based Compensation _5
22. Stock-based Compensation (Details - Options by Exercise Price) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Exercisable | shares | 113,500 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 79 |
$118-$187 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower exercise price per share (in dollars per share) | $ 118 |
Upper exercise price per share (in dollars per share) | $ 187 |
Shares Exercisable | shares | 1,550 |
Weighted average remaining contractual life | 7 years 5 months 5 days |
Weighted average exercise price | $ 178 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
$40 - $117 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower exercise price per share (in dollars per share) | $ 40 |
Upper exercise price per share (in dollars per share) | $ 117 |
Shares Exercisable | shares | 27,950 |
Weighted average remaining contractual life | 8 years 5 months 19 days |
Weighted average exercise price | $ 53 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
$5 - $39 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower exercise price per share (in dollars per share) | $ 5 |
Upper exercise price per share (in dollars per share) | $ 39 |
Shares Exercisable | shares | 84,000 |
Weighted average remaining contractual life | 7 years 25 days |
Aggregate Intrinsic Value (in Dollars) | $ | $ 79 |
22. Stock-based Compensation _6
22. Stock-based Compensation (Details - Non-vested options) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options [Member] | |||
Shares | |||
Non-vested shares at beginning of year (in shares) | 430,358 | 559,658 | 239,370 |
Granted (in shares) | 325,300 | 268,491 | 465,211 |
Vested (in shares) | (100,663) | (45,573) | (61,698) |
Forfeited (in shares) | (275,075) | (352,218) | (83,225) |
Non-vested shares at end of year (in shares) | 379,920 | 430,358 | 559,658 |
Weighted Average Exercise Price Per Share | |||
Non-vested shares at beginning of year (in dollars per share) | $ 46 | $ 128 | $ 84 |
Granted (in dollars per share) | 4 | 47 | 181 |
Vested (in dollars per share) | 43 | 110 | 78 |
Forfeited (in dollars per share) | 36 | 169 | 164 |
Non-vested shares at end of year (in dollars per share) | $ 9 | $ 46 | $ 128 |
Restricted Stock [Member] | |||
Shares | |||
Non-vested shares at beginning of year (in shares) | 4,750 | 8,778 | 250 |
Granted (in shares) | 0 | 0 | 204,685 |
Vested (in shares) | (2,187) | (2,778) | (191,273) |
Forfeited (in shares) | (1,250) | (1,250) | (4,884) |
Non-vested shares at end of year (in shares) | 1,313 | 4,750 | 8,778 |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested shares at beginning of year (in dollars per share) | $ 178 | $ 178 | $ 75 |
Granted (in dollars per share) | 166 | ||
Vested (in dollars per share) | 128 | 178 | 165 |
Forfeited (in dollars per share) | 177 | 177 | 175 |
Non-vested shares at end of year (in dollars per share) | $ 264 | $ 178 | $ 178 |
22. Stock-based Compensation _7
22. Stock-based Compensation (Details - RSU's) - Restricted Stock Units R S U [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||
Restricted stock units at beginning of year (in shares) | 217,059 | 218,309 | 18,509 |
Granted (in shares) | 204,684 | ||
Forfeited (in shares) | (1,250) | (1,250) | (4,884) |
Restricted stock units at end of year (in shares) | 215,809 | 217,059 | 218,309 |
Weighted Average Grant-Date Fair Value | |||
Restricted stock units at beginning of year (in dollars per share) | $ 151 | $ 151 | $ 66 |
Granted (in dollars per share) | 159 | ||
Forfeited (in dollars per share) | 177 | 177 | 175 |
Restricted stock units at end of year (in dollars per share) | $ 151 | $ 151 | $ 151 |
22. Stock-based Compensation _8
22. Stock-based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Fair value of vested shares | $ 2,955 | $ 2,423 | $ 4,812 |
23. Income Taxes (Details - Los
23. Income Taxes (Details - Loss before Provision) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (24,757) | $ (102,483) | $ (75,336) |
Foreign | (66,051) | (118,149) | (109,071) |
Loss before income taxes | $ (90,808) | $ (220,632) | $ (184,407) |
23. Income Taxes (Details - Pro
23. Income Taxes (Details - Provision for income taxes) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax: | |||
Federal tax | $ 0 | $ 0 | $ 0 |
State tax | 7 | 7 | 2 |
Foreign countries | 226 | 674 | 671 |
Total current tax | 233 | 681 | 673 |
Deferred tax: | |||
Federal tax | (16) | 0 | 0 |
State tax | 0 | 0 | 0 |
Foreign countries | (66) | (345) | 0 |
Total deferred tax | (82) | (345) | 0 |
Total provision for income taxes | $ 151 | $ 336 | $ 673 |
23. Income Taxes (Details - Tax
23. Income Taxes (Details - Tax reconciliation) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes at U.S. Federal statutory rate | $ (31,783) | $ (77,222) | $ (64,542) |
State taxes, net of federal benefit | (610) | (3,472) | (1,436) |
Foreign taxes at different rate | 7,502 | 34,457 | 26,552 |
Non-deductible expenses | 345 | (72) | 67 |
Non-taxable income | 0 | 0 | (288) |
Valuation allowance | (1,631) | 24,218 | 26,344 |
Other | (5,088) | (1,063) | 807 |
Prior year deconsolidation | 0 | 0 | 0 |
Impairments and intangible amortization | (3,762) | 22,826 | 194 |
Stock Based Compensation | 279 | 664 | 12,975 |
Tax law changes | 22,813 | 0 | 0 |
Gain/loss on debt medication | (1,475) | 0 | 0 |
Tax penalty | 3,385 | 0 | 0 |
Total provision for income taxes | $ 151 | $ 336 | $ 673 |
23. Income Taxes (Details - Def
23. Income Taxes (Details - Deferred income taxes) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Net operating loss carry forwards | $ 69,847 | $ 63,776 |
Temporary differences due to accrued warranty costs | 508 | 916 |
Investment in subsidiaries | 4,796 | 6,662 |
Credits | 16 | 16 |
Allowance for bad debts | 22 | 396 |
Fair value adjustment arising from subsidiaries acquisition | 457 | 657 |
Stock compensation | 711 | 1,021 |
Unrealized gain/(loss) on derivatives | 5,389 | 7,733 |
Unrealized investment gain/(loss) | 4,644 | 6,663 |
CFC trade payable | 2,098 | 2,153 |
Other temporary difference | 13 | 575 |
Total deferred tax assets | 88,501 | 90,568 |
Valuation allowance | (87,912) | (89,543) |
Total deferred income tax assets | 589 | 1,025 |
Deferred income tax liabilities: | ||
Fair value adjustment arising from subsidiaries acquisition | 632 | 3,863 |
Other | 116 | 168 |
Total deferred income tax liabilities | 748 | 4,031 |
Net deferred tax liabilities | $ 159 | $ 3,006 |
23. Income Taxes (Details Narra
23. Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in valuation allowance | $ (1,631) | $ 24,218 | $ 27,308 |
Undistributed earnings for foreign subsidiaries | 1,779 | 4,527 | |
Unrecognized tax benefits | 0 | $ 0 | |
Federal [Member] | |||
Net operating loss carryforward | $ 103,467 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2028 | ||
Federal AMT credit | $ 16 | ||
State [Member] | |||
Net operating loss carryforward | $ 119,988 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2018 | ||
Foreign [Member] | |||
Net operating loss carryforward | $ 37,878 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2018 |
24. Net Loss Per Share of Com_3
24. Net Loss Per Share of Common Stock (Details - Basic and Diluted) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net loss including noncontrolling interests | $ (90,959) | $ (220,968) | $ (185,080) |
Denominator: | |||
Basic weighted-average common shares | 6,826,663 | 6,415,616 | 6,120,471 |
Diluted weighted-average common shares | 6,826,633 | 6,415,616 | 6,120,471 |
Basic net loss per share (in USD/Share) | $ (13) | $ (34) | $ (30) |
Diluted net loss per share (USD/Shares) | $ (13) | $ (34) | $ (30) |
24. Net Loss Per Share of Com_4
24. Net Loss Per Share of Common Stock (Details - Antidilutive shares) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 665,958 | 555,510 | 944,438 |
Share options and non-vested restricted stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 502,573 | 555,510 | 695,364 |
Convertible bonds [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 163,385 | 0 | 249,074 |
25. Commitments and Contingen_3
25. Commitments and Contingencies (Details - Minimum lease payments) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 546 |
2,019 | 477 |
2,020 | 410 |
2,021 | 419 |
2,022 | 428 |
Thereafter | 2,654 |
Total operating leases | $ 4,934 |
25. Commitments and Contingen_4
25. Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Rent expense | $ 2,412 | $ 3,127 | $ 2,860 |
Other commitment | 41,029 | $ 54,845 | |
Employment Contracts [Member] | |||
Litigation reserve | 951 | ||
Third Party Supplier [Member] | |||
Litigation reserve | 2,862 | ||
Bank of Suzhou [Member] | |||
Litigation reserve | 236 | ||
Solar Module Supplier [Member] | |||
Litigation reserve | 239 | ||
Third Party EPC Construction Supplier [Member] | |||
Litigation reserve | 0 | ||
Third Party Borrower [Member] | |||
Litigation reserve | $ 0 |
26. Concentration Risk (Details
26. Concentration Risk (Details - Revenue risk) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Revenue | $ 127,465 | $ 140,199 | $ 190,510 |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | $ 0 | $ 486 | $ 93,260 |
Concentration risk percentage | 0.00% | 0.00% | 49.00% |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Blackrock Income UK Holding [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | $ 0 | $ 486 | $ 26,202 |
Concentration risk percentage | 0.00% | 0.00% | 14.00% |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | RI Income UK Holding [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 24,142 |
Concentration risk percentage | 0.00% | 0.00% | 13.00% |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Inner Mongolia Zhaojing [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 21,635 |
Concentration risk percentage | 0.00% | 0.00% | 11.00% |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Shotoco Energy [Member] | |||
Concentration Risk [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 21,281 |
Concentration risk percentage | 0.00% | 0.00% | 11.00% |
26. Concentration Risk (Detai_2
26. Concentration Risk (Details - Accounts receivable risk) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 73,843 | $ 66,175 |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 113,271 | $ 117,014 |
Concentration risk percentage | 64.00% | 83.00% |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Zhongwei Hanky [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 35,222 | $ 34,049 |
Concentration risk percentage | 20.00% | 24.00% |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Alxa League Zhiwei [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 40,828 | $ 39,951 |
Concentration risk percentage | 23.00% | 28.00% |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Realforce [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 21,734 | $ 23,199 |
Concentration risk percentage | 12.00% | 17.00% |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Inner Mongolia Zhaojing [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 15,487 | $ 19,815 |
Concentration risk percentage | 9.00% | 14.00% |
27. Segment information (Detail
27. Segment information (Details - By Product) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from External Customer [Line Items] | |||
Revenue | $ 127,465 | $ 140,199 | $ 190,510 |
PV Solar System [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 6,042 | 14,914 | 77,438 |
EPC Revenue [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 0 | 13,493 | 48,014 |
PV Solar Components [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 113,930 | 90,108 | 41,623 |
Electricity Revenue with PPA's [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 5,875 | 16,022 | 16,226 |
Predevelopment Project Sales [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 0 | 0 | |
Financial Services Revenue [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | 695 | 1,275 | 1,486 |
Other Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenue | $ 923 | $ 1,275 | $ 1,178 |
27. Segment information (Deta_2
27. Segment information (Details - Geographic) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 127,465 | $ 140,199 | $ 190,510 |
CHINA | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,945 | 25,597 | 56,745 |
UNITED KINGDOM | |||
Segment Reporting Information [Line Items] | |||
Revenues | 6,903 | 694 | 50,345 |
AUSTRALIA | |||
Segment Reporting Information [Line Items] | |||
Revenues | 112,174 | 81,241 | 35,418 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 6,622 | 29,925 |
GREECE | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 8,737 | 8,720 |
JAPAN | |||
Segment Reporting Information [Line Items] | |||
Revenues | 511 | 12,893 | 6,626 |
ITALY | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,932 | 1,740 | 1,396 |
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 2,675 | $ 1,336 |
27. Segment information (Deta_3
27. Segment information (Details - Long-lived assets) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 97,881 | $ 132,693 | $ 186,164 |
CHINA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 50,156 | 27,671 | 68,831 |
GREECE | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 2,314 | 55,458 | 59,385 |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 16,372 | 26,032 | 34,522 |
ITALY | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 9,961 | 9,247 | 10,048 |
JAPAN | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 0 | 3,503 | 11,464 |
UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 10,016 | 10,124 | 1,499 |
AUSTRALIA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 548 | 611 | 331 |
GERMANY | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 9 | $ 47 | $ 84 |
28. Related Party Transactions
28. Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts | $ 28,527 | $ 20,566 | $ 36,553 | $ 766 |
Solar Energy [Member] | ||||
Other receivable | 3,223 | 3,244 | ||
Allowance for doubtful accounts | 3,223 | 3,244 | ||
Mr. Peng [Member] | ||||
Advances to related party | 510 | 310 | ||
LDK Group [Member] | ||||
Accounts payable, related party | 4,713 | 4,389 | ||
Purchases from related party | 0 | 3,691 | 11,712 | |
Costs from related party | $ 0 | $ 0 | $ 4,000 |