Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2018 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 20-F | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | SPI Energy Co., Ltd. | |
Entity Central Index Key | 0001210618 | |
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 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,141 | $ 2,238 |
Restricted cash | 458 | 36 |
Accounts receivable, net | 27,777 | 11,951 |
Notes receivable | 526 | 526 |
Inventories, net | 11,906 | 15,840 |
Project assets | 24,654 | 42,211 |
Prepaid expenses and other current assets, net | 4,382 | 5,983 |
Amount due from related parties | 39 | 94 |
Current assets of discontinued operation | 0 | 52,433 |
Total current assets | 73,883 | 131,312 |
Intangible assets | 1,801 | 2,305 |
Goodwill | 651 | 683 |
Accounts receivable, noncurrent | 0 | 7,100 |
Other receivable, noncurrent | 832 | 550 |
Notes receivable, noncurrent | 4,297 | 4,823 |
Property, plant and equipment, net | 21,150 | 23,392 |
Project assets, noncurrent | 16,368 | 16,368 |
Investment in affiliates | 69,606 | 69,606 |
Deferred tax assets, net | 140 | 290 |
Noncurrent assets of discontinued operation | 0 | 60,882 |
Total assets | 188,728 | 317,311 |
Current liabilities: | ||
Accounts payable | 16,271 | 19,064 |
Accrued liabilities | 16,495 | 19,860 |
Income taxes payable | 293 | 67 |
Advance from customers | 25,984 | 31,122 |
Short-term borrowings and current portion of long-term borrowings | 3,166 | 5,478 |
Convertible bonds | 41,600 | 35,000 |
Amount due to related parties | 79 | 0 |
Other current liabilities | 62,643 | 62,399 |
Current liabilities of discontinued operation | 0 | 213,316 |
Total current liabilities | 166,531 | 386,306 |
Convertible bonds, noncurrent | 13,400 | 15,785 |
Long-term borrowings, excluding current portion | 6,674 | 7,445 |
Deferred tax liabilities, net | 515 | 748 |
Other noncurrent liabilities | 1,538 | 1,538 |
Noncurrent liabilities of discontinued operation | 0 | 3,133 |
Total liabilities | 188,658 | 414,955 |
Equity (Deficit): | ||
Ordinary shares, par $0.0001, 500,000,000 shares authorized, 7,914,125 and 7,250,672 shares issued and outstanding as of December 31, 2018 and 2017, respectively* | 1 | 1 |
Additional paid in capital | 601,319 | 489,972 |
Accumulated other comprehensive loss | (35,115) | (33,874) |
Accumulated deficit | (570,126) | (557,844) |
Total deficit attributable to the shareholders of SPI Energy Co., Ltd. | (3,921) | (101,745) |
Noncontrolling interests | 3,991 | 4,101 |
Total equity (deficit) | 70 | (97,644) |
Total liabilities and equity (deficit) | $ 188,728 | $ 317,311 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,914,125 | 7,250,672 |
Common stock, shares outstanding | 7,914,125 | 7,250,672 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales: | |||
Net sales | $ 125,582 | $ 121,520 | $ 114,602 |
Cost of goods sold: | |||
Cost of goods sold | 114,525 | 111,428 | 102,147 |
Provision for losses on contracts | 0 | 0 | 385 |
Total cost of goods sold | 114,525 | 111,428 | 102,532 |
Gross profit | 11,057 | 10,092 | 12,070 |
Operating expenses: | |||
General and administrative | 12,225 | 13,994 | 13,728 |
Sales, marketing and customer service | 2,285 | 2,944 | 3,238 |
Provision (reverse) for doubtful accounts, notes and other receivables | (501) | 1,693 | 7,106 |
Impairment charges on goodwill and intangible assets | 0 | 0 | 66,458 |
Impairment charges on property, plant and equipment | 0 | 53 | 38 |
Impairment charges on project assets | 0 | 687 | 13,102 |
Total operating expenses | 14,009 | 19,371 | 103,670 |
Operating loss | (2,952) | (9,279) | (91,600) |
Other income (expense): | |||
Interest expense | (6,665) | (8,087) | (3,494) |
Interest income | 320 | 384 | 802 |
Gain on extinguishment of convertible bonds | 0 | 7,121 | 0 |
Change in fair value of derivative asset/liability | 0 | 0 | (2,328) |
Tax penalty | 0 | (9,670) | 0 |
Gain on troubled debt restructuring | 1,887 | 0 | 0 |
Loss on investment in affiliates | 0 | (2,214) | (6,296) |
Net foreign exchange gain (loss) | 1,118 | (5,141) | 646 |
Others | 487 | 509 | 847 |
Total other expense, net | (2,853) | (17,098) | (9,823) |
Loss from continuing operations before income taxes | (5,805) | (26,377) | (101,423) |
Income tax expense | 332 | 137 | 606 |
Loss from continuing operations including noncontrolling interests | (6,137) | (26,514) | (102,029) |
Loss from discontinued operations, net of tax | (6,122) | (64,445) | (118,939) |
Net loss including noncontolling interests | (12,259) | (90,959) | (220,968) |
Less: Net income (loss) attributable to noncontrolling interests from continuing operations | 31 | 168 | (333) |
Less: Net income (loss) attributable to noncontrolling interests from discontinued operations | (8) | (47) | 61 |
Net loss attributable to shareholders of SPI Energy Co., Ltd. from continuing operations | (6,168) | (26,682) | (101,696) |
Net loss attributable to shareholders of SPI Energy Co., Ltd. from discontinued operations | (6,114) | (64,398) | (119,000) |
Net loss attributable to shareholders of SPI Energy Co., Ltd. | $ (12,282) | $ (91,080) | $ (220,696) |
Net loss from continuing operations per ordinary share basic and diluted | $ (0.9) | $ (4) | $ (16) |
Net loss from discontinued operations per ordinary share basic and diluted | $ (0.8) | $ (9) | $ (18) |
Weighted average shares outstanding basic and diluted | 7,262,023 | 6,826,633 | 6,415,616 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Loss from continuing operations including noncontrolling interests | $ (6,137) | $ (26,514) | $ (102,029) |
Loss from discontinued operations, net of tax | (6,122) | (64,445) | (118,939) |
Net loss including noncontrolling interests | (12,259) | (90,959) | (220,968) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation losses arising during the year | (1,381) | (1,196) | (16,227) |
Total comprehensive loss including noncontrolling interests | (13,640) | (92,155) | (237,195) |
Comprehensive income(loss) attributable to noncontrolling interests | (117) | 55 | (264) |
Comprehensive loss attributable to shareholders of SPI Energy Co., Ltd. | $ (13,523) | $ (92,210) | $ (236,931) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Equity Attributable to Shareholders of SPI Energy Co.Ltd | Noncontrolling Interest | Total |
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) | |||
Disposition of SPI China (HK) Limited | 0 | ||||||
Capital contribution from noncontrolling interest | 731 | 731 | |||||
Issuance of ordinary shares | 5,000 | 5,000 | 5,000 | ||||
Issuance of ordinary shares (shares) | 25,000 | ||||||
Exercise of share options | 49 | 49 | 49 | ||||
Exercise of share options (in Shares) | 1,000 | ||||||
Share-based compensation expense | 1,929 | 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) | |||
Disposition of SPI China (HK) Limited | 0 | ||||||
Issuance of ordinary shares | 6,641 | 6,641 | 6,641 | ||||
Issuance of ordinary shares (shares) | 834,020 | ||||||
Share-based compensation expense | 798 | 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 | ||||||
Net loss | (12,282) | (12,282) | 23 | (12,259) | |||
Foreign currency translation losses | (1,241) | (1,241) | (140) | (1,381) | |||
Disposition of SPI China (HK) Limited | 107,867 | 107,867 | 7 | 107,874 | |||
Option granted in disposition | 1,290 | 1,290 | 1,290 | ||||
Forgiveness of receivable from SPI China (HK) Limited | (536) | (536) | (536) | ||||
Share-based compensation expense | 2,756 | 2,756 | 2,756 | ||||
Share-based compensation expense (shares) | 663,460 | ||||||
Reverse stock split rounding shares | |||||||
Reverse stock split rounding shares (in shares) | (7) | ||||||
Balances at Dec. 31, 2018 | $ 1 | $ 601,319 | $ (570,126) | $ (35,115) | $ (3,921) | $ 3,991 | $ 70 |
Balances (in Shares) at Dec. 31, 2018 | 7,914,125 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net (loss) from continuing operations | $ (6,137) | $ (26,514) | $ (102,029) |
Loss from discontinued operations, net of tax | (6,122) | (64,445) | (118,939) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,204 | 1,159 | 3,972 |
Amortization | 300 | 302 | 467 |
Provision for inventory | 0 | 366 | 146 |
Provision (reverse) for doubtful accounts and notes | (501) | 1,693 | 7,106 |
Impairment charges on intangible assets | 0 | 0 | 1,235 |
Impairment charges on goodwill | 0 | 0 | 65,223 |
Impairment charges on property, plant and equipment | 0 | 53 | 38 |
Impairment charges on project assets | 0 | 687 | 13,102 |
Loss on investment in affiliates | 0 | 2,214 | 6,296 |
Share-based compensation expense | 2,726 | 1,174 | 1,301 |
Gain on extinguishment of convertible bonds | 0 | (7,121) | 0 |
Gain on troubled debt restructuring | (1,887) | 0 | 0 |
Other non-income tax expense | 0 | 9,670 | 0 |
Amortization of debt discount on convertible bonds | 1,910 | 2,906 | 0 |
Change in fair value of derivative assets/liability | 0 | 0 | 2,328 |
Change in deferred taxes | (83) | (247) | (380) |
Provision for losses on contracts | 0 | 0 | 385 |
Non-cash interest expense | 0 | 0 | 1,518 |
Operating income from solar system subject to financing obligation | 0 | 0 | (1,419) |
Changes in operating assets and liabilities | |||
Accounts receivable | (13,898) | (8,974) | 4,442 |
Other receivable, noncurrent | 0 | 0 | (658) |
Amount due from related parties | (451) | (470) | 0 |
Notes receivable | 526 | 525 | 525 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 0 | 266 | (266) |
Project assets | 17,834 | (3,957) | 8,573 |
Inventories | 2,876 | (6,733) | 3,904 |
Prepaid expenses and other assets | 906 | 164 | (1,238) |
Accounts payable | 3,353 | (297) | 2,461 |
Advances from customers | (5,092) | 13,700 | (459) |
Income taxes payable | 226 | (146) | (211) |
Accrued liabilities and other liabilities | 3,960 | 5,207 | 1,380 |
Amount due to related parties | 79 | 0 | 0 |
Net cash provided by (used in) operating activities, continuing operations | 7,851 | (14,373) | 17,742 |
Net cash provided by (used in) operating activities, discontinued operations | 159 | 2,733 | (90,712) |
Cash flows from investing activities: | |||
Proceeds from repayment of interest bearing receivables | 0 | 0 | 1,000 |
Proceeds from disposal of investment in affiliates | 0 | 0 | 5,440 |
Acquisitions of property, plant and equipment | (95) | (298) | (9,301) |
Proceeds from disposal of property, plant and equipment | 6 | 0 | 0 |
Acquisitions of subsidiaries, net of cash acquired | 0 | 43 | (2,254) |
Decrease of cash due to deconolidation of Sinsin | 0 | (2,679) | 0 |
Decrease of cash fue to disposition of SPI China (HK) Limited | (3,257) | 0 | 0 |
Net cash used in investing activities, continuing operations | (3,346) | (2,934) | (5,115) |
Net cash used in investing activities, discontinued operations | (418) | (352) | (8,002) |
Cash flows from financing activities: | |||
Proceeds from issuance of ordinary shares | 0 | 5,760 | 5,049 |
Proceeds from line of credit and loans payable | 66,169 | 31,925 | 32,592 |
Repayments of line of credit and loans payable | (67,754) | (29,401) | (28,216) |
Net cash generated from/(used in) financing activities, continuing operations | (1,585) | 8,284 | 9,425 |
Net cash used in financing activities, discontinued operations | (2,145) | (2,488) | (75,436) |
Effect of exchange rate changes on cash | 453 | (477) | 20 |
Increase/(Decrease) in cash, cash equivalents and restricted cash | 969 | (9,607) | (152,078) |
Cash, cash equivalents and restricted cash at beginning of year | 3,630 | 13,237 | 165,315 |
Cash, cash equivalents and restricted cash at end of year | 4,599 | 3,630 | 13,237 |
Less: cash, cash equivalents and restricted cash of discontinued operations at end of year | 0 | (1,356) | (8,501) |
Cash, cash equivalents and restricted cash at end of year for continuing operations | 4,599 | 2,274 | 4,736 |
Supplemental cash flow information: | |||
Interest paid | 725 | 566 | 243 |
Income tax paid | 0 | 347 | 0 |
Non-cash activities: | |||
Netting off balance due to/from third party | 5,003 | 6,917 | 0 |
Interest capitalized to project assets | 292 | 1,607 | 0 |
Loss on forgiveness of debt due from SPI China | 536 | 0 | 0 |
Options issued to shareholder during disposition of SPI China (HK) Limited | 1,260 | 0 | 0 |
Disposition of SPI China (HK) Limited | 107,867 | 0 | 0 |
Derecognition of Project Aerojet | $ 0 | $ 754 | $ 0 |
Reconciliation of Cash
Reconciliation of Cash - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | $ 4,141 | $ 2,238 | $ 4,736 |
Restricted cash | 458 | 36 | 2,712 |
Cash, cash equivalents and restricted cash | $ 4,599 | $ 2,274 | $ 4,736 |
1. Description of Business and
1. Description of Business and Organization | 12 Months Ended |
Dec. 31, 2018 | |
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 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 of the Company as of December 31, 2018 are summarized as below: Major Subsidiaries Abbreviation Location 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 Solar Juice USA Inc. Solar Juice US United States Solar Juice (HK) Limited Solar Juice HK Hong Kong SPI Solar Japan G.K. SPI Japan Japan Solar Power Inc UK Service Limited SPI UK United Kingdom SPI Solar, Inc. SPI US United States Heliostixio S.A. Heliostixio Greece On January 1, 2017, the Group deconsolidated one of the major subsidiaries, Sinsin Renewable Investment Limited (“Sinsin”) due to loss of control (see Note 6 Deconsolidation of Sinsin). On December 13, 2017, the Group acquired 100% equity interest of Heliostixio S.A. (“Heliostixio”) (see Note 5 Business Acquisitions). On April 17, 2018, the Group established Solar Juice USA Inc. for sales of bitcoin mining equipment and hosting service business. On December 10, 2018, the Group disposed SPI China (HK) Limited (“SPI China”), which holds all of the Group’s assets and liabilities related to its business in China, including engineering, procurement and construction (“EPC”) business, PV projects, Internet finance lease related business and E-commence in China, to Lighting Charm Limited (“Lighting Charm”), an affiliate of Ms. Shan Zhou, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer (see Note 4 Disposition of SPI China). The Group effected an internal restructuring following which SPI China would only hold the Group’s subsidiaries in China, and all the other subsidiaries outside of China would be transferred to the Group (the “restructuring”). As of December 10, 2018, the restructuring was completed and the disposal transaction was closed (see Note 4 Disposition of SPI China). Variable Interest Entities The Group operated its on-line fund raising and leasing business and its on-line solar products trading through Shanghai Meijv Network Technology Co., Ltd. (“Meijv”) and Lv Neng Tao E-Commerce (Suzhou) Co., Ltd. (“Lv Neng Tao”) (collectively referred to as the “VIEs”) respectively. Both Meijv and Lv Neng Tao were limited liability companies established in the PRC and held the requisite licenses and permits necessary to conduct the on-line businesses, which were 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 acted as nominee equity holders of Lv Neng Tao on behalf of the Company. OnMarch 17, 2016, Meijv entered into a series of contractual arrangements with Yanhua Network Technology (Shanghai) Co., Ltd.Y (“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 had granted all of their legal rights in Meijv and LvNeng Tao, respectively, including voting rights and deposition rights, to Yanhua Network. As a result, Youying and Lv Neng Tao’s legal shareholders did 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 had a significant effect on the success of Meijv and Lv Neng Tao. The Company, through Yanhua Network, had 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 affected 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, was considered the primary beneficiary of Meijv and Lv Neng Tao. As such, the financial results of Meijv and Lv Neng Tao were included in the Company’s consolidated financial statements as of December 31, 2017 and 2016, and December 10, 2018. 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. With the disposition of SPI China, all VIEs were disposed as of December 10, 2018 (see Note 4 Disposition of SPI China). |
2. Going Concern
2. Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The Group has suffered recurring losses from operations. The Group has incurred a net loss of $6,137 from continuing operations during the year ended December 31, 2018. As of December 31, 2018, the Group had a working capital deficit of $92,648 and accumulated deficit of $570,126. Additionally, as of December 31, 2018, $41,600 of convertible bonds was due within one year. 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. Equity financing The Group is actively seeking additional capital in the form of equity financing. As of April 14, 2019, the Group completed a private placement of $7,656 by issuing 6,600,000 ordinary shares. Net proceeds from the above transaction are intended to be used for expansion of the Company's global PV project activities and general corporate purposes. The Group plans to seek additional funds through equity financing. Working Capital management The Group sold several PV projects in Japan and United States, and is actively negotiating with the buyers to mobilize the cash collection. In addition, the Group has intention to sell the PV projects in Italy which are indeed with good value and return. The sales of these projects will expect to bring in significant amount of cash to the Group to improve liquidity and capital to reinvest into new solar projects. Except for the new PV projects in Greece and US to be acquired, the Group has been closely monitoring 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 costs in 2018. 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. The Group would continue to implement these measures in 2019 to maintain the expenditure level. 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. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. 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 Group’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, and its subsidiaries. All material inter-company transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Company’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling 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) Comparability and Reclassification Adjustment The Company has reclassified certain comparative balances in the consolidated balance sheet as of December 31, 2017 and certain comparative amounts in the consolidated statements of operations for the years ended December 31, 2017 and 2016 to conform to the current year’s presentation. The assets and liabilities of the discontinued operations have been classified as current asset of discontinued operation and noncurrent assets of discontinued operation, current liabilities of discontinued operation and noncurrent liabilities of discontinued operation in the consolidated balance sheet as of December 31, 2017. The results of discontinued operations for the years ended December 31, 2018, 2017 and 2016 have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the years ended December 31, 2018, 2017 and 2016 were separately presented in the consolidated statements of cash flows for all periods presented in accordance with U.S. GAAP. (d) Use of Estimates The preparation of the financial statements in conformity with U.S. 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 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 tax assets, accrued warranty expenses, cost-based input methods 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. (e) 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 “$”). The functional currency of the Company’s subsidiaries located in the PRC, Europe, United Kingdom, Japan and Australia are Renminbi (“RMB”), EURO (“EUR”), British Pounds(“GBP”), Japanese Yen (“JPY”) and Australia Dollar (“AUD”), respectively. Transactions denominated in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are included in the consolidated statements of operations. The Group’s reporting currency is the US$. 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. (f) 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. Ÿ 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. Ÿ 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. Ÿ 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. (g) 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. There were no cash equivalents as of December 31, 2018 and 2017. (h) Restricted Cash Restricted cash represent bank deposits with designated use, which cannot be withdraw without certain approval or notice. Restricted cash, which matures twelve months after the balance sheet date, is classified as noncurrent assets in the consolidated balance sheets. (i) Accounts Receivable, net The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group's sales of pre-development solar projects and sales of PV components. For pre-development sales contracts, the payment is typically due in installments over the contract term, which are both before and after the performance by the Company. Payment for sales of PV components and electricity revenue with power purchase agreements (“PPAs”) are typically due in full within 30 to 90 days of shipping of the products or the start of the contract term. The Group maintains allowances for doubtful accounts. 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. Contractually, the Group may charge interest for extended payment terms and require collateral. (j) Notes Receivable Notes receivable was a 12-year interest-bearing promissory note issued by an EPC customer in 2015. 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 noncurrent assets respectively on the consolidated balance sheet. As of December 31, 2018, and 2017, no allowance was made against the notes receivable. (k) Inventories, net Inventories are carried at the lower of cost or market, determined by the weighted average 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. (l) Project Assets The Group acquires or constructs PV solar power systems (“solar system”) 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 solar systems. Solar systems are classified as either held for development and sale within “project assets” or as held for use within “property, plant and equipment” based on the Group’s intended use of solar systems. The Group determines the intended use of the solar systems upon acquisition or commencement of project construction. Classification of the solar systems affects the accounting and presentation in the consolidated financial statements. Transactions related to the solar systems held for development and sale within “project assets” 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 solar systems and fulfillment of the relevant recognition criteria. Incidental electricity income generated from the solar systems 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 solar systems held for use within “property, plant and equipment”, are used by the Group in its operations to generate income or a return from the use of the assets. Income generated from the solar systems held for use are included in net sales in the consolidated statement of operations. The costs to construct solar systems 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 solar systems 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 solar systems classified as held for own use is reported in other operating income or expense in the consolidated statement of operation. Solar systems 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 solar systems held for development and sale, named as “project assets”, are reported as current assets on the consolidated balance sheets when upon completion of the construction of the solar systems, 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 are reported as noncurrent assets. No depreciation expense is recognized while the project assets are under construction or classified as held for sale. For solar systems held for development and sale, named as “project assets”, 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. (m) 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 (n) Intangible Assets other than Goodwill Intangible assets consist of customer relationships and patents. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. (o) 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. (p) 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. The Group performed impairment analysis on goodwill annually with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. (q) 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 and accrued warranty based on the Group’s own historical data. Since 2011, 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. 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. (r) 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, 2018, 2017 and 2016. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Group is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. (s) Revenue Recognition On January 1, 2018, the Group adopted Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”) and applied the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Group’s historical accounting practices under ASC Topic 605 “Revenue Recognition”. The Group has determined that the impact of the transition to the new standard is immaterial to the Group’s revenue recognition model. Accordingly, the Group has not made any adjustment to opening retained earnings. The Group’s accounting practices under ASC Topic 606 are as followings: The Company generates revenue from sales of PV components, electricity revenue with PPAs, sales of PV project assets, providing EPC services, providing financial services, bitcoin mining equipment sales and hosting service, and sales of pre-development solar projects. Sale of PV components Revenue on sale of PV components is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or acceptance of the customer depending on the terms of the underlying contracts. Electricity revenue with PPAs The Group sells energy generated by PV solar power systems under PPAs. For energy sold under PPAs, the Group recognizes revenue each period based on the volume of energy delivered to the customer (i.e., the PPAs off-taker) and the price stated in the 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 PV solar power systems, (ii) the purchaser does not have the rights to control physical access to the PV solar power systems, and (iii) the price that the purchaser pays is at a fixed price per unit of output. Sale of PV project asset The Group’s sales arrangements for PV projects do not contain any forms of continuing involvement that may affect the revenue or profit recognition of the transactions, nor any variable considerations for energy performance guarantees, minimum electricity end subscription commitments. The Group therefore determined its single performance obligation to the customer is the sale of a completed solar project. The Group recognizes revenue for sales of solar projects at a point in time after the solar project has been grid connected and the customer obtains control of the solar project. EPC services The Group generally recognizes revenue for EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. Furthermore, the EPC services represents a single performance obligation for the development and construction of a single generation asset. For such construction service arrangements, the Group recognizes revenue using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract, after consideration of our customers’ commitment to perform its obligations under the contract, which is typically measured through the receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions or parent entities. In applying cost based input methods of revenue recognition, the Group uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term construction contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred that do not contribute to satisfying our performance obligations (“inefficient costs”) are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Costs incurred towards contract completion may include costs associated with solar modules, direct materials, labor, subcontractors, and other indirect costs related to contract performance. The Group recognizes solar module and direct material costs as incurred when such items have been installed in a system. Cost based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete our projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete our projects, including materials, labor, contingencies, and other system costs. If the estimated total costs on any contract, including any inefficient costs, are greater than the net contract revenues, the Group recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. The effect of the changes on future periods are recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material depending on the size of the contracts or the changes in estimates. Finance Services Revenue Financial services revenue is recorded 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 expected 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. Since 2017, the third-party developers defaulted the payment which indicated that the collectability is not reasonably assured. Accordingly, the Group recognizes financial service revenue only when received cash payment from lessees. The financial services revenue was all from the discontinued operation. Bitcoin mining equipment sales and hosting service Revenue on sale of bitcoin mining equipment is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon delivery of the products to the hosting site or receipt place assigned by the customer, installed and set up the products. Revenue for hosting service is recognized over time as services are performed and based on the output method related to the time incurred during the service period. Sales of pre-development solar projects For sales of pre-development solar projects in which the Group transfers 100% of the membership interest in solar projects to a customer, the Group recognizes all of the revenue for the consideration received at a point in time when the membership interest was transferred to the customer, which typically occurs when the Group delivered the membership interest assignment agreement to the customer. The contract arrangements may contain provisions that can either increase or decrease the transaction price. These variable amounts generally are resolved upon achievement of certain performance or upon occurrence of certain price reduction conditions. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change. Changes in estimates for sales of pre-development solar projects occur for a variety of reasons, including but not limited to (i) EPC construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) occurrence of purchase price reduction conditions. The cumulative effect of revisions to transaction prices are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Disaggregation of revenues The following table illustrates the disaggregation of revenue by revenue stream and by timing of revenue recognition from continuing operations for the years ended December 31, 2018, 2017 and 2016: By revenue stream For the year ended December 31, 2018 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 90,067 $ – $ – $ – $ – $ 1,314 $ 91,381 Japan 1,605 – 10,809 – – 23 12,437 Italy – 1,733 – – – – 1,733 United States 1,875 – – 1,052 15,794 – 18,721 United K – 932 – – – – 932 Greece – 378 – – – – 378 Total $ 93,547 $ 3,043 $ 10,809 $ 1,052 $ 15,794 $ 1,337 $ 125,582 By revenue stream For the year ended December 31, 2017 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asse |
4. Disposition of SPI China
4. Disposition of SPI China | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of SPI China | 4. Disposition of SPI China On August 30, 2018, the Group entered into a share purchase agreement (the “SPI China disposal agreement”) with Lighting Charm, an affiliate of Ms. Shan Zhou, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer. Ms. Shan Zhou, as the beneficial owner of the Group, hold more than 10% equity interest of the Group on December 10, 2018. The agreement has been approved by an independent committee of the Group’s Board of Directors. The SPI China disposal agreement provides that the Group sold Lighting Charm the 100% equity interest of SPI China, which holds all of the Group’s assets and liabilities related to its business in China (the “Acquired Business”). The Group effected an internal restructuring following which SPI China would only hold the Group’s subsidiaries in China, and all the other subsidiaries outside of China would be transferred to the Group. Pursuant to the terms of the SPI China disposal agreement, the consideration for the Acquired Business to be paid by the Lighting Charm to the Group in cash was US$1.00. As of December 10, 2018, the restructuring was completed and the disposition was closed. As a result of the disposition to a principal shareholder for US$1.00, the excess of SPI China’s book value of liabilities over the book value of its assets was recorded as an addition to paid-in capital of $107,867. Together with the transaction, the Group granted Lighting Charm options to purchase up to 1,000,000 of the Group’s ordinary shares with par value of $0.0001, with an exercise price of US$ 3.80 per share. The options vested immediately and can be exercised at any time on or prior to August 21, 2021. The options were valued using the Binomial option pricing model and the fair value of the options on the grant date was $1,260, which adjusted to the fair value of disposal consideration and was charged into additional paid-in capital. The Group had made payment on behalf of SPI China for its operation purpose from December 10, 2018 to December 31, 2018, which was considered remote collectability due to the financial position of SPI China, and the Company recorded the amount due from SPI China as a debt forgiveness loss from related parties, with amount of $536 recorded as a reduction of paid-in capital. The assets and liabilities of SPI China are included in the captions “Current assets of discontinued operations”, “Noncurrent assets of discontinued operations”, “Current liabilities of discontinued operations” and “Noncurrent liabilities of discontinued operations”, in the accompanying balance sheets at December 31, 2017 and consist of the following: December 31, Assets of Discontinued Operations Cash and cash equivalents $ 339 Restricted cash 1,017 Accounts receivable, net 33,365 Prepaid expenses and other current assets, net 13,778 Finance lease receivable, net 3,816 Other current assets 118 Total current assets 52,433 Other receivable, noncurrent 5,008 Property, plant and equipment, net 37,936 Project assets, noncurrent 11,680 Deferred tax assets, net 299 Finance lease receivable, noncurrent 5,959 Total noncurrent assets 60,882 Total assets $ 113,315 Liabilities of Discontinued Operations Accounts payable $ 39,401 Accounts payable, related parties 4,700 Accrued liabilities 12,950 Income taxes payable 2,833 Short-term borrowings and current portion of long-term borrowings 103,248 Financing and capital lease obligations, current 26,399 Other current liabilities 23,785 Total current liabilities 213,316 Long-term borrowings, excluding current portion 2,378 Other noncurrent liabilities 755 Total noncurrent liabilities 3,133 Total liabilities $ 216,449 The following are revenues and income from discontinued operations: For the years ended December 31, 2018 2017 2016 Net sales $ 4,681 $ 5,945 $ 25,597 Cost of goods sold 2,027 6,235 18,763 Provision for losses on contracts – – 18 Gross profit (loss) 2,654 (290 ) 6,816 General and administrative 2,904 8,391 20,523 Sales, marketing and customer service 887 4,796 25,992 Provision for doubtful accounts, notes and other receivable 195 7,485 23,359 Impairment charges on goodwill and intangible assets – 205 – Impairment charges on property, plant and equipment – 3,755 12,602 Impairment charges on project assets – 3,354 742 Impairment charges on finance lease receivable – 23,967 32,028 Total operating expense 3,986 51,953 115,246 Total other income (expense), net (4,790 ) (12,188 ) (10,779 ) Loss from discontinued operations before income tax (6,122 ) (64,431 ) (119,209 ) Income tax expense (benefit) – 14 (270 ) Loss from discontinued operations, net of income tax $ (6,122 ) $ (64,445 ) $ (118,939 ) |
5. Business Acquisitions
5. Business Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | 5. Business Acquisitions On September 20, 2017, the Group entered into a Framework Share Purchase Agreement with Thermi Taneo Venture Capital Fund (“Thermi”) to expand the Company’s business in Europe and also 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 During the period from the acquisition date to December 31, 2017, Heliostixio contributed $nil revenue and $nil earnings to the Group’s consolidated results since Heliostixio had immaterial operations from the acquisition date to December 31, 2017. Goodwill primarily represents the intangible benefits that would accrue to the Group that do not qualify for separate recognition. The balance of goodwill was $651 and $683 as of December 31, 2018 and 2017, respectively. 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. |
6. Deconsolidation of Sinsin
6. Deconsolidation of Sinsin | 12 Months Ended |
Dec. 31, 2018 | |
Deconsolidation Of Sinsin | |
Deconsolidation of Sinsin | 6. 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, acquired the 100% equity interest of 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 $43,595 (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 26(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, 2018 and 2017 the Group’s carrying amount of the investment in Sinsin was $69,606 and $69,606 on the consolidated balance sheet. As of the issuance of the financial statements, the lawsuit with Sinsin is still on the proceeding, and it is uncertain how the court will rule (see Note 26 (b) Contingencies). |
7. Restricted Cash
7. Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Restricted Cash and Investments [Abstract] | |
Restricted Cash | 7. Restricted Cash At December 31, 2018 and 2017, the Group had restricted bank deposits of $458 and $36, respectively. The balance as of December 31, 2018 mainly represented the restricted bank deposits in the bank account established for the solely purpose of paying the obligations and making other payments related to the project assets development in Hawaii of SPI Solar Inc., a subsidiary of the Group. The balance as of December 31, 2017 represented the restricted bank deposit in certain account used as a rental deposit in Australia, which cannot be withdrawn or used without the approval of lessor. |
8. Accounts Receivable
8. Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | 8. Accounts Receivable Accounts receivable, current and noncurrent, mainly represent amounts due from customers for: 1) sales of Solar PV projects; 2) supply of electricity with PPAs; 3) sales of solar PV components; and 4) sales of pre-development solar projects. 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 regularly monitors and assesses the risk of not collecting amounts owed by customers. The Group does not have any off-balance-sheet credit exposure related to its customers. Accounts receivable, current, as at December 31, 2018 and 2017 primarily consists of receivables arose from trading and sales of solar PV components as well as sales of pre-development solar projects. The accounts receivable as of December 31, 2018 and 2017 consisted of the following: December 31, December 31, 2018 2017 Current accounts receivable: Accounts receivable $ 28,410 $ 13,471 Less: Allowance for doubtful accounts (633 ) (1,520 ) 27,777 11,951 Noncurrent accounts receivable Accounts receivable, noncurrent – 7,100 Total accounts receivable, net $ 27,777 $ 19,051 The movements of allowance for doubtful accounts are as follows: 2018 2017 2016 Balance as at January 1 $ 1,520 $ 1,592 $ 211 Addition 202 1,536 1,151 Written off – (1,526 ) – Reversal (1,002 ) (152 ) – Foreign currency translation difference (87 ) 70 230 Balance as at December 31 $ 633 $ 1,520 $ 1,592 As of December 31, 2018, and 2017, allowance for doubtful debts of $524 and $1,412 had been accrued for certain gross receivable balances of $9,235 and $12,827, respectively, which arose from the Group’s trading revenue from sales of PV related components. Also, allowance for doubtful debts of $109 and $108 had been accrued for certain gross receivable balances (current and noncurrent) of $19,175 and $7,744, respectively, which arose from other types of revenues. The allowance is determined on the basis of their expected recoverable amount of these receivables. Solar Juice, entered into debtor finance agreements with Scottish Pacific (BFS) Pty Ltd. (“Scottish Pacific”), whereby Scottish Pacific provided Solar Juice invoice discounting facility (see Note 19 Short-term Borrowings and Long-term Borrowings). As of December 31, 2018, all the outstanding Accounts receivable of Solar Juice was pledged to Scottish Pacific for a total gross amount of $8,345. |
9. Inventories, net
9. Inventories, net | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 9. Inventories, net Inventories consisted of the following: December 31, December 31, 2018 2017 Goods in transit $ 2,039 $ 632 Finished goods 9,867 15,208 Total $ 11,906 $ 15,840 During the years ended December 31, 2018, 2017 and 2016, inventories were written down by $nil, $366 and $146 from continuing operations, respectively, to reflect the lower of cost or market price. |
10. Project Assets
10. Project Assets | 12 Months Ended |
Dec. 31, 2018 | |
Project Assets | |
Project Assets | 10. Project Assets As of December 31, 2018, project assets, current and noncurrent, mainly consist of the PV solar power systems that are held for development and sale across U.S. and Japan, with the amount of $31,170, (2017: $42,990), and $9,852 (2017: $15,589), respectively. Project assets consist of the following: December 31, December 31, 2018 2017 Project assets completed for sale $ 21,215 $ 24,228 Project assets under development 19,807 34,351 Total project assets 41,022 58,579 Current, net of impairment loss $ 24,654 $ 42,211 Noncurrent $ 16,368 $ 16,368 During the years ended December 31, 2018, 2017 and 2016, impairment losses of $nil, $687 and $13,102 were recorded for certain project assets held for development and sale from continuing operations. During the years ended December 31, 2018, 2017 and 2016, the Group recognized total revenue from sales of PV project assets and sales of pre-development solar projects of $26,603, $6,042 and $14,914 from continuing operations, respectively, and cost of $23,418, $6,229, and $13,613 from continuing operations were recognized accordingly. |
11. Prepaid Expenses and Other
11. Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 11. Prepaid Expenses and Other Current Assets December 31, 2018 December 31, 2017 Value-added tax recoverable, current $ 483 $ 673 Deposit and prepayment for acquisitions, net of provision of $10,840 and $10,205, respectively (a) 55 116 Other deposit and prepayment, net of provision of $452 and $306, respectively (b) 1,216 2,359 Other receivable, net of provision of $914 and $906, respectively (c) 2,628 2,835 Total prepaid expenses and other current assets $ 4,382 $ 5,983 (a) Deposit and Prepayment for Acquisitions Deposit and prepayment for acquisitions as at December 31, 2018 primarily include: i) an amount of $8,543 (2017: $8,032) relating to the acquisition of RE Capital Projects. The prepayment for acquisition of RE Capital Projects mainly included cash of $2,640 and the Group’s ordinary shares amounting to $5,500. In April 2017, the acquisition was terminated and both parties agreed that the ordinary shares would be transferred back to the Group and the cash portion would not be refunded. Thus, provision for doubtful recoveries of $8,488 (2017: $7,978) was accrued, and the prepayment for acquisition was written down to the recovered amount of $55 and $54 as of December 31, 2018 and 2017; ii) prepayment of $2,288 (2017: $2,227) relating to acquisition of the Kashima PV station. In 2015, the sellers agreed to refund the entire prepayments before September 30, 2017 according to the supplemental termination agreements. The Group assessed the collectability is remote and full provision for doubtful recoveries of $2,288 (2017: $2,227) was accrued; iii) prepayment of $64 (2017: $62) relating to the acquisition of the PV station from General Energy Solutions Inc. (“GES”). In 2017, the sellers agreed to refund the entire prepayments before September 30, 2019 according to the supplemental termination agreements. The Group assessed the collectability is remote and full provision for doubtful recoveries of $64 (2017: $nil) was accrued. (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) Other receivable Other receivable as at December 31, 2018 mainly included: i) the business fund lent to a third party, Tacoo Corporation with no interest bearing of $2,107 (2017: $2,033). The Company assessed the collectability of the receivable and concluded no provision accrued as of December 31, 2018 and 2017; ii) other receivable of $1,435 (2017: $1,708) for project payment on behalf of third parties, the Group assessed the collectability and provision of $914 (2017: $906) was accrued. |
12. Intangible Assets
12. Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 12. Intangible Assets Intangible assets consisted of the following: Useful Life Accumulated Impairment (in months) Gross Amortization Charge Net As of December 31, 2018 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,366 (1,270 ) (1,295 ) 1,801 $ 7,066 $ (3,970 ) $ (1,295 ) $ 1,801 As of December 31, 2017 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (1,086 ) (1,326 ) 2,305 $ 7,417 $ (3,786 ) $ (1,326 ) $ 2,305 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 $nil, $nil and $1,235 on customer relationship from continuing operations, respectively, for the years ended December 31, 2018, 2017 and 2016. Amortization expense for other intangible assets was $300, $302 and $467 from continuing operations for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the estimated future amortization expense related to other intangible assets is as follows: USD 2019 $ 277 2020 277 2021 277 2022 277 2023 277 Thereafter 416 $ 1,801 |
13. Goodwill
13. Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 13. Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 were as follows: Balance as of December 31, 2016 $ – Acquisition of Heliostixio 683 Balance as of December 31, 2017 $ 683 Foreign Currency translation difference (32 ) Balance as of December 31, 2018 $ 651 The Goodwill of $651 as of December 31, 2018 was from the acquisition of Heliostixio in December 2017 (see Note 5 Business Acquisitions). The impairment provision for goodwill was $nil, $nil and $65,223 for the years ended December 31, 2018, 2017 and 2016. |
14. Property, Plant and Equipme
14. Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 14. Property, Plant and Equipment, net Property, plant and equipment consisted of the following: December 31, December 31, 2018 2017 Photovoltaic solar systems $ 24,375 $ 25,561 Furniture, fixtures and equipment 517 521 Automobile 489 541 Computers 1,177 1,180 Leasehold improvements 188 110 26,746 27,913 Less: accumulated depreciation (5,505 ) (4,430 ) 21,241 23,483 Less: impairment (91 ) (91 ) $ 21,150 $ 23,392 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 $1,204, $1,159 and $3,972 from continuing operations for the years ended December 31, 2018, 2017 and 2016, respectively. Impairment loss on property, plant and equipment of $nil, $53 and $38 from continuing operations for the years ended December 31, 2018, 2017 and 2016, respectively. |
15. Investment in Affiliates
15. Investment in Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Affiliates | 15. Investment in Affiliates Investment in affiliates represents: i) the investment in EnSync, Inc. (formerly known as ZBB Energy Corporation) (“ENS”) with net amount of $nil and $nil as of December 31, 2018 and 2017, respectively; ii) and the investment in Sinsin of $69,606 and $69,606 as of December 31, 2018 and 2017, respectively (see Note 6 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, $nil and $2,328 of the Warrant was recognized as Change in fair value of derivative asset/liabilities in the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016. The Group derecognized the investment in the Purchased Common Stock under the equity method and recorded a gain of $3,599 in earnings for the year ended December 31, 2016. The investment in Purchased Common Stock was fully impairment as of December 31, 2018 and 2017, and impairment provision of $nil, $2,214 and $9,895 was provided for investment in Convertible Preferred Stock during the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018 and 2017, the net investment in ENS was $nil and $ nil, respectively. |
16. Fair Value Measurement
16. Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017. The following method and assumptions were used to estimate the fair value on a non-recurring basis as at December 31, 2018 and 2017: Cash and cash equivalents, restricted cash, accounts receivable and payable, short term borrowings, accrued liabilities, advance from customers and other current liabilities — costs approximates fair value because of the short maturity period. The fair value of convertible bonds was classified in Level 3 of the fair value hierarchy, and uses binomial model. The estimated fair value of convertible bond with Union Sky was $12,879 as of February 12, 2017 (see Note 20 Convertible Bonds). The fair value of options issued to Lighting Charm Limited was classified in Level 3 of the fair value hierarchy, and uses binomial model. The estimated fair value of options issued to Lighting Charm Limited was $1,260 as of August 21, 2018 (see Note 4 Disposition of SPI China). There have been no transfers between Level 1, Level 2, or Level 3 categories during the years ended December 31, 2018, 2017 and 2016. |
17. Accrued Liabilities
17. Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 17. Accrued Liabilities Accrued liabilities are as follows: December 31, 2018 December 31, 2017 Tax penalty payable (a) $ 9,670 $ 9,670 Other payable 4,556 4,396 Other tax payables 774 1,138 Accrued expense 1,323 800 Other accrual and payables 172 3,856 Total accrued liabilities $ 16,495 $ 19,860 (a) Tax Penalty Payable The Company was late for filing United States Federal and State income tax returns of 2016, hence an expected penalty payable of $9,670 and $9,670 was accrued as of December 31, 2018 and 2017. The Company submitted the tax filing together with the tax penalty abatement request on April 10, 2019, as of the issuance of the financial statements, the Company has not received the result of the tax penalty from the United States Internal Revenue Service (“IRS”) (see Note 26(b) Contingencies). |
18. Advance From Customers
18. Advance From Customers | 12 Months Ended |
Dec. 31, 2018 | |
Customer Advances and Deposits, Current [Abstract] | |
Advance From Customers | 18. 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. |
19. Short-term Borrowings and L
19. Short-term Borrowings and Long-term Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings and Long-term Borrowings | 19. Short-term Borrowings and Long-term Borrowings December 31, 2018 December 31, 2017 Short-term bank borrowings $ 146 $ 5,313 Other short-term borrowings 2,841 – Current portion of long-term borrowings 179 165 Total short-term borrowings and current portion of long-term borrowings 3,166 5,478 Long term bank borrowings 6,017 6,733 Other long-term borrowings 836 877 Total long-term borrowings 6,853 7,610 Less: current portion of long-term borrowings (179 ) (165 ) Total long-term borrowings, excluding current portion 6,674 7,445 Total borrowings $ 9,840 $ 12,923 As of December 31, 2018, the maturities of the long-term borrowings are as follows: USD 2019 $ 179 2020 208 2021 229 2022 256 2023 1,115 Thereafter 4,866 $ 6,853 As of December 31, 2018, bank loans primarily represent a 10-year long term loan borrowed from Santander Bank amounting to $6,017, at interest rate of 2.83% and 3.96% per annum with a maturity date of February 16, 2027. The Group’s subsidiary, Solar Juice, entered into debtor finance agreements with Scottish Pacific on March 18, 2018, whereby Scottish Pacific provided Solar Juice invoice discounting facility with a limit of $5,637, at service fee charge of 0.13% based on the invoices processed, and discount fee charge of margin percentage plus 1.1% (margin percentage is around 6.76% during 2018) based on the average daily debtor finance balance. The accounts receivable collection of Solar Juice was automatically transferred to Scottish Pacific for the debtor finance repayment at the ending of each work day. As of December 31, 2018, the debtor finance balance was $2,691. The interest expense of bank loans from continuing operations was $525, $567 and $243 for the years ended December 31, 2018, 2017 and 2016. The average interest rate on short term borrowings from continuing operations was 7.39%, 5.65% and 5.04% per annum for the years ended December 31, 2018, 2017 and 2016, respectively. |
20. Convertible Bonds
20. Convertible Bonds | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Bonds | |
Convertible Bonds | 20. 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 Ordinary 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 ordinary shares 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 Ordinary 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 ordinary shares 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. The Group defaulted the payment for all outstanding convertible bonds of $55,000 in June 2016. First Amendment Agreement with Union Sky 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 with Union Sky 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, which the conversion price per ordinary share equals the weighted average daily closing price of the Company’s ordinary shares in the NASDAQ stock market 10 working days prior to the date of signing the second amendment agreement. Given that the Company was experiencing financial difficulties and the note holder, MGL granted a concession by extending the note maturity dates, resulting in the effective interest rate for the second amendment lower than effective interest rate for the first amendment, the Company accounted for the second amendment as a troubled debt restructuring. According to ASC Topic 470, if future undiscounted cash flows are less than the net carrying value of the original debt, a gain is recognized for the difference and the carrying value of the debt is adjusted to the future undiscounted cash flow amount. The future undiscounted cash flow of the second amended convertible bond was $20,000, which is less than the carrying amount of the first amended convertible bond of $21,887 as of June 29, 2018. Therefore, the Company recognized a gain on troubled debt restructuring of $1,887 and the second amended convertible bond held by MGL was recorded at the undiscounted future cash flow, amounting to $20,000. No interest expense or amortization of debt discount is recorded going forward. As at December 31, 2018, except the convertible bonds held by MGL, the conversion option of the convertible bonds 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, including current portion of $41,600 and noncurrent portion of $13,400. |
21. Other Liabilities
21. Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 21. Other Liabilities December 31, December 31, 2018 2017 Unpaid acquisition payable (a) $ 53,824 $ 53,655 Other current liabilities (b) 8,819 8,744 Total other current liabilities 62,643 62,399 Accrued warranty reserve (c) 1,538 1,538 Total other noncurrent liabilities 1,538 1,538 Total other liabilities $ 64,181 $ 63,937 (a) Unpaid Acquisition Payable Acquisition payable of $53,824 and $53,655 as of December 31, 2018 and 2017 mainly represented: i) unpaid purchase consideration of Sinsin of $43,595 and $45,749 as of December 31, 2018 and 2017 (see Note 6 Deconsolidation of Sinsin); ii) Accrued interest for the unpaid purchase consideration of Sinsin of $8,712 and $6,314 with an interest rate of 6% for the unpaid purchase price, as of December 31, 2018 and 2017; iii) unpaid purchase consideration of Heliostixio of $1,517 and $1,592 as of December 31, 2018 and 2017 (see Note 5 Business Acquisitions). (b) Other current liabilities Other current liabilities of $8,819 and $8,744 as of December 31, 2018 and 2017 mainly represented the payment made by Sinsin on the behalf of the Group. Sinsinwas deconsolidated on January 1, 2017 (see Note 6 Deconsolidation of Sinsin). (c) Accrued warranty reserve The accrued warranty reserve mainly represented the product warranty for PV panels which were installed by the Group. During the quarter ended September 30, 2007 and continuing through the fourth quarter of 2010, the Group installed own manufactured solar panels. Since 2011, 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. PV construction contracts entered into during the recent years included provisions under which the Group agreed to provide warranties to the customers, where the Group passes on all potential warranty exposure and claims, if any, with respect systems sold by the Group to its suppliers. The warranty reserve balance as of December 31, 2018 and 2017 was $1,538 and $1,538, respectively (see Note 26 (a) Commitments). |
22. Shareholders' Equity (Defic
22. Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | 22. Shareholders’ Equity (Deficit) (a) Ordinary Shares 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, the Group enacted a one-for-ten reverse stock split as approved by the Group’s extraordinary general meeting. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the reverse stock splits. The authorized shares of ordinary shares were 500,000,000 shares of a par value of $0.0001. During the year ended December 31, 2018, the Group issued 663,460 restricted ordinary shares to core management members and other management (see Note 23 Share-based Compensation). During the year ended December 31, 2017, the Group issued 834,020 ordinary shares for cash. The issued ordinary share of the Company as of December 31, 2018 and 2017 was 7,914,125 shares and 7,250,672 shares, respectively. |
23. Share-based Compensation
23. Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | 23. Share-based Compensation The Company measures employee share-based compensation expense for all share-based compensation awards based on the grant-date fair value and recognizes the cost in the financial statements over the employee requisite service period. During the year ended December 31, 2018, 2017 and 2016, the total share-based compensation expense was $2,756, $798, and $1,929, respectively. Among them, $2,726, $1,174, and $1,301 were attributable to continuing operations, respectively. The following table summarizes the consolidated share-based compensation expense from continuing operations, by type of awards: For the Years Ended December 31, December 31, December 31, 2018 2017 2016 Employee stock options $ 1,799 $ 886 $ 962 Restricted stock grants 927 288 339 Total share-based compensation expense $ 2,726 $ 1,174 $ 1,301 The following table summarizes the consolidated share-based compensation by line items from continuing operations: For the Years Ended December 31, 2018 December 31, 2017 December 31, 2016 General and administrative $ 2,579 $ 1,131 $ 1,274 Sales, marketing and customer service 147 43 27 Total share-based compensation expense 2,726 1,174 1,301 Total share-based compensation expense after income taxes $ 2,726 $ 1,174 $ 1,301 As share-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 were as follows: For the Years Ended December 31, 2018 December 31, 2017 December 31, 2016 Expected term 6.25 6.25 4 Risk-free interest rate 2.54%-3.03% 1.81%-2.30% 1.15% - 2.26% Expected volatility 624%-756% 284%-763% 166% - 178% Expected dividend yield 0% 0% 0% Equity Incentive Plan On November 15, 2006, subject to approval of the shareholders, 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 Ordinary 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 shareholders 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 Ordinary Stock), but not outstanding options to acquire stock. (9% of the outstanding shares of 7,914,125 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 shareholder 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 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 Ordinary Stock of the Company through awards of incentive and Option, Restricted Stock or Unrestricted Stock and SARs which was approved by the shareholders. 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”. During the year ended December 31, 2018, the Board of Directors approved the grants of RSUs to core management members and other management, pursuant to the terms of the 2015 Plan. The total number of RSUs granted is 663,460 shares. The vesting schedules are 100% vested at the grant date for all the grants. All these shares were issued to the management during the year ended December 31, 2018. The Group used the market price of its shares at grant date as the fair value of the RSUs in calculating the share based compensation expense. The following table summarizes the Group’s stock option activities: Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) 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 Granted 287,000 13 Exercised – – Forfeited/expired (528,060 ) 10 Outstanding as of December 31, 2018 260,200 212 8.59 $ – Vested and exercisable as of December 31, 2018 76,900 29 9.12 $ – Expected to vest as of December 31, 2018 177,383 12 8.29 $ – The following table presents the exercise price and remaining life information about options exercisable at December 31, 2018: Range of exercise price Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Aggregate Intrinsic ($000) $118 - $172 750 7.13 172 – $40 - $117 28,200 8.39 64 – $2 - $39 47,950 9.58 6 – 76,900 – Changes in the Group’s non-vested stock awards are summarized as follows: Time-based Options Restricted Stock Shares Weighted Average Exercise Price Per Share Shares Weighted Average Grant-Date Fair Value Per Share 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 Granted 287,000 13 663,460 1 Vested (87,285 ) 25 (663,273 ) 1 Forfeited (396,335 ) 13 (250 ) 185 Non-vested as of December 31, 2018 183,300 $ 8 1,250 $ 185 The total fair value of shares vested during the years ended December 31, 2018, 2017 and 2016 was $1,382, $2,955 and $2,423, respectively. There were no changes to the contractual life of any fully vested options during the years ended December 31, 2018, 2017 and 2016. Following is a summary of our restricted stock awards as follows: Number of Shares Weighted Average Grant-Date Fair Value 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 Granted 663,460 1 Forfeited (250 ) 185 Restricted stock units at December 31, 2018 879,019 38 |
24. Income Taxes
24. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 24. Income Taxes Loss before provision for income taxes from continuing operations is attributable to the following geographic locations for the years ended December 31: 2018 2017 2016 United States $ (6,946 ) $ (24,757 ) $ (102,483 ) Foreign Countries 1,141 (1,620 ) 1,060 $ (5,805 ) $ (26,377 ) $ (101,423 ) The provision for income taxes from continuing operations consists of the following for the years ended December 31: 2018 2017 2016 Current tax: Federal tax $ – $ – $ – State tax 7 7 7 Foreign countries 408 226 676 Total current tax 415 233 683 Deferred tax: Federal tax $ 15 (16 ) – State tax – – – Foreign countries (98 ) (80 ) (77 ) Total deferred tax (83 ) (96 ) (77 ) Total provision for income taxes $ 332 $ 137 $ 606 The reconciliation between the actual income tax expense and income tax computed by applying the statutory U.S. Federal income tax rate to pre-tax (loss) income before provision for income taxes for the years ended December 31 is as follows: 2018 2017 2016 Provision for income taxes at U.S. Federal statutory rate $ (1,219 ) $ (9,232 ) $ (35,499 ) State taxes, net of federal benefit (168 ) (610 ) (3,472 ) Foreign taxes at different rate 902 1,059 22,536 Non-deductible expenses (231 ) 345 (72 ) Tax law changes 188 22,813 – Valuation allowance 45,870 (17,752 ) (5,584 ) Other – 5,086 (793 ) Disposition of subsidiaries (45,193 ) – – Impairments and intangible amortization – (3,761 ) 22,826 Share Based Compensation 579 279 664 Gain on debt modification (396 ) (1,475 ) – Tax penalty – 3,385 – $ 332 $ 137 $ 606 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 carry forwards 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 $22,813 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, 2018 and 2017. The Company has accounted for additional tax liability in 2018 arising from Global Intangible Low-Taxed Income of $892 which accounted for as a period cost. In accordance with Staff Accounting Bulletin No. 118, the Company determined that the measurement of deferred tax assets and liabilities, as noted above, was accurate and no other adjustments relating to the Act were necessary. 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: 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 66,775 $ 29,574 Temporary differences due to accrued warranty costs 459 508 Investment in subsidiaries 4,134 4,796 Credits 16 16 Allowance for bad debts 21 23 Fair value adjustment arising from subsidiaries acquisition 4,949 159 Stock compensation 661 712 Unrealized loss on derivatives 5,006 5,389 Unrealized investment loss 4,314 4,644 CFC trade payable – 2,098 Other temporary differences 7,318 13 Valuation allowance (93,513 ) (47,642 ) Total deferred tax assets 140 290 Deferred tax liabilities: Fair value adjustment arising from subsidiaries acquisition (515 ) (632 ) Other – (116 ) Total deferred tax liabilities (515 ) (748 ) Net deferred tax liabilities $ (375 ) $ (458 ) As of December 31, 2018, the Group had a net operating loss carry forward for federal income tax purposes of approximately $289,515, which will start to expire in the year 2028. The Group had a total state net operating loss carry forward of approximately $124,076, which will start to expire in the year 2018. The Group has foreign net operating loss carry forward of $2,212, 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 U.S.. The valuation allowance increased by $45,870 during the years ended December 31, 2018, decreased by $17,752 and decreased by $5,584 during the years ended December 31, 2017 and 2016, 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. As a result of tax reform, the Group determined that a portion of its current undistributed foreign earnings is no longer deemed reinvested indefinitely by its non-U.S. subsidiaries. The Group had no unrecognized tax benefits as of December 31, 2018 and 2017, respectively. The Group currently files income tax returns in the U.S., as well as California, Hawaii, 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. The Group has analyzed the impact of adopting ASC 606 on the Group's financial statements and disclosures. There is no material impact on the financial statements of adopting ASC 606 (see Note 3(s)). Therefore, there is no material tax impact either. |
25. Net Loss Per Share
25. Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 25. Net Loss Per Share Basic loss per share is computed by dividing loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period. Diluted loss per share reflects the potential dilution of shares by adding other ordinary share equivalents, including stock options, warrants, and restricted ordinary share, in the weighted average number of ordinary 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, 2018, 2017 and 2016, 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: December 31, December 31, December 31, 2018 2017 2016 Numerator: Numerator for net loss from continuing operations per share-basic and diluted $ (6,168 ) $ (26,682 ) $ (101,696 ) Numerator for net loss from discontinued operations per share-basic and diluted $ (6,114 ) $ (64,398 ) $ (119,000 ) Denominator: Basic weighted-average ordinary shares 7,262,023 6,826,633 6,415,616 Diluted weighted-average ordinary shares 7,262,023 6,826,633 6,415,616 Basic and diluted net loss per share-continuing operations $ (0.9 ) $ (4 ) $ (16 ) Basic and diluted net loss per share-discontinued operations $ (0.8 ) $ (9 ) $ (18 ) For the years ended December 31, 2018, 2017 and 2016, 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, 2018 2017 2016 Share options and non-vested restricted stock 261,450 502,573 555,510 Convertible bonds (see Note 20) 465,430 1,633,851 – Total 726,880 2,136,424 555,510 |
26. Commitments and Contingenci
26. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. 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. Since 2011, 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. 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. 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, 2018 and 2017. Operating leases — Future minimum payments under non-cancelable operating leases are as follows as of December 31, 2018: 2019 $ 528 2020 463 2021 284 2022 84 2023 84 Thereafter 1,266 $ 2,709 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. |
27. Concentration Risk
27. Concentration Risk | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 27. 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, 2018, 2017 and 2016. Details of customers accounting for 10% or more of total accounts receivable and notes receivable at December 31, 2018 and 2017, respectively are: December 31, 2018 December 31, 2017 Customer % of Total % of Total Valta Solar LLC $ 8,366 25% $ – – Thermi Venture SA. 6,763 20% 7,100 27% AES Distribution Energy, LLC 3,525 11% – – KDC Solar Designed LLC 4,823 15% 5,348 21% $ 23,477 71% $ 12,448 48% |
28. Segment information
28. Segment information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment information | 28. 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) Sales of PV components, (ii) Sales of pre-development solar project, (iii) Sales of PV project assets, (iv) Electricity revenue under PPAs, (v) Bitcoin mining equipment sale and hosting service, (vi) Others. Net sales by major product and services are as follows: For the years ended December 31, 2018 2017 2016 Sales of PV components $ 93,547 $ 111,795 $ 86,477 Sales of pre-development solar project 15,794 – – Sales of PV project assets 10,809 6,042 14,914 Electricity revenue with PPAs 3,043 2,793 12,311 Bitcoin mining equipment sale and hosting service 1,052 – – Others 1,337 890 900 $ 125,582 $ 121,520 $ 114,602 Net sales by geographic location are as follows: For the years ended December 31, Location (a) 2018 2017 2016 United Kingdom $ 932 $ 6,903 $ 694 Australia 91,381 112,174 81,241 United States 18,721 – 6,622 Greece 378 – 8,737 Japan 12,437 511 12,893 Italy 1,733 1,932 1,740 Germany – – 2,675 $ 125,582 $ 121,520 $ 114,602 (a) Sales are attributed to countries based on location of customers. Geographic information, which is based upon physical location, for long-lived assets was as follows: Location December 31, 2018 December 31, 2017 Greece $ 2,637 $ 2,997 United States 16,368 16,368 Italy 9,038 9,952 Japan – – UK 9,642 10,578 Australia 2,285 2,853 Germany – – $ 39,970 $ 42,748 |
29. Related Party Transactions
29. Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 29. Related Party Transactions The amount due from related parties of $39 and $94 as of December 31, 2018 and 2017 represented the advance payment to management for business operation. The amount due to related parties of $79 and $nil as of December 31, 2018 and 2017 mainly represented the short term borrowing made from related parties. In 2018, the Group disposed SPI China to Lighting Charm, an affiliate of Ms. Shan Zhou, the spouse of Xiaofeng Peng, the Group’s Chairman of the Board of Directors and Chief Executive Officer. As of the December 10, 2018, the disposition was closed (see Note 4 Disposition of SPI China). |
30. Subsequent Events
30. Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 30. Subsequent Events (a) Private placement of shares On January 17, 2019, the Company announced the entry into share purchase agreements with certain existing shareholders (including certain key management personnel of the Company) and other investors (collectively, the "Purchasers"), to purchase an aggregate of 6,600,000 ordinary shares of the Company (the "Shares") at a price of US$1.16 per Share, for a total consideration of approximately US$7.7 million. The Shares are being offered and sold solely to non-U.S. investors, on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended. The completion of the above transaction is subject to the satisfaction of customary closing conditions. The Purchasers are subject to a 90-day lock-up period beginning on the closing date. The private placement was closed as of April 14, 2019. (b) Heliohrisi Purchase Agreement On March 20, 2019, the Group entered into a Share Purchase Agreement (“Heliohrisi Purchase Agreement”) with Thermi Taneo Venture Capital Fund (“Thermi”) and purchased 100% equity interest of Heliohrisi at a cash price of $3,943 (EUR 3,442). Heliohrisi Company located in Greece, with a solar photovoltaic project of 1.988 MW peak capacity. Pursuant to Heliohrisi Purchase Agreement, the closing date of the acquisition was March 21, 2019, and the Group obtained related control of Heliohrisi. |
3. Summary of Significant Acc_2
3. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Group’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, and its subsidiaries. All material inter-company transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Company’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling 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. |
Comparability and Reclassification Adjustment | (c) Comparability and Reclassification Adjustment The Company has reclassified certain comparative balances in the consolidated balance sheet as of December 31, 2017 and certain comparative amounts in the consolidated statements of operations for the years ended December 31, 2017 and 2016 to conform to the current year’s presentation. The assets and liabilities of the discontinued operations have been classified as current asset of discontinued operation and noncurrent assets of discontinued operation, current liabilities of discontinued operation and noncurrent liabilities of discontinued operation in the consolidated balance sheet as of December 31, 2017. The results of discontinued operations for the years ended December 31, 2018, 2017 and 2016 have been reflected separately in the consolidated statement of operations as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the years ended December 31, 2018, 2017 and 2016 were separately presented in the consolidated statements of cash flows for all periods presented in accordance with U.S. GAAP. |
Use of Estimates | (d) Use of Estimates The preparation of the financial statements in conformity with U.S. 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 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 tax assets, accrued warranty expenses, cost-based input methods 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 | (e) 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 “$”). The functional currency of the Company’s subsidiaries located in the PRC, Europe, United Kingdom, Japan and Australia are Renminbi (“RMB”), EURO (“EUR”), British Pounds(“GBP”), Japanese Yen (“JPY”) and Australia Dollar (“AUD”), respectively. Transactions denominated in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are included in the consolidated statements of operations. The Group’s reporting currency is the US$. 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 | (f) 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 | (g) 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. There were no cash equivalents as of December 31, 2018 and 2017. |
Restricted Cash | (h) Restricted Cash Restricted cash represent bank deposits with designated use, which cannot be withdraw without certain approval or notice. Restricted cash, which matures twelve months after the balance sheet date, is classified as noncurrent assets in the consolidated balance sheets. |
Accounts Receivable, net | (i) Accounts Receivable, net The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group's sales of pre-development solar projects and sales of PV components. For pre-development sales contracts, the payment is typically due in installments over the contract term, which are both before and after the performance by the Company. Payment for sales of PV components and electricity revenue with power purchase agreements (“PPAs”) are typically due in full within 30 to 90 days of shipping of the products or the start of the contract term. The Group maintains allowances for doubtful accounts. 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. Contractually, the Group may charge interest for extended payment terms and require collateral. |
Notes Receivable | (j) Notes Receivable Notes receivable was a 12-year interest-bearing promissory note issued by an EPC customer in 2015. 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 noncurrent assets respectively on the consolidated balance sheet. As of December 31, 2018, and 2017, no allowance was made against the notes receivable. |
Inventories, net | (k) Inventories, net Inventories are carried at the lower of cost or market, determined by the weighted average 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 | (l) Project Assets The Group acquires or constructs PV solar power systems (“solar system”) 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 solar systems. Solar systems are classified as either held for development and sale within “project assets” or as held for use within “property, plant and equipment” based on the Group’s intended use of solar systems. The Group determines the intended use of the solar systems upon acquisition or commencement of project construction. Classification of the solar systems affects the accounting and presentation in the consolidated financial statements. Transactions related to the solar systems held for development and sale within “project assets” 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 solar systems and fulfillment of the relevant recognition criteria. Incidental electricity income generated from the solar systems 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 solar systems held for use within “property, plant and equipment”, are used by the Group in its operations to generate income or a return from the use of the assets. Income generated from the solar systems held for use are included in net sales in the consolidated statement of operations. The costs to construct solar systems 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 solar systems 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 solar systems classified as held for own use is reported in other operating income or expense in the consolidated statement of operation. Solar systems 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 solar systems held for development and sale, named as “project assets”, are reported as current assets on the consolidated balance sheets when upon completion of the construction of the solar systems, 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 are reported as noncurrent assets. No depreciation expense is recognized while the project assets are under construction or classified as held for sale. For solar systems held for development and sale, named as “project assets”, 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. |
Property, Plant and Equipment | (m) 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 | (n) Intangible Assets other than Goodwill Intangible assets consist of customer relationships and patents. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. |
Impairment of Long-lived Assets | (o) 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. |
Goodwill | (p) 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. The Group performed impairment analysis on goodwill annually with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar. Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. |
Product Warranties | (q) 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 and accrued warranty based on the Group’s own historical data. Since 2011, 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. 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. |
Income Taxes | (r) 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, 2018, 2017 and 2016. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Group is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. |
Revenue Recognition | (s) Revenue Recognition On January 1, 2018, the Group adopted Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”) and applied the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Group’s historical accounting practices under ASC Topic 605 “Revenue Recognition”. The Group has determined that the impact of the transition to the new standard is immaterial to the Group’s revenue recognition model. Accordingly, the Group has not made any adjustment to opening retained earnings. The Group’s accounting practices under ASC Topic 606 are as followings: The Company generates revenue from sales of PV components, electricity revenue with PPAs, sales of PV project assets, providing EPC services, providing financial services, bitcoin mining equipment sales and hosting service, and sales of pre-development solar projects. Sale of PV components Revenue on sale of PV components is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or acceptance of the customer depending on the terms of the underlying contracts. Electricity revenue with PPAs The Group sells energy generated by PV solar power systems under PPAs. For energy sold under PPAs, the Group recognizes revenue each period based on the volume of energy delivered to the customer (i.e., the PPAs off-taker) and the price stated in the 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 PV solar power systems, (ii) the purchaser does not have the rights to control physical access to the PV solar power systems, and (iii) the price that the purchaser pays is at a fixed price per unit of output. Sale of PV project asset The Group’s sales arrangements for PV projects do not contain any forms of continuing involvement that may affect the revenue or profit recognition of the transactions, nor any variable considerations for energy performance guarantees, minimum electricity end subscription commitments. The Group therefore determined its single performance obligation to the customer is the sale of a completed solar project. The Group recognizes revenue for sales of solar projects at a point in time after the solar project has been grid connected and the customer obtains control of the solar project. EPC services The Group generally recognizes revenue for EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. Furthermore, the EPC services represents a single performance obligation for the development and construction of a single generation asset. For such construction service arrangements, the Group recognizes revenue using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract, after consideration of our customers’ commitment to perform its obligations under the contract, which is typically measured through the receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions or parent entities. In applying cost based input methods of revenue recognition, the Group uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term construction contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred that do not contribute to satisfying our performance obligations (“inefficient costs”) are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Costs incurred towards contract completion may include costs associated with solar modules, direct materials, labor, subcontractors, and other indirect costs related to contract performance. The Group recognizes solar module and direct material costs as incurred when such items have been installed in a system. Cost based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete our projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete our projects, including materials, labor, contingencies, and other system costs. If the estimated total costs on any contract, including any inefficient costs, are greater than the net contract revenues, the Group recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. The effect of the changes on future periods are recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material depending on the size of the contracts or the changes in estimates. Finance Services Revenue Financial services revenue is recorded 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 expected 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. Since 2017, the third-party developers defaulted the payment which indicated that the collectability is not reasonably assured. Accordingly, the Group recognizes financial service revenue only when received cash payment from lessees. The financial services revenue was all from the discontinued operation. Bitcoin mining equipment sales and hosting service Revenue on sale of bitcoin mining equipment is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon delivery of the products to the hosting site or receipt place assigned by the customer, installed and set up the products. Revenue for hosting service is recognized over time as services are performed and based on the output method related to the time incurred during the service period. Sales of pre-development solar projects For sales of pre-development solar projects in which the Group transfers 100% of the membership interest in solar projects to a customer, the Group recognizes all of the revenue for the consideration received at a point in time when the membership interest was transferred to the customer, which typically occurs when the Group delivered the membership interest assignment agreement to the customer. The contract arrangements may contain provisions that can either increase or decrease the transaction price. These variable amounts generally are resolved upon achievement of certain performance or upon occurrence of certain price reduction conditions. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change. Changes in estimates for sales of pre-development solar projects occur for a variety of reasons, including but not limited to (i) EPC construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) occurrence of purchase price reduction conditions. The cumulative effect of revisions to transaction prices are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Disaggregation of revenues The following table illustrates the disaggregation of revenue by revenue stream and by timing of revenue recognition from continuing operations for the years ended December 31, 2018, 2017 and 2016: By revenue stream For the year ended December 31, 2018 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 90,067 $ – $ – $ – $ – $ 1,314 $ 91,381 Japan 1,605 – 10,809 – – 23 12,437 Italy – 1,733 – – – – 1,733 United States 1,875 – – 1,052 15,794 – 18,721 United K – 932 – – – – 932 Greece – 378 – – – – 378 Total $ 93,547 $ 3,043 $ 10,809 $ 1,052 $ 15,794 $ 1,337 $ 125,582 By revenue stream For the year ended December 31, 2017 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 111,284 $ – $ – $ – $ – $ 890 $ 112,174 Japan 511 – – – – – 511 Italy – 1,932 – – – – 1,932 United States – – – – – – – United K – 861 6,042 – – – 6,903 Greece – – – – – – – Total $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 By revenue stream For the year ended December 31, 2016 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 81,241 $ – $ – $ – $ – $ – $ 81,241 Japan 286 – 12,353 – – 254 12,893 Italy – 1,740 – – – – 1,740 United States 2,771 1,626 2,075 – – 150 6,622 United Kingdom – 208 486 – – – 694 Greece – 8,737 – – – – 8,737 Germany 2,179 – – – – 496 2,675 Total $ 86,477 $ 12,311 $ 14,914 $ – $ – $ 900 $ 114,602 By timing of revenue recognition For the year ended December 31, 2018 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 93,547 $ 3,043 $ 10,809 $ 681 $ 15,794 $ 1,337 $ 125,211 Service transferred over time – – – 371 – – 371 Total $ 93,547 $ 3,043 $ 10,809 $ 1,052 $ 15,794 $ 1,337 $ 125,582 By timing of revenue recognition For the year ended December 31, 2017 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 Service transferred over time – – – – – – – Total $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 By timing of revenue recognition For the year ended December 31, 2016 Continued operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 86,477 $ 10,685 $ 14,914 $ – $ – $ 852 $ 112,928 Service transferred over time – 1,626 – – – 48 1,674 Total $ 86,477 $ 12,311 $ 14,914 $ – $ – $ 900 $ 114,602 Contract balance The following table provides information about accounts receivables and contract liabilities from contracts with customers: December 31, 2018 December 31, 2017 Accounts receivable, current and noncurrent $ 27,777 $ 19,051 Advance from customers $ 25,984 $ 31,122 Advance from customers, which represent a contract liability, represent mostly unrecognized amount received for customers. Advance from customers is recognized as (or when) the Group performs under the contract. During the year ended December 31, 2018 and 2017, the Group recognized $11,365 and $326 that was included in advance from customers balance at January 1, 2018 and 2017, respectively. |
Cost of Revenues | (t) Cost of Revenues Cost of revenues for PV components is mainly from direct purchase price of PV components. Cost of revenues for PV project assets and pre-development solar projects include all direct material, labor, subcontractor cost, land use right fee, and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Cost of revenues for bitcoin mining equipment and hosting service include mining equipment, electricity fee and other indirect expense. Costs of electricity generation revenue include depreciation of solar power project assets and costs associated with operation and maintenance of the project assets. |
Share-based Compensation | (u) Share-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 | (v) Derivative Instruments The Group enters into derivative financial instrument arising from the business combination of Solar Juice and the investment as mentioned in Note 15 Investment in Affiliates 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, and the changes in the fair value are recognized as change in fair value of derivative assets/liabilities in consolidated statements of operations. |
Capitalized Interest | (w) 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 the years ended December 31, 2018, 2017 and 2016 is as follows: For the years ended December 31, 2018 2017 2016 Interest cost capitalized $ 292 $ 1,607 $ 1,724 Interest cost charged to expense 6,665 8,087 3,494 Total interest cost $ 6,957 $ 9,694 $ 5,218 |
Gain on troubled debt restructuring | (x) Gain on troubled debt restructuring The Group accounted the debt amendment as a troubled debt restructuring when the transaction meets the two criteria: 1) The Group was experiencing financial difficulties; 2) the lender was granting a concession when the effective borrowing rate on the restructured debt is less than the effective borrowing on the original debt. The difference between future undiscounted cash flows and the net carrying value of the original debt is recognized as gain on troubled debt restructuring, and the carrying value of the debt is adjusted to the future undiscounted cash flow amount. |
Segment Reporting | (y) Segment Reporting Operating segments are defined as components of a company which separate financial information is available that is evaluated regularly by the operating decision maker in deciding how to allocate resources and 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 for the years ended December 31, 2018, 2017 and 2016 (see Note 28 Segment Information). |
Net Loss Per Share | (z) Net Loss Per Share Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive. |
Comprehensive Income (Loss) | (aa) Comprehensive Income (Loss) U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist solely of foreign currency translation adjustments. |
Commitments and Contingencies | (bb) 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. |
Recent Accounting Pronouncements | (cc) Recent Accounting Pronouncements Recently Adopted Accounting Standards In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (“ASU 2016-18”). ASU 2016-18 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. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, as a result, the Company no longer presents transfers between cash and cash equivalents and restricted cash in the statement of cash flows. Furthermore, an additional reconciliation will be required to reconcile cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Consolidated Statement of Cash Flows. The Company has already disclosed the restricted cash separately on its Consolidated Balance Sheets. Beginning January 1, 2018, the Company has adopted and included the restricted cash balances on the Consolidated Statement of Cash Flows and reconciliation of cash, cash equivalent, and restricted cash within its Consolidated Statements of Balance Sheet and Consolidated Statement of Cash Flows. This guidance has been applied retrospectively to the Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2017, which required the Company to recast each prior reporting period presented. Accounting Pronouncements Issued But Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, Lease (Topic 842) Targeted Improvements. The amendments in this Update provide entities with an additional (and optional) transition method to adopt the new leases standard and provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606). In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors, which clarifies the accounting by lessors for taxes collected from lessees, certain lessor costs either paid by lessees directly to third parties or paid by the lessor and reimbursed by the lessee, and variable payments received by lessors for contracts with lease and non-lease components. The standard is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Group has adopted this standard effective January 1, 2019 using the alternative transition method. Upon adoption, the Group expected to record right-of-use assets and operating lease liabilities of $1.8 million and $1.8 million in the consolidated balance sheets, respectively. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350), which removes step two of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For public companies, this guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, but early adoption is permitted for impairment tests after January 1, 2017. The Company has adopted this standard for the year ended December 31, 2018 and the adoption did not have a material impact on the Company’s consolidated balance sheet, statement of operations and statement of cash flows as of and for the year ended December 31, 2018. In June 2018, the FASB issued ASU No. 2018-07 “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”).” Under ASU 2018-07, the measurement of equity-classified nonemployee awards will be fixed at the grant date, and nonpublic entities are allowed to account for nonemployee awards using certain practical expedients that are already available for employee awards. The amendments in ASU 2018-07 are effective for nonpublic business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Group is currently evaluating the impact of this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)-Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the valuation processes for Level 3 fair value measurements; modifies certain disclosure requirements in Topic 820; and require additional disclosures such as the range and weighted average of significant unobservable inputs used to develop Level 3 measurements etc. ASU No. 2018-13 is effective for the Company beginning in the first quarter of fiscal year 2020. 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, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of major subsidiaries | The major subsidiaries of the Company as of December 31, 2018 are summarized as below: Major Subsidiaries Abbreviation Location 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 Solar Juice USA Inc. Solar Juice US United States Solar Juice (HK) Limited Solar Juice HK Hong Kong SPI Solar Japan G.K. SPI Japan Japan Solar Power Inc UK Service Limited SPI UK United Kingdom SPI Solar, Inc. SPI US United States Heliostixio S.A. Heliostixio Greece |
3. Summary of Significant Acc_3
3. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property, plant and equipment | 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 |
Schedule of disaggregation of revenues | By revenue stream For the year ended December 31, 2018 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 90,067 $ – $ – $ – $ – $ 1,314 $ 91,381 Japan 1,605 – 10,809 – – 23 12,437 Italy – 1,733 – – – – 1,733 United States 1,875 – – 1,052 15,794 – 18,721 United K – 932 – – – – 932 Greece – 378 – – – – 378 Total $ 93,547 $ 3,043 $ 10,809 $ 1,052 $ 15,794 $ 1,337 $ 125,582 By revenue stream For the year ended December 31, 2017 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 111,284 $ – $ – $ – $ – $ 890 $ 112,174 Japan 511 – – – – – 511 Italy – 1,932 – – – – 1,932 United States – – – – – – – United K – 861 6,042 – – – 6,903 Greece – – – – – – – Total $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 By revenue stream For the year ended December 31, 2016 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Australia $ 81,241 $ – $ – $ – $ – $ – $ 81,241 Japan 286 – 12,353 – – 254 12,893 Italy – 1,740 – – – – 1,740 United States 2,771 1,626 2,075 – – 150 6,622 United Kingdom – 208 486 – – – 694 Greece – 8,737 – – – – 8,737 Germany 2,179 – – – – 496 2,675 Total $ 86,477 $ 12,311 $ 14,914 $ – $ – $ 900 $ 114,602 By timing of revenue recognition For the year ended December 31, 2018 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 93,547 $ 3,043 $ 10,809 $ 681 $ 15,794 $ 1,337 $ 125,211 Service transferred over time – – – 371 – – 371 Total $ 93,547 $ 3,043 $ 10,809 $ 1,052 $ 15,794 $ 1,337 $ 125,582 By timing of revenue recognition For the year ended December 31, 2017 Continuing operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 Service transferred over time – – – – – – – Total $ 111,795 $ 2,793 $ 6,042 $ – $ – $ 890 $ 121,520 By timing of revenue recognition For the year ended December 31, 2016 Continued operations Sales of PV components Electricity revenue with PPAs Sales of PV project asset Bitcoin mining equipment sales and hosting service Sales of pre- development solar projects Others Total Goods transferred at a point in time $ 86,477 $ 10,685 $ 14,914 $ – $ – $ 852 $ 112,928 Service transferred over time – 1,626 – – – 48 1,674 Total $ 86,477 $ 12,311 $ 14,914 $ – $ – $ 900 $ 114,602 |
Schedule of accounts receivables and contract liabilities | The following table provides information about accounts receivables and contract liabilities from contracts with customers: December 31, 2018 December 31, 2017 Accounts receivable, current and noncurrent $ 27,777 $ 19,051 Advance from customers $ 25,984 $ 31,122 |
Reconciliation of total interest cost | For the years ended December 31, 2018 2017 2016 Interest cost capitalized $ 292 $ 1,607 $ 1,724 Interest cost charged to expense 6,665 8,087 3,494 Total interest cost $ 6,957 $ 9,694 $ 5,218 |
4. Disposition of SPI China (Ta
4. Disposition of SPI China (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Information related to disposal group | The assets and liabilities of SPI China are included in the captions “Current assets of discontinued operations”, “Noncurrent assets of discontinued operations”, “Current liabilities of discontinued operations” and “Noncurrent liabilities of discontinued operations”, in the accompanying balance sheets at December 31, 2017 and consist of the following: December 31, Assets of Discontinued Operations Cash and cash equivalents $ 339 Restricted cash 1,017 Accounts receivable, net 33,365 Prepaid expenses and other current assets, net 13,778 Finance lease receivable, net 3,816 Other current assets 118 Total current assets 52,433 Other receivable, noncurrent 5,008 Property, plant and equipment, net 37,936 Project assets, noncurrent 11,680 Deferred tax assets, net 299 Finance lease receivable, noncurrent 5,959 Total noncurrent assets 60,882 Total assets $ 113,315 Liabilities of Discontinued Operations Accounts payable $ 39,401 Accounts payable, related parties 4,700 Accrued liabilities 12,950 Income taxes payable 2,833 Short-term borrowings and current portion of long-term borrowings 103,248 Financing and capital lease obligations, current 26,399 Other current liabilities 23,785 Total current liabilities 213,316 Long-term borrowings, excluding current portion 2,378 Other noncurrent liabilities 755 Total noncurrent liabilities 3,133 Total liabilities $ 216,449 The following are revenues and income from discontinued operations: For the years ended December 31, 2018 2017 2016 Net sales $ 4,681 $ 5,945 $ 25,597 Cost of goods sold 2,027 6,235 18,763 Provision for losses on contracts – – 18 Gross profit (loss) 2,654 (290 ) 6,816 General and administrative 2,904 8,391 20,523 Sales, marketing and customer service 887 4,796 25,992 Provision for doubtful accounts, notes and other receivable 195 7,485 23,359 Impairment charges on goodwill and intangible assets – 205 – Impairment charges on property, plant and equipment – 3,755 12,602 Impairment charges on project assets – 3,354 742 Impairment charges on finance lease receivable – 23,967 32,028 Total operating expense 3,986 51,953 115,246 Total other income (expense), net (4,790 ) (12,188 ) (10,779 ) Loss from discontinued operations before income tax (6,122 ) (64,431 ) (119,209 ) Income tax expense (benefit) – 14 (270 ) Loss from discontinued operations, net of income tax $ (6,122 ) $ (64,445 ) $ (118,939 ) |
5. Business Acquisitions (Table
5. Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Allocation of purchase price | 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 |
6. Deconsolidation of Sinsin (T
6. Deconsolidation of Sinsin (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deconsolidation Of Sinsin | |
Financial position as of the date of deconsolidation | 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 |
8. Accounts Receivable (Tables)
8. Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The accounts receivable as of December 31, 2018 and 2017 consisted of the following: December 31, December 31, 2018 2017 Current accounts receivable: Accounts receivable $ 28,410 $ 13,471 Less: Allowance for doubtful accounts (633 ) (1,520 ) 27,777 11,951 Noncurrent accounts receivable Accounts receivable, noncurrent – 7,100 Total accounts receivable, net $ 27,777 $ 19,051 |
Allowance for doubtful accounts rollforward | 2018 2017 2016 Balance as at January 1 $ 1,520 $ 1,592 $ 211 Addition 202 1,536 1,151 Written off – (1,526 ) – Reversal (1,002 ) (152 ) – Foreign currency translation difference (87 ) 70 230 Balance as at December 31 $ 633 $ 1,520 $ 1,592 |
9. Inventories, net (Tables)
9. Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: December 31, December 31, 2018 2017 Goods in transit $ 2,039 $ 632 Finished goods 9,867 15,208 Total $ 11,906 $ 15,840 |
10. Project Assets (Tables)
10. Project Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Project Assets | |
Summary of project assets | December 31, December 31, 2018 2017 Project assets completed for sale $ 21,215 $ 24,228 Project assets under development 19,807 34,351 Total project assets 41,022 58,579 Current, net of impairment loss $ 24,654 $ 42,211 Noncurrent $ 16,368 $ 16,368 |
11. Prepaid Expenses and Othe_2
11. Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of prepaid expenses and other current assets | December 31, 2018 December 31, 2017 Value-added tax recoverable, current $ 483 $ 673 Deposit and prepayment for acquisitions, net of provision of $10,840 and $10,205, respectively (a) 55 116 Other deposit and prepayment, net of provision of $452 and $306, respectively (b) 1,216 2,359 Other receivable, net of provision of $914 and $906, respectively (c) 2,628 2,835 Total prepaid expenses and other current assets $ 4,382 $ 5,983 |
12. Intangible Assets (Tables)
12. Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful Life Accumulated Impairment (in months) Gross Amortization Charge Net As of December 31, 2018 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,366 (1,270 ) (1,295 ) 1,801 $ 7,066 $ (3,970 ) $ (1,295 ) $ 1,801 As of December 31, 2017 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationship 120 4,717 (1,086 ) (1,326 ) 2,305 $ 7,417 $ (3,786 ) $ (1,326 ) $ 2,305 |
Schedule of future amortization expense | As of December 31, 2018, the estimated future amortization expense related to other intangible assets is as follows: USD 2019 $ 277 2020 277 2021 277 2022 277 2023 277 Thereafter 416 $ 1,801 |
13. Goodwill (Tables)
13. Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 were as follows: Balance as of December 31, 2016 $ – Acquisition of Heliostixio 683 Balance as of December 31, 2017 $ 683 Foreign Currency translation difference (32 ) Balance as of December 31, 2018 $ 651 |
14. Property, Plant and Equip_2
14. Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: December 31, December 31, 2018 2017 Photovoltaic solar systems $ 24,375 $ 25,561 Furniture, fixtures and equipment 517 521 Automobile 489 541 Computers 1,177 1,180 Leasehold improvements 188 110 26,746 27,913 Less: accumulated depreciation (5,505 ) (4,430 ) 21,241 23,483 Less: impairment (91 ) (91 ) $ 21,150 $ 23,392 |
17. Accrued liabilities (Tables
17. Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities are as follows: December 31, 2018 December 31, 2017 Tax penalty payable (a) $ 9,670 $ 9,670 Other payable 4,556 4,396 Other tax payables 774 1,138 Accrued expense 1,323 800 Other accrual and payables 172 3,856 Total accrued liabilities $ 16,495 $ 19,860 |
19. Short-term borrowings and_2
19. Short-term borrowings and long-term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of short-term borrowings and long-term borrowings | December 31, 2018 December 31, 2017 Short-term bank borrowings $ 146 $ 5,312 Other short-term borrowings 2,841 – Current portion of long-term borrowings 179 166 Total short-term borrowings and current portion of long-term borrowings 3,166 5,478 Long term bank borrowings 6,017 6,733 Other long-term borrowings 836 877 Total long-term borrowings 6,853 7,610 Less: current portion of long-term borrowings (179 ) (165 ) Total long-term borrowings, excluding current portion 6,674 7,445 Total borrowings $ 9,840 $ 12,923 |
Schedule of maturities of the long-term borrowings | As of December 31, 2018, the maturities of the long-term borrowings are as follows: USD 2019 $ 179 2020 208 2021 229 2022 256 2023 1,115 Thereafter 4,866 $ 6,853 |
21. Other liabilities (Tables)
21. Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | December 31, December 31, 2018 2017 Unpaid acquisition payable (a) $ 53,824 $ 53,655 Other current liabilities (b) 8,819 8,744 Total other current liabilities 62,643 62,399 Accrued warranty reserve (c) 1,538 1,538 Total other non-current liabilities 1,538 1,538 Total other liabilities $ 64,181 $ 63,937 |
23. Share-based Compensation (T
23. Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Employee stock options $ 1,799 $ 886 $ 962 Restricted stock grants 927 288 339 Total share-based compensation expense $ 2,726 $ 1,174 $ 1,301 |
Summary of consolidated stock-based compensation by line items | For the Years Ended December 31, 2018 December 31, 2017 December 31, 2016 General and administrative $ 2,579 $ 1,131 $ 1,274 Sales, marketing and customer service 147 43 27 Total share-based compensation expense 2,726 1,174 1,301 Total share-based compensation expense after income taxes $ 2,726 $ 1,174 $ 1,301 |
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 | Assumptions used in the determination of the fair value of share-based payment awards using the Black-Scholes model for stock option grants were as follows: For the Years Ended December 31, 2018 December 31, 2017 December 31, 2016 Expected term 6.25 6.25 4 Risk-free interest rate 2.54%-3.03% 1.81%-2.30% 1.15% - 2.26% Expected volatility 624%-756% 284%-763% 166% - 178% Expected dividend yield 0% 0% 0% |
Summary of stock option activities | Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) 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 Granted 287,000 13 Exercised – – Forfeited/expired (528,060 ) 10 Outstanding as of December 31, 2018 260,200 212 8.59 $ – Vested and exercisable as of December 31, 2018 76,900 29 9.12 $ – Expected to vest as of December 31, 2018 177,383 12 8.29 $ – |
Summary of exercise price and remaining life information about options exercisable | Range of exercise price Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Aggregate Intrinsic ($000) $118 - $172 750 7.13 172 – $40 - $117 28,200 8.39 64 – $2 - $39 47,950 9.58 6 – 76,900 – |
Summary of changes in non-vested stock awards | Time-based Options Restricted Stock Shares Weighted Average Exercise Price Per Share Shares Weighted Average Grant-Date Fair Value Per Share 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 Granted 287,000 13 663,460 1 Vested (87,285 ) 25 (663,273 ) 1 Forfeited (396,335 ) 13 (250 ) 185 Non-vested as of December 31, 2018 183,300 $ 8 1,250 $ 185 |
Summary of restricted stock awards | Number of Shares Weighted Average Grant-Date Fair Value 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 Granted 663,460 1 Forfeited (250 ) 185 Restricted stock units at December 31, 2018 879,019 38 |
24. Income Taxes (Tables)
24. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before provision for income taxes by geographic locations | 2018 2017 2016 United States $ (6,946 ) $ (24,757 ) $ (102,483 ) Foreign Countries 1,141 (1,620 ) 1,060 $ (5,805 ) $ (26,377 ) $ (101,423 ) |
Schedule of provision for income taxes | 2018 2017 2016 Current tax: Federal tax $ – $ – $ – State tax 7 7 7 Foreign countries 408 226 676 Total current tax 415 233 683 Deferred tax: Federal tax $ 15 (16 ) – State tax – – – Foreign countries (98 ) (80 ) (77 ) Total deferred tax (83 ) (96 ) (77 ) Total provision for income taxes $ 332 $ 137 $ 606 |
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 | 2018 2017 2016 Provision for income taxes at U.S. Federal statutory rate $ (1,219 ) $ (9,232 ) $ (35,499 ) State taxes, net of federal benefit (168 ) (610 ) (3,472 ) Foreign taxes at different rate 902 1,059 22,536 Non-deductible expenses (231 ) 345 (72 ) Tax law changes 188 22,813 – Valuation allowance 45,870 (17,752 ) (5,584 ) Other – 5,086 (793 ) Disposition of subsidiaries (45,193 ) – – Impairments and intangible amortization – (3,761 ) 22,826 Share Based Compensation 579 279 664 Gain on debt modification (396 ) (1,475 ) – Tax penalty – 3,385 – $ 332 $ 137 $ 606 |
Schedule of significant components of deferred tax assets and liabilities | 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 66,775 $ 29,574 Temporary differences due to accrued warranty costs 459 508 Investment in subsidiaries 4,134 4,796 Credits 16 16 Allowance for bad debts 21 23 Fair value adjustment arising from subsidiaries acquisition 4,949 159 Stock compensation 661 712 Unrealized loss on derivatives 5,006 5,389 Unrealized investment loss 4,314 4,644 CFC trade payable – 2,098 Other temporary differences 7,318 13 Valuation allowance (93,513 ) (47,642 ) Total deferred tax assets 140 290 Deferred tax liabilities: Fair value adjustment arising from subsidiaries acquisition (515 ) (632 ) Other – (116 ) Total deferred tax liabilities (515 ) (748 ) Net deferred tax liabilities $ (375 ) $ (458 ) |
25. Net Loss Per Share (Tables)
25. Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share | The following table presents the calculation of basic and diluted net loss per share: December 31, December 31, December 31, 2018 2017 2016 Numerator: Numerator for net loss from continuing operations per share-basic and diluted $ (6,168 ) $ (26,682 ) $ (101,696 ) Numerator for net loss from discontinued operations per share-basic and diluted $ (6,114 ) $ (64,398 ) $ (119,000 ) Denominator: Basic weighted-average ordinary shares 7,262,023 6,826,633 6,415,616 Diluted weighted-average ordinary shares 7,262,023 6,826,633 6,415,616 Basic and diluted net loss per share-continuing operations $ (0.9 ) $ (4 ) $ (16 ) Basic and diluted net loss per share-discontinued operations $ (0.8 ) $ (9 ) $ (18 ) |
Schedule securities excluded from the computation of diluted net loss per share | December 31, December 31, December 31, 2018 2017 2016 Share options and non-vested restricted stock 261,450 502,573 555,510 Convertible bonds (see Note 20) 465,430 1,633,851 – Total 726,880 2,136,424 555,510 |
26. Commitments and Contingen_2
26. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum operating lease payments | 2019 $ 528 2020 463 2021 284 2022 84 2023 84 Thereafter 1,266 $ 2,709 |
27. Concentration Risk (Tables)
27. Concentration Risk (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration of risk | December 31, 2018 December 31, 2017 Customer % of Total % of Total Valta Solar LLC $ 8,366 25% $ – – Thermi Venture SA. 6,763 20% 7,100 27% AES Distribution Energy, LLC 3,525 11% – – KDC Solar Designed LLC 4,823 15% 5,348 21% $ 23,477 71% $ 12,448 48% |
28. Segment information (Tables
28. Segment information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of net sales by major product and services | Net sales by major product and services are as follows: For the years ended December 31, 2018 2017 2016 Sales of PV components $ 93,547 $ 111,795 $ 86,477 Sales of pre-development solar project 15,794 – – Sales of PV project assets 10,809 6,042 14,914 Electricity revenue with PPAs 3,043 2,793 12,311 Bitcoin mining equipment sale and hosting service 1,052 – – Others 1,337 890 900 $ 125,582 $ 121,520 $ 114,602 |
Schedule of net sales by geographic location | For the years ended December 31, Location (a) 2018 2017 2016 United Kingdom $ 932 $ 6,903 $ 694 Australia 91,381 112,174 81,241 United States 18,721 – 6,622 Greece 378 – 8,737 Japan 12,437 511 12,893 Italy 1,733 1,932 1,740 Germany – – 2,675 $ 125,582 $ 121,520 $ 114,602 |
Schedule of geographic information for long-lived assets | Geographic information, which is based upon physical location, for long-lived assets was as follows: Location December 31, 2018 December 31, 2017 Greece $ 2,637 $ 2,997 United States 16,368 16,368 Italy 9,038 9,952 Japan – – UK 9,642 10,578 Australia 2,285 2,853 Germany – – $ 39,970 $ 42,748 |
2. Going Concern (Details Narra
2. Going Concern (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 15, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss from continuing operations | $ (6,137) | $ (26,514) | $ (102,029) | |
Working capital | (92,648) | |||
Accumulated deficit | (570,126) | (557,844) | ||
Convertible Bonds [Member] | ||||
Convertible debt, current | $ 41,600 | $ 41,600 | ||
Subsequent Event [Member] | Private Placement [Member] | ||||
Stock issued new, shares | 6,600,000 | |||
Proceeds from sale of stock | $ 7,600 |
3. Summary of Significant Acc_4
3. Summary of Significant Accounting Policies (Details - PPE useful lives) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
3. Summary of Significant Acc_5
3. Summary of Significant Accounting Policies (Details - Disaggregation of revenue by revenue stream) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 125,582 | $ 121,520 | $ 114,602 |
AUSTRALIA | |||
Revenues | 91,381 | 112,174 | 81,241 |
JAPAN | |||
Revenues | 12,437 | 511 | 12,893 |
ITALY | |||
Revenues | 1,733 | 1,932 | 1,740 |
UNITED STATES | |||
Revenues | 18,721 | 0 | 6,622 |
UNITED KINGDOM | |||
Revenues | 932 | 6,903 | 694 |
GREECE | |||
Revenues | 378 | 0 | 8,737 |
GERMANY | |||
Revenues | 0 | 0 | 2,675 |
Photo Voltaic Solar Components [Member] | |||
Revenues | 93,547 | 111,795 | 86,477 |
Photo Voltaic Solar Components [Member] | AUSTRALIA | |||
Revenues | 90,067 | 111,284 | 81,241 |
Photo Voltaic Solar Components [Member] | JAPAN | |||
Revenues | 1,605 | 511 | 286 |
Photo Voltaic Solar Components [Member] | ITALY | |||
Revenues | 0 | 0 | 0 |
Photo Voltaic Solar Components [Member] | UNITED STATES | |||
Revenues | 1,875 | 0 | 2,771 |
Photo Voltaic Solar Components [Member] | UNITED KINGDOM | |||
Revenues | 0 | 0 | 0 |
Photo Voltaic Solar Components [Member] | GREECE | |||
Revenues | 0 | 0 | 0 |
Photo Voltaic Solar Components [Member] | GERMANY | |||
Revenues | 2,179 | ||
Electricity Revenue with PPA's [Member] | |||
Revenues | 3,043 | 2,793 | 12,311 |
Electricity Revenue with PPA's [Member] | AUSTRALIA | |||
Revenues | 0 | 0 | 0 |
Electricity Revenue with PPA's [Member] | JAPAN | |||
Revenues | 0 | 0 | 0 |
Electricity Revenue with PPA's [Member] | ITALY | |||
Revenues | 1,733 | 1,932 | 1,740 |
Electricity Revenue with PPA's [Member] | UNITED STATES | |||
Revenues | 0 | 0 | 1,626 |
Electricity Revenue with PPA's [Member] | UNITED KINGDOM | |||
Revenues | 932 | 861 | 208 |
Electricity Revenue with PPA's [Member] | GREECE | |||
Revenues | 378 | 0 | 8,737 |
Electricity Revenue with PPA's [Member] | GERMANY | |||
Revenues | 0 | ||
PV project assets [Member] | |||
Revenues | 10,809 | 6,042 | 14,914 |
PV project assets [Member] | AUSTRALIA | |||
Revenues | 0 | 0 | 0 |
PV project assets [Member] | JAPAN | |||
Revenues | 10,809 | 0 | 12,353 |
PV project assets [Member] | ITALY | |||
Revenues | 0 | 0 | 0 |
PV project assets [Member] | UNITED STATES | |||
Revenues | 0 | 0 | 2,075 |
PV project assets [Member] | UNITED KINGDOM | |||
Revenues | 0 | 6,042 | 486 |
PV project assets [Member] | GREECE | |||
Revenues | 0 | 0 | 0 |
PV project assets [Member] | GERMANY | |||
Revenues | 0 | ||
Bitcoin mining equipment sale and hosting service [Member] | |||
Revenues | 1,052 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | AUSTRALIA | |||
Revenues | 0 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | JAPAN | |||
Revenues | 0 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | ITALY | |||
Revenues | 0 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | UNITED STATES | |||
Revenues | 1,052 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | UNITED KINGDOM | |||
Revenues | 0 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | GREECE | |||
Revenues | 0 | 0 | 0 |
Bitcoin mining equipment sale and hosting service [Member] | GERMANY | |||
Revenues | 0 | ||
Predevelopment Solar Projects [Member] | |||
Revenues | 15,794 | 0 | 0 |
Predevelopment Solar Projects [Member] | AUSTRALIA | |||
Revenues | 0 | 0 | 0 |
Predevelopment Solar Projects [Member] | JAPAN | |||
Revenues | 0 | 0 | 0 |
Predevelopment Solar Projects [Member] | ITALY | |||
Revenues | 0 | 0 | 0 |
Predevelopment Solar Projects [Member] | UNITED STATES | |||
Revenues | 15,794 | 0 | 0 |
Predevelopment Solar Projects [Member] | UNITED KINGDOM | |||
Revenues | 0 | 0 | 0 |
Predevelopment Solar Projects [Member] | GREECE | |||
Revenues | 0 | 0 | 0 |
Predevelopment Solar Projects [Member] | GERMANY | |||
Revenues | 0 | ||
Other Services [Member] | |||
Revenues | 1,337 | 890 | 900 |
Other Services [Member] | AUSTRALIA | |||
Revenues | 1,314 | 890 | 0 |
Other Services [Member] | JAPAN | |||
Revenues | 23 | 0 | 254 |
Other Services [Member] | ITALY | |||
Revenues | 0 | 0 | 0 |
Other Services [Member] | UNITED STATES | |||
Revenues | 0 | 0 | 150 |
Other Services [Member] | UNITED KINGDOM | |||
Revenues | 0 | 0 | 0 |
Other Services [Member] | GREECE | |||
Revenues | $ 0 | $ 0 | 0 |
Other Services [Member] | GERMANY | |||
Revenues | $ 496 |
3. Summary of Significant Acc_6
3. Summary of Significant Accounting Policies (Details - By timing of revenue recognition) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 125,582 | $ 121,520 | $ 114,602 |
Photo Voltaic Solar Components [Member] | |||
Revenues | 93,547 | 111,795 | 86,477 |
Electricity Revenue with PPA's [Member] | |||
Revenues | 3,043 | 2,793 | 12,311 |
PV project assets [Member] | |||
Revenues | 10,809 | 6,042 | 14,914 |
Bitcoin mining equipment sale and hosting service [Member] | |||
Revenues | 1,052 | 0 | 0 |
Predevelopment Solar Projects [Member] | |||
Revenues | 15,794 | 0 | 0 |
Other Services [Member] | |||
Revenues | 1,337 | 890 | 900 |
Goods transferred at a point in time [Member] | |||
Revenues | 125,211 | 121,520 | 112,928 |
Goods transferred at a point in time [Member] | Photo Voltaic Solar Components [Member] | |||
Revenues | 93,547 | 111,795 | 86,477 |
Goods transferred at a point in time [Member] | Electricity Revenue with PPA's [Member] | |||
Revenues | 3,043 | 2,793 | 10,685 |
Goods transferred at a point in time [Member] | PV project assets [Member] | |||
Revenues | 10,809 | 6,042 | 14,914 |
Goods transferred at a point in time [Member] | Bitcoin mining equipment sale and hosting service [Member] | |||
Revenues | 681 | 0 | 0 |
Goods transferred at a point in time [Member] | Predevelopment Solar Projects [Member] | |||
Revenues | 15,794 | 0 | 0 |
Goods transferred at a point in time [Member] | Other Services [Member] | |||
Revenues | 1,337 | 890 | 852 |
Service transferred over time [Member] | |||
Revenues | 371 | 0 | 1,674 |
Service transferred over time [Member] | Photo Voltaic Solar Components [Member] | |||
Revenues | 0 | 0 | 0 |
Service transferred over time [Member] | Electricity Revenue with PPA's [Member] | |||
Revenues | 0 | 0 | 1,626 |
Service transferred over time [Member] | PV project assets [Member] | |||
Revenues | 0 | 0 | 0 |
Service transferred over time [Member] | Bitcoin mining equipment sale and hosting service [Member] | |||
Revenues | 371 | 0 | 0 |
Service transferred over time [Member] | Predevelopment Solar Projects [Member] | |||
Revenues | 0 | 0 | 0 |
Service transferred over time [Member] | Other Services [Member] | |||
Revenues | $ 0 | $ 0 | $ 48 |
3. Summary of Significant Acc_7
3. Summary of Significant Accounting Policies (Details - Contract balance) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 27,777 | $ 19,051 |
Advance from customers | $ 25,984 | $ 31,122 |
3. Summary of Significant Acc_8
3. Summary of Significant Accounting Policies (Details - Capitalized interest) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Interest cost capitalized | $ 292 | $ 1,607 | $ 1,724 |
Interest cost charged to income | 6,665 | 8,087 | 3,494 |
Total interest cost | $ 6,957 | $ 9,694 | $ 5,218 |
3. Summary of Significant Acc_9
3. Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Allowance against notes receivable | 0 | 0 | 0 |
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
4. Disposition of SPI China (De
4. Disposition of SPI China (Details - Balance Sheet) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets of discontinued operations | ||
Total current assets | $ 0 | $ 52,433 |
Total non-current assets | 0 | 60,882 |
Liabilities of discontinued operations | ||
Total current liabilities | 0 | 213,316 |
Total non-current liabilities | $ 0 | 3,133 |
SPI China [Member] | ||
Assets of discontinued operations | ||
Cash and cash equivalents | 339 | |
Restricted cash | 1,017 | |
Accounts receivable, net | 33,365 | |
Prepaid expenses and other current assets, net | 13,778 | |
Finance lease receivable | 3,816 | |
Other current assets | 118 | |
Total current assets | 52,433 | |
Other receivable, noncurrent | 5,008 | |
Property, plant and equipment, net | 37,936 | |
Project assets, noncurrent | 11,680 | |
Deferred tax assets, net | 299 | |
Finance lease receivable, noncurrent | 5,959 | |
Total non-current assets | 60,882 | |
Total assets | 113,315 | |
Liabilities of discontinued operations | ||
Accounts payable | 39,401 | |
Accounts payable, related parties | 4,700 | |
Accrued liabilities | 12,950 | |
Income taxes payable | 2,833 | |
Short-term borrowings and current portion of long-term borrowings | 103,248 | |
Financing and capital lease obligations, current | 26,399 | |
Other current liabilities | 23,785 | |
Total current liabilities | 213,316 | |
Long-term borrowings, excluding current portion | 2,378 | |
Other noncurrent liabilities | 755 | |
Total non-current liabilities | 3,133 | |
Total liabilities | $ 216,449 |
4. Disposition of SPI China (_2
4. Disposition of SPI China (Details - Statement of operation) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss from discontinued operations, net of tax | $ (6,122) | $ (64,445) | $ (118,939) |
Discontinued Operations [Member] | SPI China [Member] | |||
Net sales | 4,681 | 5,945 | 25,597 |
Cost of goods sold | 2,027 | 6,235 | 18,763 |
Provision for losses on contracts | 0 | 0 | 18 |
Gross profit (loss) | 2,654 | (290) | 6,816 |
General and administrative | 2,904 | 8,391 | 20,523 |
Sales, marketing and customer service | 887 | 4,796 | 25,992 |
Provision for doubtful accounts, notes and other receivable | 195 | 7,485 | 23,359 |
Impairment charges on goodwill and intangible assets | 0 | 205 | 0 |
Impairment charges on property, plant and equipment | 0 | 3,755 | 12,602 |
Impairment charges on project assets | 0 | 3,354 | 742 |
Impairment charges on finance lease receivable | 0 | 23,967 | 32,028 |
Total operating expense | 3,986 | 51,953 | 115,246 |
Total other income (expense), net | 4,790 | (12,188) | 10,779 |
Loss from discontinued operations before income tax | (6,122) | (64,431) | (119,209) |
Income tax expense (benefit) | 0 | 14 | (270) |
Loss from discontinued operations, net of tax | $ (6,122) | $ (64,445) | $ (118,939) |
4. Disposition of SPI China (_3
4. Disposition of SPI China (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Lighting Charm [Member] | |
Options granted | shares | 1,000,000 |
Fair value of options granted | $ 694 |
Discontinued Operations [Member] | SPI China [Member] | |
Additional paid in capital for excess of SPI China's book value of liabilities over assets | 108,433 |
Loss on debt forgiveness | $ 536 |
5. Business Acquisitions (Detai
5. Business Acquisitions (Details) - USD ($) $ in Thousands | 11 Months Ended | |||
Dec. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 651 | $ 683 | $ 0 | |
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 | $ 651 | $ 683 |
5. Business Acquisitions (Det_2
5. Business Acquisitions (Details Narrative) € in Thousands, $ in Thousands | 11 Months Ended | 12 Months Ended | |||
Dec. 13, 2017EUR (€) | Dec. 13, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Goodwill | $ 651 | $ 683 | $ 0 | ||
Revenues | 125,582 | 121,520 | $ 114,602 | ||
Heliostixio [Member] | |||||
Consideration and Payment Settlement | $ 2,108 | ||||
Goodwill | 683 | $ 651 | $ 683 | ||
Revenues | $ 0 | ||||
Heliostixio [Member] | Euro Member Countries, Euro | |||||
Consideration and Payment Settlement | € | € 1,757 |
6. Deconsolidation of Sinsin (D
6. Deconsolidation of Sinsin (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2017 | Dec. 31, 2016 |
Restricted cash | $ 458 | $ 36 | $ 2,712 | |
Accounts receivable | 27,777 | 11,951 | ||
Prepaid expenses and other current assets | 4,382 | 5,983 | ||
Property, plant and equipment, net | 21,150 | 23,392 | ||
Total assets | 188,728 | 317,311 | ||
Accounts payable | 16,271 | 19,064 | ||
Income tax payable | 293 | 67 | ||
Other current liabilities | 62,643 | 62,399 | ||
Total liabilities | $ 188,658 | $ 414,955 | ||
Sinsin [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 |
6. Deconsolidation of Sinsin _2
6. Deconsolidation of Sinsin (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Investment in affiliates | $ 69,606 | $ 69,606 |
Sinsin [Member] | ||
Investment in affiliates | $ 69,606 | $ 69,606 |
7. Restricted cash (Details Nar
7. Restricted cash (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Investments [Abstract] | |||
Restricted cash | $ 458 | $ 36 | $ 2,712 |
8. Accounts Receivable (Details
8. Accounts Receivable (Details - Accounts receivable) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current accounts receivable: | ||
Accounts receivable | $ 28,410 | $ 13,471 |
Less: Allowance for doubtful accounts | (633) | (1,520) |
Net | 27,777 | 11,951 |
Noncurrent accounts receivable | ||
Accounts receivable, noncurrent | 0 | 7,100 |
Total accounts receivable, net | $ 27,777 | $ 19,051 |
8. Accounts Receivable (Detai_2
8. Accounts Receivable (Details - Allowance for Doubtful Accounts) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of the year | $ 1,520 | $ 1,592 | $ 211 |
Addition - Increase in doubtful accounts | 202 | 1,536 | 1,151 |
Written off | 0 | (1,526) | 0 |
Reversal | (1,002) | (152) | 0 |
Foreign currency translation difference | (87) | 70 | 230 |
Balance at end of the year | $ 633 | $ 1,520 | $ 1,592 |
8. Accounts Receivable (Detai_3
8. Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Sale Leaseback Transaction [Line Items] | ||||
Allowance for doubtful accounts | $ 633 | $ 1,520 | $ 1,592 | $ 211 |
Photo Voltaic Solar Components [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 9,235 | 12,827 | ||
Allowance for doubtful accounts | 524 | 1,412 | ||
Other Revenue [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Gross receivables | 19,175 | 7,744 | ||
Allowance for doubtful accounts | $ 109 | $ 108 |
9. Inventories (Details)
9. Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Goods in Transit | $ 2,039 | $ 632 |
Finished goods | 9,867 | 15,208 |
Total | $ 11,906 | $ 15,840 |
9. Inventories (Details Narrati
9. Inventories (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Inventory write down | $ 0 | $ 366 | $ 146 |
10. Project Assets (Details)
10. Project Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Project assets | $ 41,022 | $ 58,579 |
Project assets, current | 24,654 | 42,211 |
Project assets, noncurrent | 16,368 | 16,368 |
Completed for sale | ||
Project assets | 21,215 | 24,228 |
Under development [Member] | ||
Project assets | $ 19,807 | $ 34,351 |
10. Project Assets (Details Nar
10. Project Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Project assets | $ 41,022 | $ 58,579 | |
Revenues | 125,582 | 121,520 | $ 114,602 |
Cost of revenue | 114,525 | 111,428 | 102,532 |
PV project assets and pre-development solar projects [Member] | |||
Revenues | 26,603 | 6,042 | 14,914 |
Cost of revenue | 23,418 | 6,229 | 13,613 |
Certain project assets [Member] | |||
Project impairment loss | 0 | 687 | 13,102 |
UNITED STATES | |||
Project assets | 31,170 | 42,990 | |
Revenues | 18,721 | 0 | 6,622 |
JAPAN | |||
Project assets | 9,852 | 15,589 | |
Revenues | $ 12,437 | $ 511 | $ 12,893 |
11. Prepaid expenses and othe_3
11. Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Value-added tax recoverable, current | $ 483 | $ 673 |
Deposit and prepayment for acquisitions, net of provision of $10,840 and $10,206, respectively | 55 | 116 |
Other deposit and prepayment, net of provision of $452 and $306, respectively | 1,216 | 2,359 |
Other receivable, net of provision of $914 and $906, respectively | 2,628 | 2,835 |
Total prepaid expenses and other current assets | $ 4,382 | $ 5,983 |
11. Prepaid expenses and othe_4
11. Prepaid expenses and other current assets (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Provision for deposit and prepayment for acquisitions | $ 10,840 | $ 10,205 |
Provision for other deposits and prepayments | 452 | 306 |
Provision for other receivables | 914 | 906 |
Other receivable | 2,628 | 2,835 |
Tacoo Corporation [Member] | ||
Provision for other receivables | 0 | 0 |
Other receivable | 2,107 | 2,033 |
Third Parties [Member] | ||
Provision for other receivables | 914 | 906 |
Other receivable | 1,435 | 1,708 |
RE Capital [Member] | ||
Provision for deposit and prepayment for acquisitions | 8,488 | 7,978 |
Kashima PV station [Member] | ||
Provision for deposit and prepayment for acquisitions | 2,288 | 2,227 |
General Energy Solutions [Member] | ||
Provision for deposit and prepayment for acquisitions | $ 64 | $ 0 |
12. Intangible Assets (Details
12. Intangible Assets (Details - Intangible Assets) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 7,066 | $ 7,417 |
Intangible assets, Accumulated Amortization | (3,970) | (3,786) |
Intangible assets, Impairment Charge | (1,295) | (1,326) |
Intangible assets, Net | $ 1,801 | $ 2,305 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 120 months | 120 months |
Intangible assets, Gross | $ 4,366 | $ 4,717 |
Intangible assets, Accumulated Amortization | (1,270) | (1,086) |
Intangible assets, Impairment Charge | (1,295) | (1,326) |
Intangible assets, Net | $ 1,801 | $ 2,305 |
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 |
12. Intangible Assets (Detail_2
12. Intangible Assets (Details - Future Amortization) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization | $ 300 | $ 302 | $ 467 |
2019 | 277 | ||
2020 | 277 | ||
2021 | 277 | ||
2022 | 277 | ||
2023 | 277 | ||
Thereafter | 416 | ||
Intangible assets, Net | $ 1,801 | $ 2,305 |
12. Intangible Assets (Detail_3
12. Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of intangibles | $ 0 | $ 0 | $ 1,235 |
Amortization expense for other intangible assets | 300 | 302 | 467 |
Customer Relationships [Member] | |||
Impairment of intangibles | $ 0 | $ 0 | $ 1,235 |
13. Goodwill (Details - Goodwil
13. Goodwill (Details - Goodwill) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill Disclosure Abstract | ||
Goodwill beginning balance | $ 683 | $ 0 |
Acquisition of goodwill | 683 | |
Foreign currency translation | (32) | |
Goodwill ending balance | $ 651 | $ 683 |
13. Goodwil (Details Narrative)
13. Goodwil (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 13, 2017 | |
Goodwill | $ 651 | $ 683 | $ 0 | |
Impairment charges on goodwill | 0 | 0 | $ 65,223 | |
Heliostixio [Member] | ||||
Goodwill | $ 651 | $ 683 | $ 683 |
14. Property, Plant and Equip_3
14. Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 26,746 | $ 27,913 |
Less: accumulated depreciation | (5,505) | (4,430) |
Property plant and equipment, net before construction in progress and impairment | 21,241 | 23,483 |
Impairment of property, plant and equipment | (91) | (91) |
Property plant and equipment, net | 21,150 | 23,392 |
P V Solar Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 24,375 | 25,561 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 517 | 521 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 489 | 541 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 1,177 | 1,180 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 188 | $ 110 |
14. Property, Plant and Equip_4
14. Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,204 | $ 1,159 | $ 3,972 |
Impairment of property, plant and equipment | $ 0 | $ 53 | $ 38 |
15. Investment in Affiliates (D
15. Investment in Affiliates (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | $ 69,606 | $ 69,606 | |
EnSync [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | 0 | 0 | |
Decrease in fair value of warrant | 0 | 0 | $ (2,328) |
Impairment of investment | 0 | 2,214 | $ 9,895 |
EnSync [Member] | Convertible Preferred Stock [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | $ 0 | 0 | |
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 | ||
Sinsin [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in affilates | $ 69,606 | $ 69,606 |
16. Fair value measurement (Det
16. Fair value measurement (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Inputs Level 3 [Member] | ||
Schedule Of Fair Value Measurement Details [Line Items] | ||
Convertible bonds fair value | $ 12,879 | |
Options fair value | 694 | |
Fair Value Measurements Recurring [Member] | ||
Schedule Of Fair Value Measurement Details [Line Items] | ||
Assets fair value | 0 | $ 0 |
Liabilities fair value | $ 0 | $ 0 |
17. Accrued liabilities (Detail
17. Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Tax penalty payable | $ 9,670 | $ 9,670 |
Other payable | 4,556 | 4,396 |
Other tax payables | 774 | 1,138 |
Accrued expense | 1,323 | 800 |
Other accrual and payables | 172 | 3,856 |
Total accrued liabilities | $ 16,495 | $ 19,860 |
19. Short-term borrowings and_3
19. Short-term borrowings and long-term borrowings (Details - Debt) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Short-term bank borrowings | $ 146 | $ 5,312 |
Other short-term borrowings | 2,841 | 0 |
Current portion of long-term borrowings | 179 | 166 |
Total short-term borrowings and current portion of long-term borrowings | 3,166 | 5,478 |
Long term bank borrowings | 6,017 | 6,733 |
Other long-term borrowings | 836 | 877 |
Total long-term borrowings | 6,853 | 7,610 |
Less: current portion of long-term borrowings | (179) | (165) |
Total long-term borrowings, excluding current portion | 6,674 | 7,445 |
Total borrowings | $ 9,840 | $ 12,923 |
19. Short-term borrowings and_4
19. Short-term borrowings and long-term borrowings (Details - Maturities) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 179 | |
2020 | 208 | |
2021 | 229 | |
2022 | 256 | |
2023 | 1,115 | |
Thereafter | 4,866 | |
Total long-term borrowings | $ 6,853 | $ 7,610 |
19. Short-term borrowings and_5
19. Short-term borrowings and long-term borrowings (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Loans Payable Details [Line Items] | |||
Interest expenses of bank loans from continuing operations | $ 523 | $ 567 | $ 243 |
Shortterm Borrowings [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Average interest rate on short-term, borrowings | 7.39% | 5.65% | 5.04% |
Santander Bank [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Bank loan | $ 6,017 | ||
Debt stated interest rate | 2.83% and 3.96% | ||
Debt maturity date | February 16, 2027 | ||
Scottish Pacific [Member] | Solar Juice [Member] | |||
Schedule Of Loans Payable Details [Line Items] | |||
Other long term debt | $ 5,637 | ||
Debtor finance balance | $ 2,691 |
20. Convertible Bonds (Details
20. Convertible Bonds (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of debt discount | $ 1,910 | $ 2,906 | $ 0 |
Convertible note payable | 13,400 | 15,785 | |
Convertible Bonds [Member] | |||
Debt in default | 55,000 | ||
Convertible notes current | 41,600 | 41,600 | |
Convertible notes, noncurrent | $ 13,400 | ||
Convertible Bonds [Member] | Union Sky [Member] | First Amendment Agreement [Member] | |||
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] | |||
Convertible bond value | 21,877 | ||
Gain from extinguishment of debt | 1,887 | ||
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 |
21. Other liabilities (Details)
21. Other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Unpaid acquisition payable | $ 53,824 | $ 53,655 |
Other current liabilities | 8,819 | 8,744 |
Total other current liabilities | 62,643 | 62,399 |
Accrued warranty reserve | 1,538 | 1,538 |
Total other non-current liabilities | 1,538 | 1,538 |
Total other liabilities | $ 64,181 | $ 63,937 |
21. Other liabilities (Details
21. Other liabilities (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Unpaid acquisition payable | $ 53,824 | $ 53,655 |
Other current liabilities | 8,819 | 8,744 |
Accrued warranty reserve | 1,538 | 1,538 |
Sinsin [Member] | ||
Unpaid acquisition payable | 53,824 | 53,655 |
Sinsin [Member] | Accrued interest [Member] | ||
Unpaid acquisition payable | 8,712 | 6,314 |
Heliostixio [Member] | Unpaid Purchase Consideration [Member] | ||
Unpaid acquisition payable | 1,517 | 1,592 |
Sinsin Renewable Investment Ltd [Member] | ||
Other current liabilities | $ 8,819 | $ 8,744 |
22. Stockholders' Deficit (Deta
22. Stockholders' Deficit (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reverse stock split | One-for-ten reverse stock split approved on December 6, 2017 | ||
Loss from continuing operations including noncontrolling interests | $ (6,137) | $ (26,514) | $ (102,029) |
Less: Net income (loss) attributable to noncontrolling interests from continuing operations | 31 | 168 | (333) |
Less: Net income (loss) attributable to noncontrolling interests from discontinued operations | $ (8) | $ (47) | $ 61 |
Ordinary Shares [Member] | |||
Stock issued new, shares | 834,020 | ||
Management Members [Member] | |||
Restricted ordinary shares issued | 663,460 |
23. Stock-based Compensation (D
23. Stock-based Compensation (Details - Stock-Based Compensation Expense by Award type) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,726 | $ 1,174 | $ 1,301 |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,799 | 886 | 962 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 927 | $ 288 | $ 339 |
23. Stock-based Compensation _2
23. Stock-based Compensation (Details - Compensation expense by line item) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 2,726 | $ 1,174 | $ 1,301 |
Total stock-based compensation expense after income taxes | 2,726 | 1,174 | 1,301 |
General And Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 2,579 | 1,131 | 1,274 |
Selling And Marketing Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 147 | $ 43 | $ 27 |
23. Stock-based Compensation _3
23. Stock-based Compensation (Details - Assumptions) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected term | 6 years 3 months | 6 years 3 months | 4 years |
Risk-free interest rate, minimum | 2.54% | 1.81% | 1.15% |
Risk-free interest rate, maximum | 3.03% | 2.30% | 2.26% |
Expected volatility, minimum | 624.00% | 284.00% | 166.00% |
Expected volatility, maximum | 756.00% | 763.00% | 178.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
23. Stock-based Compensation _4
23. Stock-based Compensation (Details - Option Activity) - Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | ||||
Outstanding at the beginning of the period (in shares) | 501,260 | 550,760 | 635,488 | |
Exercised (in shares) | 0 | 0 | (1,000) | |
Forfeited (in shares) | (528,060) | (374,800) | (352,218) | |
Outstanding at the end of the period (in shares) | 260,200 | 501,260 | 550,760 | |
Vested and exercisable at the end of the period (in shares) | 76,900 | |||
Expected to vest at the end of the period (in shares) | 177,383 | |||
Weighted-Average Exercise Price Per Share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 66 | $ 82 | $ 145 | |
Exercised (in dollars per share) | 49 | |||
Forfeited (in dollars per share) | 10 | 36 | 169 | |
Outstanding at the end of the period (in dollars per share) | 212 | $ 66 | $ 82 | |
Vested and exercisable at the end of the period (in dollars) | 29 | |||
Expected to vest at the end of the period (in dollars) | $ 12 | |||
Weighted-Average Remaining Contractual Term | ||||
Weighted Average Remaining Contractual Life | 8 years 7 months 2 days | 7 years 11 days | 7 years 4 months 24 days | |
Vested and exercisable at the end of the period | 9 years 1 month 13 days | |||
Expected to vest at the end of the period | 8 years 3 months 15 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 0 | $ 769 | $ 60,032 | $ 87,401 |
Vested and exercisable at year end | 0 | |||
Expected to vest at year end | $ 0 |
23. Stock-based Compensation _5
23. Stock-based Compensation (Details - Options by Exercise Price) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Exercisable | shares | 76,900 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
$118-$172 [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) | $ 172 |
Shares Exercisable | shares | 750 |
Weighted average remaining contractual life | 7 years 1 month 16 days |
Weighted average exercise price | $ 172 |
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 | 28,200 |
Weighted average remaining contractual life | 8 years 4 months 20 days |
Weighted average exercise price | $ 64 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
$2 - $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) | $ 2 |
Upper exercise price per share (in dollars per share) | $ 39 |
Shares Exercisable | shares | 47,950 |
Weighted average remaining contractual life | 9 years 6 months 29 days |
Weighted average exercise price | $ 6 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
23. Stock-based Compensation _6
23. Stock-based Compensation (Details - Non-vested options) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options [Member] | |||
Weighted Average Exercise Price Per Share | |||
Forfeited (in dollars per share) | $ 10 | $ 36 | $ 169 |
Options [Member] | Nonvested [Member] | |||
Shares | |||
Non-vested shares at beginning of year (in shares) | 379,920 | 430,358 | 559,658 |
Granted (in shares) | 287,000 | 325,300 | 268,491 |
Vested (in shares) | (87,285) | (100,663) | (45,573) |
Forfeited (in shares) | (396,335) | (275,075) | (352,218) |
Non-vested shares at end of year (in shares) | 183,300 | 379,920 | 430,358 |
Weighted Average Exercise Price Per Share | |||
Non-vested shares at beginning of year (in dollars per share) | $ 9 | $ 46 | $ 128 |
Granted (in dollars per share) | 13 | 4 | 47 |
Vested (in dollars per share) | 54 | 43 | 110 |
Forfeited (in dollars per share) | 25 | 48 | 169 |
Non-vested shares at end of year (in dollars per share) | $ 8 | $ 9 | $ 46 |
Restricted Stock [Member] | Nonvested [Member] | |||
Shares | |||
Non-vested shares at beginning of year (in shares) | 1,313 | 4,750 | 8,778 |
Granted (in shares) | 663,460 | 0 | 0 |
Vested (in shares) | (663,273) | (2,187) | (2,778) |
Forfeited (in shares) | (250) | (1,250) | (1,250) |
Non-vested shares at end of year (in shares) | 1,250 | 1,313 | 4,750 |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested shares at beginning of year (in dollars per share) | $ 264 | $ 178 | $ 178 |
Granted (in dollars per share) | 1 | 0 | 0 |
Vested (in dollars per share) | 1 | 128 | 178 |
Forfeited (in dollars per share) | 185 | 177 | 177 |
Non-vested shares at end of year (in dollars per share) | $ 185 | $ 264 | $ 178 |
23. Stock-based Compensation _7
23. Stock-based Compensation (Details - RSU's) - Restricted Stock Units R S U [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Restricted stock units at beginning of year (in shares) | 215,809 | 217,059 | 218,309 |
Granted (in shares) | 663,460 | ||
Forfeited (in shares) | (250) | (1,250) | (1,250) |
Restricted stock units at end of year (in shares) | 879,019 | 215,809 | 217,059 |
Weighted Average Grant-Date Fair Value | |||
Restricted stock units at beginning of year (in dollars per share) | $ 151 | $ 151 | $ 151 |
Granted (in dollars per share) | 1 | ||
Forfeited (in dollars per share) | 185 | 177 | 177 |
Restricted stock units at end of year (in dollars per share) | $ 38 | $ 151 | $ 151 |
23. Stock-based Compensation _8
23. Stock-based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value of vested shares | $ 1,382 | $ 2,955 | $ 2,423 |
Stock-based compensation expense | 2,726 | 1,174 | 1,301 |
Continuing Operations [Member] | |||
Stock-based compensation expense | $ 2,726 | $ 1,174 | $ 1,929 |
24. Income Taxes (Details - Los
24. Income Taxes (Details - Loss before Provision) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (6,946) | $ (24,757) | $ (102,483) |
Foreign | 1,141 | (1,620) | 1,060 |
Loss from continuing operations before income taxes | $ (5,805) | $ (26,377) | $ (101,423) |
24. Income Taxes (Details - Pro
24. Income Taxes (Details - Provision for income taxes) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax: | |||
Federal tax | $ 0 | $ 0 | $ 0 |
State tax | 7 | 7 | 7 |
Foreign countries | 408 | 226 | 676 |
Total current tax | 415 | 233 | 683 |
Deferred tax: | |||
Federal tax | 15 | (16) | 0 |
State tax | 0 | 0 | 0 |
Foreign countries | (98) | (80) | (77) |
Total deferred tax | (83) | (96) | (77) |
Total provision for income taxes | $ 332 | $ 137 | $ 606 |
24. Income Taxes (Details - Tax
24. Income Taxes (Details - Tax reconciliation) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes at U.S. Federal statutory rate | $ (1,219) | $ (9,232) | $ (35,499) |
State taxes, net of federal benefit | (168) | (610) | (3,472) |
Foreign taxes at different rate | 902 | 1,059 | 22,536 |
Non-deductible expenses | (231) | 345 | (72) |
Tax law changes | 188 | 22,813 | 0 |
Valuation allowance | 45,870 | (17,752) | (5,584) |
Other | 0 | 5,086 | (793) |
Disposition of subsidiaries | (45,193) | 0 | 0 |
Impairments and intangible amortization | 0 | (3,761) | 22,826 |
Share Based Compensation | 579 | 279 | 664 |
Gain on debt modification | (396) | (1,475) | 0 |
Tax penalty | 0 | 3,385 | 0 |
Total provision for income taxes | $ 332 | $ 137 | $ 606 |
24. Income Taxes (Details - Def
24. Income Taxes (Details - Deferred income taxes) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Net operating loss carry forwards | $ 66,775 | $ 29,574 |
Temporary differences due to accrued warranty costs | 459 | 508 |
Investment in subsidiaries | 4,134 | 4,796 |
Credits | 16 | 16 |
Allowance for bad debts | 21 | 23 |
Fair value adjustment arising from subsidiaries acquisition | 4,949 | 159 |
Stock compensation | 661 | 712 |
Unrealized gain/(loss) on derivatives | 5,006 | 5,389 |
Unrealized investment gain/(loss) | 4,314 | 4,644 |
CFC trade payable | 0 | 2,098 |
Other temporary difference | 7,318 | 13 |
Valuation allowance | (93,513) | (47,642) |
Total deferred income tax assets | 140 | 290 |
Deferred income tax liabilities: | ||
Fair value adjustment arising from subsidiaries acquisition | (515) | (632) |
Other | 0 | (116) |
Total deferred income tax liabilities | (515) | (748) |
Net deferred tax liabilities | $ (375) | $ (458) |
24. Income Taxes (Details Narra
24. Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal AMT credit | $ 16 | ||
Increase (Decrease) in valuation allowance | 45,870 | $ (17,752) | $ 5,584 |
Unrecognized tax benefits | 0 | $ 0 | $ 0 |
Federal [Member] | |||
Net operating loss carryforward | $ 289,515 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2028 | ||
State [Member] | |||
Net operating loss carryforward | $ 124,076 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2018 | ||
Foreign [Member] | |||
Net operating loss carryforward | $ 2,212 | ||
Operating loss carryforward beginning expiration date | Dec. 31, 2018 |
25. Net Loss Per Share (Details
25. Net Loss Per Share (Details - Basic and Diluted) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||
Net loss from continuing operations attributable to stockholders of the Company | $ (6,168) | $ (26,682) | $ (101,696) |
Numerator for net loss from discontinued operations per share-basic and diluted | $ (6,114) | $ (64,398) | $ (119,000) |
Denominator: | |||
Basic weighted-average ordinary shares | 7,262,023 | 6,826,633 | 6,415,616 |
Diluted weighted-average ordinary shares | 7,262,023 | 6,826,633 | 6,415,616 |
Basic and diluted net loss per share-continuing operations | $ (0.9) | $ (4) | $ (16) |
Basic and diluted net loss per share-discontinued operations | $ (0.8) | $ (9) | $ (18) |
25. Net Loss Per Share (Detai_2
25. Net Loss Per Share (Details - Antidilutive shares) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 726,880 | 2,136,424 | 555,510 |
Share options and non-vested restricted stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 261,450 | 502,573 | 555,510 |
Convertible Bonds [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 465,430 | 1,633,851 | 0 |
26. Commitments and Contingen_3
26. Commitments and Contingencies (Details - Minimum lease payments) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 528 |
2020 | 463 |
2021 | 284 |
2022 | 84 |
2023 | 84 |
Thereafter | 1,266 |
Total operating leases | $ 2,709 |
26. Commitments and Contingen_4
26. Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Rent expense | $ 1,133 | $ 1,301 | $ 1,210 |
Other commitment | 6,617 | 22,071 | |
Employment Contracts [Member] | |||
Litigation reserve | $ 1,323 | $ 800 |
27. Concentration Risk (Details
27. Concentration Risk (Details - Accounts receivable risk) - Accounts Receivable [Member] - Credit Concentration Risk [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 23,477 | $ 12,448 |
Concentration risk percentage | 71.00% | 48.00% |
Valta Solar LLC [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 8,366 | $ 0 |
Concentration risk percentage | 25.00% | 0.00% |
Thermi Venture SA [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 6,763 | $ 7,100 |
Concentration risk percentage | 20.00% | 27.00% |
AES Distribution Energy, LLC [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 3,525 | $ 0 |
Concentration risk percentage | 11.00% | 0.00% |
KDC Solar Designed LLC [Member] | ||
Concentration Risk [Line Items] | ||
Accounts receivable | $ 4,823 | $ 5,348 |
Concentration risk percentage | 15.00% | 21.00% |
28. Segment information (Detail
28. Segment information (Details - By Product) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||
Revenues | $ 125,582 | $ 121,520 | $ 114,602 |
Photo Voltaic Solar Components [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 93,547 | 111,795 | 86,477 |
Predevelopment Solar Projects [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 15,794 | 0 | 0 |
PV project assets [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 10,809 | 6,042 | 14,914 |
Electricity Revenue with PPA's [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 3,043 | 2,793 | 12,311 |
Bitcoin mining equipment sale and hosting service [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,052 | 0 | 0 |
Other Services [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 1,337 | $ 890 | $ 900 |
28. Segment information (Deta_2
28. Segment information (Details - Geographic) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 125,582 | $ 121,520 | $ 114,602 |
UNITED KINGDOM | |||
Segment Reporting Information [Line Items] | |||
Revenues | 932 | 6,903 | 694 |
AUSTRALIA | |||
Segment Reporting Information [Line Items] | |||
Revenues | 91,381 | 112,174 | 81,241 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 18,721 | 0 | 6,622 |
GREECE | |||
Segment Reporting Information [Line Items] | |||
Revenues | 378 | 0 | 8,737 |
JAPAN | |||
Segment Reporting Information [Line Items] | |||
Revenues | 12,437 | 511 | 12,893 |
ITALY | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,733 | 1,932 | 1,740 |
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 0 | $ 2,675 |
28. Segment information (Deta_3
28. Segment information (Details - Long-lived assets) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 39,970 | $ 42,748 |
GREECE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,637 | 2,997 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 16,368 | 16,368 |
ITALY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 9,038 | 9,952 |
JAPAN | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 0 | 0 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 9,642 | 10,578 |
AUSTRALIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,285 | 2,853 |
GERMANY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 0 | $ 0 |
29. Related Party Transactions
29. Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Due from related parties | $ 39 | $ 94 |
Due to related parties | $ 79 | $ 0 |