Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 0-30351 | ||
Entity Registrant Name | SPI Energy Co., Ltd. | ||
Entity Central Index Key | 0001210618 | ||
Entity Tax Identification Number | 20-4956638 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 4803 Urbani Ave | ||
Entity Address, City or Town | McClellan Park | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95652 | ||
City Area Code | (888) | ||
Local Phone Number | 575-1940 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | ||
Trading Symbol | SPI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 32,968,710 | ||
Entity Common Stock, Shares Outstanding | 30,292,960 | ||
Auditor Firm ID | 5395 | ||
Auditor Name | Marcum Asia CPAs LLP | ||
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,533 | $ 9,765 |
Restricted cash | 6,743 | 8,080 |
Accounts receivable, net | 22,691 | 22,599 |
Contract asset | 1,403 | 1,621 |
Inventories | 28,987 | 23,242 |
Project assets | 10,634 | 8,946 |
Prepaid expenses and other current assets, net | 7,633 | 9,584 |
Amount due from related parties | 332 | 230 |
Total current assets | 81,956 | 84,067 |
Intangible assets, net | 2,587 | 3,433 |
Goodwill | 4,896 | 4,896 |
Restricted cash, noncurrent | 711 | 0 |
Other receivable, noncurrent | 234 | 268 |
Property and equipment, net | 41,556 | 35,750 |
Project assets, noncurrent | 14,918 | 15,969 |
Investment in affiliates | 69,606 | 69,606 |
Operating lease right-of-use assets | 14,152 | 13,923 |
Deferred tax assets, net | 479 | 168 |
Total assets | 231,095 | 228,080 |
Current liabilities: | ||
Accounts payable | 30,405 | 25,612 |
Accrued liabilities | 15,972 | 10,094 |
Income taxes payable | 3,511 | 1,684 |
Advance from customers | 8,634 | 4,210 |
Deferred income | 503 | 714 |
Short-term borrowings and current portion of long-term borrowings | 10,064 | 9,120 |
Amount due to an affiliate | 10,548 | 10,603 |
Convertible bonds, net of unamortized debt discount | 42,676 | 48,603 |
Derivative liability | 3,406 | 0 |
Accrued warranty reserve | 754 | 628 |
Operating lease liabilities, current | 1,607 | 1,351 |
Consideration payable | 61,617 | 61,219 |
Total current liabilities | 189,697 | 173,838 |
Long-term borrowings, excluding current portion | 6,597 | 12,800 |
Deferred tax liabilities, net | 2,673 | 2,970 |
Operating lease liabilities, non-current | 14,256 | 12,522 |
Total liabilities | 213,223 | 202,130 |
Equity: | ||
Ordinary shares, par $0.0001, 500,000,000 shares authorized, 30,292,960 and 25,352,060 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 3 | 3 |
Additional paid in capital | 719,697 | 695,073 |
Accumulated other comprehensive loss | (36,697) | (35,257) |
Accumulated deficit | (670,811) | (637,390) |
Total equity attributable to the shareholders of SPI Energy Co., Ltd. | 12,192 | 22,429 |
Noncontrolling interests | 5,680 | 3,521 |
Total equity | 17,872 | 25,950 |
Total liabilities and equity | $ 231,095 | $ 228,080 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 30,292,960 | 25,352,060 |
Common stock, shares outstanding | 30,292,960 | 25,352,060 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 177,518 | $ 161,993 |
Cost of revenue | 163,033 | 151,373 |
Gross profit | 14,485 | 10,620 |
Operating expenses: | ||
General and administrative | 35,554 | 41,780 |
Sales, marketing and customer service | 5,027 | 7,581 |
Impairment charges on long-lived assets | 1,955 | 0 |
Provision for credit losses | 581 | 2,735 |
Total operating expenses | 43,117 | 52,096 |
Operating (loss) income | (28,632) | (41,476) |
Other income (expense): | ||
Interest expense, net | (7,194) | (5,137) |
Loss on extinguishment of convertible bonds | (2,634) | 0 |
Change in fair value of derivative liability | (183) | 67 |
Net foreign exchange gain | 2,564 | 2,694 |
Forgiveness of PPP Loan | 5,094 | 205 |
Others | (746) | 267 |
Total other expenses, net | (3,099) | (1,904) |
Net loss before income taxes | (31,731) | (43,380) |
Income tax expense | 1,992 | 1,454 |
Net loss | (33,723) | (44,834) |
Less: Net (loss) income attributable to noncontrolling interests | (302) | 657 |
Net loss attributable to shareholders of SPI Energy Co., Ltd. | $ (33,421) | $ (45,491) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (1.3) | $ (1.9) |
Earnings Per Share, Diluted | $ (1.3) | $ (1.9) |
Weighted Average Number of Shares Outstanding, Basic | 26,513,193 | 24,192,815 |
Weighted Average Number of Shares Outstanding, Diluted | 26,513,193 | 24,192,815 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (33,723) | $ (44,834) |
Other comprehensive income (loss), net of tax of nil: | ||
Foreign currency translation loss | (2,134) | (2,575) |
Total comprehensive loss | (35,857) | (47,409) |
Comprehensive (loss) income attributable to noncontrolling interests | (996) | 392 |
Comprehensive loss attributable to shareholders of SPI Energy Co., Ltd. | $ (34,861) | $ (47,801) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Equity Attributable to Shareholders of SPI Energy [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 670,101 | $ (591,899) | $ (32,947) | $ 45,257 | $ 3,129 | $ 48,386 |
Beginning balance, shares at Dec. 31, 2020 | 22,340,689 | ||||||
Net loss | (45,491) | (45,491) | 657 | (44,834) | |||
Foreign currency translation losses | (2,310) | (2,310) | (265) | (2,575) | |||
Issuance of ordinary shares in offering | $ 1 | 13,591 | 13,592 | 13,592 | |||
Issuance of ordinary shares in offering, shares | 1,365,375 | ||||||
Issuance of restricted stock units to employees | 1,196 | 1,196 | 1,196 | ||||
Issuance of restricted stock units to employees, shares | 184,000 | ||||||
Redemption of convertible debt with shares | 4,375 | 4,375 | 4,375 | ||||
Redemption of convertible debt with shares, shares | 1,075,169 | ||||||
Issuance of ordinary shares for acquisition of Phoenix | |||||||
Issuance of ordinary shares for acquisition of Phoenix, shares | 71,327 | ||||||
Share-based compensation expense | 4,593 | 4,593 | 4,593 | ||||
Exercise of employee share option | 91 | 91 | 91 | ||||
Exercise of employee share option, shares | 25,000 | ||||||
Exercise of share option of Lighting Charm Limited | 1,092 | 1,092 | 1,092 | ||||
Exercise of share option of Lighting Charm Limited, shares | 285,500 | ||||||
Issuance of ordinary shares for purchasing services | 34 | 34 | 34 | ||||
Issuance of ordinary shares for purchasing services, shares | 5,000 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 3 | 695,073 | (637,390) | (35,257) | 22,429 | 3,521 | 25,950 |
Ending balance, shares at Dec. 31, 2021 | 25,352,060 | ||||||
Net loss | (33,421) | (33,421) | (302) | (33,723) | |||
Foreign currency translation losses | (1,440) | (1,440) | (694) | (2,134) | |||
Issuance of restricted stock units to employees | 623 | 623 | 623 | ||||
Issuance of restricted stock units to employees, shares | 229,888 | ||||||
Settlement of convertible debt with shares | 8,659 | 8,659 | 8,659 | ||||
Settlement of convertible debt with shares, shares | 3,216,846 | ||||||
Redemption of convertible debt with shares | 535 | 535 | 535 | ||||
Redemption of convertible debt with shares, shares | 301,724 | ||||||
Issuance of ordinary shares in private placement | 1,161 | 1,161 | 1,161 | ||||
Issuance of ordinary shares in private placement, shares | 1,150,000 | ||||||
Issuance of ordinary shares for settlement of consideration related to Acquisition of Phoenix | |||||||
Issuance of ordinary shares for settlement of consideration related to acquisition of phoenix, shares | 42,442 | ||||||
Issuance of ordinary shares of Phoenix in its initial public offering (“Phoenix IPO”) | 11,344 | 11,344 | 2,094 | 13,438 | |||
Issuance of unrestricted shares of Phoenix to the managements of Phoenix | 793 | 793 | |||||
Exercise of vested options of Phoenix by employees of Phoenix | 138 | 138 | |||||
Issuance of common stock of Phoenix as commitment fee for standby equity purchase agreement of Phoenix | 100 | 100 | |||||
Issuance of common stock of Phoenix for standby equity purchase agreement of Phoenix | 30 | 30 | |||||
Share-based compensation expense | 2,302 | 2,302 | 2,302 | ||||
Ending balance, value at Dec. 31, 2022 | $ 3 | $ 719,697 | $ (670,811) | $ (36,697) | $ 12,192 | $ 5,680 | $ 17,872 |
Ending balance, shares at Dec. 31, 2022 | 30,292,960 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (33,723) | $ (44,834) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,226 | 3,344 |
Amortization | 936 | 3,931 |
Loss on extinguishment of convertible bonds | 2,634 | 0 |
Change in fair value of derivative liability | 183 | (67) |
Write down for inventory | 148 | 983 |
(Reversal of) Provision for doubtful accounts | (993) | 2,735 |
Provision for prepaid and other current assets | 1,574 | 0 |
Impairment charges on long-lived assets | 1,955 | 0 |
Share-based compensation expense | 3,095 | 5,789 |
Restricted stock units issued to employees | 623 | 0 |
Amortization of right-of-use assets | 2,572 | 1,768 |
Amortization of debt discount on convertible bonds | 1,396 | 540 |
Change in deferred taxes | (468) | (1,082) |
Loss on disposal of property and equipment | (707) | (57) |
Non-cash interest expense | 461 | 0 |
Accrual of warranty reserve | 126 | 99 |
Gain on forgiveness of PPP loan | (5,094) | (205) |
Other non-cash expense | 100 | 34 |
Changes in operating assets and liabilities | ||
Accounts receivable | 338 | 1,185 |
Amount due from related parties | (102) | (36) |
Project assets | (1,835) | (6,008) |
Inventories | (6,772) | (7,065) |
Prepaid expenses and other assets | 410 | (4,565) |
Accounts payable | 5,740 | 8,547 |
Advances from customers | 4,213 | 3,628 |
Income taxes payable | 1,827 | 1,653 |
Accrued liabilities and other liabilities | 4,567 | 3,971 |
Lease liability | (2,396) | (1,772) |
Net cash used in operating activities | (15,966) | (27,484) |
Cash flows from investing activities: | ||
Proceeds from disposal of subsidiaries | 110 | 453 |
PDI asset purchase (Note 4) | 0 | (8,003) |
Acquisitions of property and equipment | (8,267) | (1,316) |
Net cash used in investing activities | (8,157) | (8,866) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | 1,161 | 13,591 |
Proceeds from issuance of convertible note | 2,000 | 16,000 |
Repayment of convertible notes | 0 | (13,935) |
Proceeds from exercise of employee stock options | 0 | 91 |
Proceeds from exercise of options issued to Lighting Charm Limited during disposition of SPI China | 0 | 1,091 |
Proceeds from exercise of Phoenix options | 138 | 0 |
Proceeds received from standby equity purchase agreement of Phoenix | 30 | 0 |
Proceeds from IPO of Phoenix | 13,438 | 0 |
Proceeds from line of credit and loans payable | 141,545 | 175,101 |
Repayments of line of credit and loans payable | (141,008) | (173,514) |
Net cash generated from financing activities | 17,304 | 18,425 |
Effect of exchange rate changes on cash | (39) | (4,012) |
Decrease in cash, cash equivalents and restricted cash | (6,858) | (21,937) |
Cash, cash equivalents and restricted cash at beginning of year | 17,845 | 39,782 |
Cash, cash equivalents and restricted cash at end of year | 10,987 | 17,845 |
Cash and cash equivalents | 3,533 | 9,765 |
Restricted cash | 6,743 | 8,080 |
Restricted cash, non current | 711 | 0 |
Total cash, cash equivalents, and restricted cash | 10,987 | 17,845 |
Supplemental cash flow information: | ||
Interest paid | 2,410 | 1,236 |
Income tax paid | 484 | 58 |
Non-cash activities: | ||
Derivative liabilities recorded as debt discount | 3,407 | 0 |
Right of use assets obtained in exchange for operating lease obligations | 3,450 | 8,502 |
Purchase of equipment on credit | 1,311 | 0 |
Reclassification from project asset to property and equipment | 681 | 3,683 |
Settlement of convertible bond by issuing ordinary shares | 8,659 | 0 |
Redemption of convertible bond by issuing ordinary shares | $ 535 | $ 4,375 |
Description of Business and Org
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2022 | |
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”) and its subsidiaries (collectively the “Group”) is engaged in the provision of photovoltaic (“PV”), roofing and solar energy systems installation, and electric vehicle (“EV”) 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. The Group started to engage in sales and leasing of new zero-emission EVs in U.S. from 2020 and engage in roofing and solar energy systems installation in U.S. from 2021. The Group also started to assemble solar modules for sale in U.S. in 2022. Organization The major subsidiaries of the Group as of December 31, 2022 are summarized as below: Schedule of major subsidiaries Major Subsidiaries Abbreviation Location SolarJuice Co., Ltd SolarJuice Cayman Solar Juice Pty Ltd. SJ Australia Australia Solarjuice American Inc. SJ US United States Solar4america Technology Inc. (formerly, Solarjuice Technology Inc.) SJT United States Italsolar S.r.l. SPI Italy Italy 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 Heliohrisi S.A. Heliohrisi Greece Thermi Sun S.A. Thermi Sun Greece Edisonfuture Inc. Edisonfuture United States Phoenix Motor Inc. Phoenix United States On January 1, 2017, the Group deconsolidated one of the major subsidiaries, Sinsin Renewable Investment Limited (“Sinsin”) due to loss of control and recognized the investment in Sinsin at the carrying amount of $ 69,606 69,606 61,617 61,219 2,843 2,702 On June 10, 2022, Phoenix Motor Inc. (“Phoenix”), the parent company of Phoenix Cars LLC and Phoenix Motorcars Leasing LLC, completed its initial public offering (“IPO”) and Phoenix’s shares have been listed on NASDAQ under the stock code “PEV” (“Phoenix IPO”). Phoenix issued 2,100,000 7.5 13,438 |
Going concern
Going concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | 2. Going concern The Group has recurring losses from operations. The Group has incurred a net loss of $ 33,723 107,741 15,966 For the next 12 months from the issuance date of these consolidated financial statements, the Group plans to continue implementing various measures to boost revenue and control the cost and expenses within an acceptable level. Such measures include: 1) negotiate with potential buyers on PV solar projects; 2) negotiate for postponing of convertible bond payments; 3) improve the profitability of the business in the United States; 4) proactively implement a robust capital market strategy that includes both debt and equity offerings to meet the Group’s financing needs; 5) strictly control and reduce business, marketing and advertising expenses and 6) seek for certain credit facilities. There is no assurance that the plans will be successfully implemented. If the Group fails to achieve these goals, the Group may need additional financing to repay debt obligations and execute its business plan, and the Group may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Group is unsuccessful in increasing its gross profit margin and reducing operating losses, the Group may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Group’s business, financial condition and results of operations 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. The 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). (b) Reclassification Certain prior year amounts in the consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications have not changed the results of operations of prior year. (c) Principles of Consolidation The consolidated financial statements include the financial statements of the Group, and its subsidiaries. All material inter-Group transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling interests. The Group accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. The Group deconsolidates a subsidiary when the Group 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. (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 Group’s consolidated financial statements include the allowance for doubtful accounts receivable and other receivable, the impairment of goodwill and long-lived assets, fair value of derivative liability and share based compensation. 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 Group and subsidiaries located in the United States is the United States dollar (“US$” or “$”). The functional currency of the Group’s subsidiaries located in the Hong Kong, Europe, United Kingdom, Japan, Canada and Australia are Hong Kong Dollar (“HKD”), EURO (“EUR”), British Pounds(“GBP”), Japanese Yen (“JPY”), Canadian Dollar (“CAD”) 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 measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Ÿ Level 1 — Quoted market prices in active markets for identical assets or liabilities. Ÿ Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs). Ÿ Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. 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) Business Combination Business combinations are recorded using the acquisition method of accounting and, accordingly, the acquired assets and liabilities are recorded at their fair market value at the date of acquisition. Any excess of acquisition cost over the fair value of the acquired assets and liabilities, including identifiable intangible assets, is recorded as goodwill. The Group charges acquisition related costs that are not part of the purchase price consideration to general and administrative expenses as they are incurred. Those costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. The Group evaluates whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. The adoption of this standard requires future purchases to be evaluated under the new framework. (h) Asset Acquisition When the Group acquires other entities, if the assets acquired and liabilities assumed do not constitute a business, the transaction is accounted for as an asset acquisition. Assets are recognized based on the cost, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Group’s books. If the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interest issued), measurement is based on either the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. The cost of a group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair value and does not give rise to goodwill. (i) 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 (j) Restricted Cash Restricted cash represent bank deposits with designated use, which cannot be withdrawn without certain approval or notice. As of December 31, 2022, the Group had restricted bank deposits of $ 7,454 5,491 542 710 461 250 As of December 31, 2021, the Group had restricted bank deposits of $ 8,080 6,140 1,940 (k) Accounts Receivable, net The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group's sales of PV components, revenue from roofing and solar energy systems installation, electricity revenue with PPA, sales of solar modules and sales of EVs and forklifts. The Group maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Accounts receivable is considered past due based on its contractual terms. In establishing the allowance, management considers historical losses, the financial condition, the accounts receivables aging, the payment patterns and the forecasted information in pooling basis upon the use of the Current Expected Credit Loss Model (“CECL Model”) in accordance with ASC topic 326, Financial Instruments - Credit Losses. Accounts receivable that are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There is a time lag between when the Group estimates a portion of or the entire account balances to be uncollectible and when a write off of the account balances is taken. 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. (l) Inventories Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average cost method. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead. Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, for estimated excess, obsolescence, or impaired balances if any. (m) 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 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 income (loss) in the consolidated statement of operations. The solar systems held for use within “property 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 revenues 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 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 income (loss) 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 of 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. Subsequent reversal of a previously recognized impairment loss is prohibited once the measurement of that loss is recognized. If the Group’s intended use of solar systems changed from held for development and sale within “project assets” to held for use within “property and equipment”, the solar systems should be measured in accordance with ASC 360-10-35-44 at the lower of (1) its carrying amount before the asset was classified as held for development and sale, adjusted for any depreciation or amortization expense that would have been recognized had the assets continued to be classified as held for use, or (2) the fair value at the date of the subsequent decision not to sell. Any adjustment to the carrying amount based on reclassifying the solar systems to held for use within “property and equipment” should be reflected in the income statement within continuing operations in the period the decision is made not to sell. (n) Property and Equipment, net The Group accounts for its property and equipment at cost, less accumulated depreciation and any impairment. 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: Schedule of estimated useful lives of property, plant and equipment Furniture, fixtures and equipment 5, 7 or 10 years Automobile 3, 5 or 7 years Bitcoin mining equipment 3 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 20 or 25 years Plant equipment 7 years (o) Intangible Assets other than Goodwill, net Intangible assets consist of customer relationships, technology, patents and other. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. (p) Impairment of Long-lived Assets The Group’s long-lived assets include property and equipment, project assets, right-of-use 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 from its use and eventual disposition 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 statement of operations would be recognized. As described in Note 7 and Note 21, the Company recorded impairment on project assets and right of use assets of $ 1,955 nil (q) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Group’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Group has an option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Group considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the quantitative impairment test, the Group compares the fair values of each reporting unit to its carrying amount, including goodwill. 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, the Group recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. There is no (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 Group 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, 2022 and 2021. The Group does not expect that the 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 have been notified that an examination is contemplated. (s) Revenue Recognition The Group adopted Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”). The Group’s accounting practices under ASC Topic 606 are as followings: The Group generates revenue from sales of PV components, roofing and solar energy systems installation, electricity revenue with Power Purchase Agreements (“PPAs”), sales of PV project assets, sales and leasing of EV and others for the years ended December 31, 2022 and 2021. Sale of PV components Revenue on sale of PV components includes one performance obligation of delivering the products and the revenue 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. Revenue from roofing and solar energy systems installation Revenue from roofing and solar energy system installation is recognized over time. For revenue from solar energy system installation, the Group’s only performance obligation is to design and install a customized solar energy system, or to reinstall the customer’s existing solar energy system. For revenue from roofing, the Group’s only performance obligation is to design and build the roof system per customer specifications. The Group’s roofing projects involve the construction of a specific roof systems in accordance with each customer’s selection; the Group’s solar energy system installations involve solar modules being retrofitted to existing consumer roofs using rails, then connected to the utility using an inverter system. For both solar energy system installation and roofing, typically jobs are completed within three months, the specific timing depends on the size of the job and the complexity of the job site, and the contract price includes all material and labor needed, and payments are collected based on specific milestones. The Group provides solar energy systems and roofing installation for various customers, such as homeowners and real estate developers, but the design and installation for each customer differs substantially on the basis of each customer’s needs and the type of shingle or roof that is placed with the solar energy system. The asset consequently has no alternative use to the Group because the customer specific design limits the Group’s practical ability to readily direct the solar energy system to another customer. As such the Group’s performance does not create an asset with an alternative use to the Group. Pursuant to the contract, the customers agree to pay for any costs, expenses and losses incurred by the Group upon termination, and therefore, revenue is recognized over time according to ASC 606-10-25-27(c). For both solar energy system installation and roofing, all costs to obtain and fulfill contracts associated with system sales and other product sales are expensed to cost of revenue when the corresponding revenue is recognized. The Group recognizes revenue using a cost-based input method that recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated cost of the contract, to determine the Group’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The total estimated cost of the contract constitutes of material cost and labor cost, and are developed based on the size and specific situation of different jobs. Changes in estimates mainly due to: (i) unforeseen field conditions that impacts the estimated workload, and (ii) change of the unit price of material or labor cost. If the estimated total costs on any contract are greater than the net contract revenues, the Group recognizes the entire estimated loss in the period the loss becomes known. 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. Revenue from sales and leasing of EV The Group recognizes revenue from sales of EV at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer for EV sales. The Group determined that the government grants related to sales of EV should be considered as part of the transaction price because it is granted to the EV buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. EV leasing revenue includes revenue recognized under lease accounting guidance for direct leasing programs. The Group accounts for these leasing transactions as operating leases under ASC 842 Leases, and revenues are recognized on a straight-line basis over the contractual term. Other revenue Other revenue mainly consist of sales of self-assembled solar modules, sales of component and charging stations, sales of forklifts, engineering and maintenance service, shipping and delivery service, sales of pre-development solar projects and others. Other revenues are recognized at a point in time following the transfer of control of such service or products to the customer, which typically occurs upon shipment of product or acceptance of the customer depending on the terms of the underlying contracts. Disaggregation of revenues The following table illustrates the disaggregation of revenue by revenue stream for the years ended December 31, 2022 and 2021: Schedule of disaggregation of revenues By revenue stream For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 132,025 $ – $ – $ – $ 929 $ 132,954 Japan – – – – 80 80 Italy – – 1,019 – – 1,019 United States 1,905 25,899 108 2,340 8,615 38,867 United Kingdom – – 2,053 – – 2,053 Greece – – 2,545 – – 2,545 Total $ 133,930 $ 25,899 $ 5,725 $ 2,340 $ 9,624 $ 177,518 By revenue stream For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 123,138 $ – $ – $ – $ 1,110 $ 124,248 Japan – – – – 65 65 Italy – – 690 – – 690 United States – 29,028 – 2,336 1,729 33,093 United Kingdom – – 1,211 – – 1,211 Greece – – 2,686 – – 2,686 Total $ 123,138 $ 29,028 $ 4,587 $ 2,336 $ 2,904 $ 161,993 Schedule of revenue by timing By timing of revenue recognition For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 133,930 $ – $ 5,725 $ 1,789 $ 9,624 $ 151,068 Service transferred over time – 25,899 – – – 25,899 On a straight-line basis under ASC 842 – – – 551 – 551 Total $ 133,930 $ 25,899 5,725 $ 2,340 $ 9,624 $ 177,518 By timing of revenue recognition For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 123,138 $ – $ 4,587 $ 1,750 $ 2,904 $ 132,379 Service transferred over time – 29,028 – – – 29,028 On a straight-line basis under ASC 842 – – – 586 – 586 Total $ 123,138 $ 29,028 4,587 $ 2,336 $ 2,904 $ 161,993 Contract balance The following table provides information about contract assets and contract liabilities from contracts with customers: Schedule of accounts receivables and contract liabilities December 31, 2022 December 31, 2021 Accounts receivable $ 22,691 $ 22,599 Contract assets $ 1,403 $ 1,621 Advance from customers $ 8,634 $ 4,210 The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date, primarily for the revenue from roofing and solar energy systems installation in the United States. The contract assets are transferred to receivables when the rights become unconditional after billing is issued. Advance from customers, which representing a contract liability, represents mostly unrecognized revenue amount received from customers. Advance from customers is recognized as (or when) the Group performs under the contract. During the years ended December 31, 2022 and 2021, the Group recognized $ 4,210 1,377 (t) Government Grant The Group receives grants from government agencies related to electricity revenue with PPAs , For the year ended December 31, 2022 and 2021, the amount of governmental grant recognized as revenue from sales of electricity revenue with PPAs was $ 3,865 3,872 For the year ended December 31, 2022 and 2021, the amount of governmental grant recognized as revenue from sales of EVs and chargers was $ 895 1,243 For the year ended December 31, 2022 and 2021,the amount of governmental grant recognized as reductions of the cost of revenues for EV leasing was $ 214 252 As of December 31, 2022 and 2021, the balances of government grants received were included in deferred income with amount of $ 503 714 (u) Warranties Workmanship Warranty for roofing and solar energy sys |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions Purchase agreements with Petersen-Dean, Inc. (“PDI”) Petersen-Dean, Inc. (“PDI”) specialized in residential roofing and solar systems installations and went bankruptcy in late 2020. On January 6, 2021 and February 25, 2021 respectively, SJ US participated in two of court auctions and emerged as the highest bidder for two asset packages, one for PDI’s consumer contracts and one for all remaining operating assets in the final auction, with total consideration of $ 7,239 7,725 278 11,000 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 5. Accounts Receivable, Net The accounts receivable, net as of December 31, 2022 and 2021 consisted of the following: Schedule of accounts receivable December 31, December 31, 2022 2021 Accounts receivable $ 24,441 $ 25,419 Less: Allowance for credit losses (1,750 ) (2,820 ) Accounts receivable, net $ 22,691 $ 22,599 The movements of allowance for credit losses are as follows: Allowance for doubtful accounts roll forward 2022 2021 Balance as of January 1 $ 2,820 $ 245 Addition 1,223 2,760 Reversal (2,216 ) (25 ) Written off (59 ) (150 ) Foreign currency translation difference (18 ) (10 ) Balance as of December 31 $ 1,750 $ 2,820 On March 18, 2018, SJ Australia entered into debtor finance agreements with Scottish Pacific Business Finance (“Scottish Pacific”). On February 26, 2021, SJ US entered into debtor finance agreements with LSQ, whereby LSQ provided SJ US invoice discounting facility. On December 28, 2022, SJ US settled all remaining loan balances and terminated debtor financing agreement with LSQ (see Note 13). As of December 31, 2022, all the outstanding accounts receivable of SJ Australia was pledged to Scottish Pacific for a total gross amount of $ 18,074 18,112 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories as of December 31, 2022 and 2021 consisted of the following: Schedule of inventories December 31, December 31, 2022 2021 Finished goods $ 22,074 $ 17,108 Goods in transit 737 2,846 Work in process 1,529 582 Raw materials 4,647 2,706 Total inventories $ 28,987 $ 23,242 During the years ended December 31, 2022 and 2021, inventories were written down by $ 148 983 |
Project Assets
Project Assets | 12 Months Ended |
Dec. 31, 2022 | |
Project Assets | |
Project Assets | 7. Project Assets Project assets as of December 31, 2022 and 2021 consisted of the following: Summary of project assets December 31, December 31, 2022 2021 Project assets completed for sale $ 10,931 $ 10,353 Project assets under development 14,621 14,562 Total project assets $ 25,552 $ 24,915 Current * $ 10,634 $ 8,946 Noncurrent $ 14,918 $ 15,969 * The current portion of the project assets represents the carrying value of projects that are expected to be sold within 1 year. During the years ended December 31, 2022 and 2021, impairment losses of $ 370 0 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets, Net | 8. Prepaid Expenses and Other Current Assets, Net Prepaid expenses and other current assets, net as of December 31, 2022 and 2021 consisted of the following: Summary of prepaid expenses and other current assets December 31, December 31, 2022 2021 Deposit and prepayment, net of provision of $ 10,090 10,564 $ 6,333 $ 7,726 Other receivable, net of provision of $ 3,409 2,306 1,300 1,858 Total prepaid expenses and other current assets, net $ 7,633 $ 9,584 (a) Deposit and Prepayment Deposit and prepayment as of December 31, 2022 primarily include: i) purchase deposit and rent deposit of $ 3,865 2,506 2,468 5,166 (b) Other receivable Other receivable as of December 31, 2022 mainly included: value-added tax recoverable of Australia of $ 840 97 1,389 During the years ended December 31, 2022 and 2021, provision for prepaid and other current assets of $ 1,574 0 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 9. Intangible Assets, Net Intangible assets, net as of December 31, 2022 and 2021 consisted of the following: Schedule of intangible assets Useful Life Accumulated Impairment (in months) Gross Amortization Charge Net As of December 31, 2022 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationships 120 7,642 (5,470 ) (1,430 ) 742 Tradename 60 1,400 (607 ) – 793 Technology 60 1,574 (682 ) – 892 Other 60 84 370 (210 ) – 160 $ 13,686 $ (9,669 ) $ (1,430 ) $ 2,587 As of December 31, 2021 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationships 120 7,642 (5,193 ) (1,519 ) 930 Tradename 60 1,400 (327 ) – 1,073 Technology 60 1,574 (367 ) – 1,207 Other 60 84 369 (146 ) – 223 $ 13,685 $ (8,733 ) $ (1,519 ) $ 3,433 The customer relationship was mainly contributed by the acquisition of SJ Australia in May 2015 and assets purchased from PDI in February 2021 (see Note 4). The customer relationship with clients of SJ Australia was the key driver of the revenue, which was expected to bring further economic benefit to the Group’s business, the balance of customer relationship for SJ Australia is amortized over the useful life of 10 years. The customer relationship for SJ US mainly represented the customer contracts in process, the Company could continue the execution of the contracts to generate profit by inputting material and labor cost. As of December 31, 2022, all the contracts in process purchased have either been executed or forfeited, and the cost has been fully amortized during the year ended December 31, 2021. The tradename and technology were contributed by the acquisition of Phoenix in the year of 2020. As tradename and technology were the key drivers of the revenue for Phoenix, which were expected to bring further economic benefit to the Group’s business, the tradename and technology were separately identified as intangible assets on the acquisition date. The balances are amortized over the useful life of 5 years. No 936 3,931 As of December 31, 2022, the estimated future amortization expense related to intangible assets is as follows: Schedule of future amortization expense Year ending December 31, USD 2023 $ 935 2024 935 2025 717 2026 – 2027 and thereafter – $ 2,587 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net as of December 31, 2022 and 2021 consisted of the following: Schedule of property, plant and equipment, net December 31, December 31, 2022 2021 Photovoltaic solar systems $ 33,354 $ 34,487 Plant equipment 12,796 3,138 Automobile 4,344 4,673 Furniture, fixtures and equipment 2,098 2,545 Leasehold improvements 455 332 Bitcoin mining equipment – 1,910 53,047 47,085 Less: accumulated depreciation (11,491 ) (11,335 ) $ 41,556 $ 35,750 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 and equipment was $ 3,226 3,344 No |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 11. Fair Value Measurement Assets and liabilities measured at fair value on a recurring basis As of December 31, 2022, the derivative liability was measured at fair value on a recurring basis in periods subsequent to their initial recognition using Monte Carlo Simulation model, which were classified in Level 3 of the fair value hierarchy. The Group identified derivative instruments arising from embedded conversion features in the convertible promissory note issued to Streeterville Capital, LLC (“Streeteryille”) (see Note 14). The following table presents the quantitative information about the Group’s Level 3 fair value measurements of derivative liability on a recurring basis in 2022, which utilize significant unobservable internally-developed inputs: Schedule of fair value measurements of derivative liability on a recurring basis Valuation techniques Unobservable inputs Range of rates Derivative liability in 2022 related to Streeterville convertible bond Monte Carlo Simulation Expected term 0.87-1.04 Risk-free interest rate 4.44%-4.63% Expected volatility 86.2%-87.3% Expected dividend yield 0 Derivative liability as of December 31, 2022 and 2021 is $ 3,406 and nil (183) and $ 67 recorded in the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. Assets measured at fair value on a nonrecurring basis The Company measures its property, equipment, and intangible assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. Goodwill is evaluated for impairment annually or more frequently if events or conditions indicate the carrying value of a reporting unit may be greater than its fair value. Impairment testing compares the carrying amount of the reporting unit with its fair value. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 12. Accrued Liabilities Accrued liabilities as of December 31, 2022 and 2021 are as follows: Schedule of accrued liabilities December 31, 2022 December 31, 2021 Other payable $ 7,825 $ 4,294 Tax penalty payable (a) 2,780 2,780 Accrued expense 1,879 786 Other tax payables 2,387 1,086 Other accrual and payables 1,101 1,148 Total accrued liabilities $ 15,972 $ 10,094 (a) Tax Penalty Payable The tax penalty payable as of December 31, 2022 and 2021, represented the accrued tax penalty and interest since the Group was late for filing the United States Federal and State income tax returns for the years ended December 31, 2017 and 2016. On May 27, 2019 and February 20, 2020, IRS issued a notice to the Group which assessed penalties for Federal income tax for the tax years ended December 31, 2017 and 2016 in the amount of $1,190 and $1,290 plus interest, respectively. On September 6, 2021 the Group received another notice from IRS which assessed penalties for Federal income tax for the tax years ended December 31, 2017 in the amount of $1,193 plus interest. The Group assessed it as a substation for the original letter received in 2019 as they were for the same period with same principal penalty amount with different addressee, which changed from SPI Solar Inc., a subsidiary of the Group to SPI Energy Co. Ltd and Subsidiaries, thus no additional provision of penalty was made. The Group has not received any other notices from IRS regarding the tax penalties. |
Short-term Borrowings and Long-
Short-term Borrowings and Long-term Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings and Long-term Borrowings | 13. Short-term Borrowings and Long-term Borrowings Schedule of short and long-term borrowings December 31, 2022 December 31, 2021 Debtor finance $ 4,580 $ 3,677 Other short-term borrowings 5,113 5,111 Current portion of long-term borrowings 371 332 Total short-term borrowings and current portion of long-term borrowings 10,064 9,120 Long-term bank borrowings 6,818 12,366 Other long-term borrowings 150 766 Total long-term borrowings 6,968 13,132 Less: current portion of long-term borrowings (371 ) (332 ) Total long-term borrowings, excluding current portion 6,597 12,800 Total borrowings $ 16,661 $ 21,920 As of December 31, 2022, the maturities of the long-term borrowings are as follows: Schedule of maturities of the long-term borrowings USD 2023 $ 371 2024 423 2025 474 2026 514 2027 5,052 Thereafter 134 $ 6,968 Debtor Finance The Group’s subsidiary, SJ Australia, entered into debtor finance agreements with Scottish Pacific Group Limited ( The Group’s subsidiary, SJ US, entered into debtor finance agreement with LSQ on February 24, 2021, whereby LSQ provided SJ US invoice discounting facility with a limit of 85% of outstanding invoices, at funds usage daily fee of 0.0222% to 0.0333% per day based on the average amount of balance. LSQ shall maintain a reserve account from which to make advances to SJ US. Debtors of SJ US will pay directly to the account established by LSQ for repayment. On December 28, 2022, SJ US settled all remaining loan balances and terminated debtor financing agreement with LSQ. PPP Loan On May 5, 2020, Phoenix was granted a loan from Zions Bancorporation, N.A. dba California Bank & Trust in the aggregate amount of $ 551 551 586 586 On April 8, 2020, SPI Solar Inc., a subsidiary of the Group, was granted a PPP loan in the amount of $ 163 42 205 On May 18, 2021, SJ US was granted a PPP loan from East West Bank in the amount of $ 4,508 May 17, 2026 4,508 There is no EIDL Loan On May 26, 2020, Phoenix was granted a loan from the U.S. Small Business Association in the aggregate amount of $ 150 The EIDL Loan, which was in the form of a promissory note (the “EIDL Note”) dated May 26, 2020, matures on May 26, 2050 3.75 EWB Loan On February 24, 2021, SJ US was granted a loan from the East West Bank in the amount of $ 5,000 February 23, 2022 3.25 5,000 the loan was extended from February 23, 2022 to February 23, 2023 Long-term bank borrowing As of December 31, 2022, long-term bank borrowings primarily represent: 1) a 10-year long term loan borrowed from Santander Bank in the amount of $ 5,068 5,918 February 16, 2027 3,794 3.96 1,274 2.84 . 1,750 1,940 May 19 2027 The interest expense of bank loans were $ 1,256 1,214 10.96 9.02 |
Convertible Bonds
Convertible Bonds | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Bonds | |
Convertible Bonds | 14. Convertible Bonds Schedule of Convertible Bonds December 31, 2022 December 31, 2021 Brilliant King Group Limited (1) $ 12,000 $ 12,000 Poseidon Sports Limited (1) 3,000 3,000 Vision Edge Limited (1) 20,000 20,000 Streeterville Capital, LLC (2) 7,676 13,603 Total convertible bonds, net of unamortized debt discount $ 42,676 $ 48,603 (1) 2014 and 2015 Convertible Promissory Note and Amendments In December 2014 and June 2015, the Group entered into three convertible promissory note purchase agreements with Brilliant King Group Limited (“Brilliant King”), Poseidon Sports Limited (“Poseidon”) and Vision Edge Limited (“Vision Edge”), respectively, whereby the Group agreed to sell and issue to these three investors convertible promissory notes in an aggregate principal amount of $35,000. The convertible notes bore no interest, and might be partially or wholly converted into shares of the Group’s ordinary shares at any time prior to maturity at the option of the investor. The convertible promissory notes with Brilliant King and Poseidon were due and payable on June 11, 2016; the convertible promissory note with Vision Edge was due and payable on June 29, 2016, the conversion option of these convertible bonds had expired after the due dates. The Group defaulted the payment for all above outstanding convertible bonds of $35,000 in June 2016. The convertible notes bore no interest, and there were no default terms including default interest or penalty stated in the above convertible promissory notes. Both the Brilliant King Note and the Vision Edge Note were personally guaranteed by the Group’s Chairman of Board of Directors and Chief Executive Officer, Mr. Xiaofeng Peng. While the Group has been in negotiations with these bond holders, no updated settlement arrangements have been reached. (2) 2021 and 2022 Convertible Promissory Note with Streeterville Capital, LLC and Amendments On February 1, 2021, June 9, 2021, September 30, 2021 and November 12, 2021, the Group entered into convertible promissory notes purchase agreement with Streeterville Capital, LLC (“Streeterville”) with an aggregate principal amount of $ 16,840 2,110 10 Streeterville could redeem any portion of the note, at any time after six months from the issue date, subject to a maximum monthly redemption amount of $700 for 2021 Note and $350 for 2022 Note, the Group have the option to pay such redemptions in cash or the Company’s ordinary shares at the redemption conversion price, or by a combination thereof. The Group shall be required to pay the redemption amount in cash, if on the applicable redemption Date: (a) there is an Equity Conditions Failure, and such failure is not waived in writing by Lender; or (b) the closing trade price on the trading day immediately preceding the redemption date was less than $25.00 per share. “ The Group issued 3,216,846 2,634 On October 28, 2022, the Group made an amendment to the 2021 Note to extend the maturity for an additional 1 year from the original maturity date for each of the remaining 2021 Note, the extension fee equal to two percent of the outstanding balances of the Note as of June 9, 2022, September 30, 2022 and November 12, 2022, which equal $ 30 72 93 The Group deems the two amendments to the 2021 Note are substantively one amendment and evaluated the amendment in accordance with ASC 470, Debt (“ASC 470”). As the effective borrowing rate under the restructured agreement is less than the effective borrowing rate on the old agreement and as a concession is deemed to have been granted under ASC 470-60-55-10, the amendment is to be accounted for as a troubled debt restructuring under ASC 470-60. For the extension fee, as the extension fee is not incurred in granting equity interests and there is no gain recognized on restructuring because carrying amount of the payable is not larger than total undiscounted future cash flows, the extension fee was expensed for the year ended December 31, 2022. The Group determines that the redemption feature embedded within the amended 2021 Note meets the definition of an embedded derivative and the Group estimates a fair value of the derivative liability using the Mento Carlo Simulation Model at the date of amendment. As the fair value of the derivative liability is less than the face value of the convertible debt, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The Group issued 301,724 The Group recorded a total of $ 3,407 1,313 11.55 The Group recorded a total of $ 110 10 100 83 As of December 31, 2022 and 2021, the carrying amounts of the Group’s convertible bonds are $ 42,676 48,603 2,560 438 On February 16, 2023, Streeterville delivered a Redemption Notice to the Group to redeem $350 of the 2022 Note with a deadline to pay the Redemption Amount by February 22, 2023. the Group failed to pay the Redemption Amount on time and such failure to pay is an Event of Default under the 2022 Note. Due to this Event of Default, (i) the base interest of the 2022 Note was increased to 15% per annum; (ii) the outstanding balance of the 2022 Note was increased by 15%; and (iii) the entire outstanding balance of the 2022 Note was accelerated and due on March 3, 2023 (See Note 22(b) and Note 26). As of April 14, 2023, the Group has not made payments of the outstanding balance of the 2022 Note and the entire 2022 Note was in default. |
Amount Due to an Affiliate
Amount Due to an Affiliate | 12 Months Ended |
Dec. 31, 2022 | |
Amount Due To Affiliate | |
Amount Due to an Affiliate | 15. Amount Due to an Affiliate Schedule of amounts due to an affiliate December 31, December 31, 2022 2021 Amount due to an affiliate, current Payment made by Sinsin on behalf of the Group $ 10,548 $ 10,603 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 16. Equity On November 12, 2020, the Group completed the acquisition of Phoenix. The consideration paid for the acquisition also included ordinary shares committed to be issued for employee incentive plan, which are non-forfeitable shares and would be issued to employees in six months after acquisition date. In July 2021, the Company issued 71,327 42,442 On February 8, 2021, the Group issued 1,365,375 13,591 10.79 On March 6, 2021, the Company issued 5,000 On December 22, 2022, the Group issued 1,150,000 1.01 In 2018 when the Group disposed business in China, the Group granted Lighting Charm Limited options to purchase up to 1,000,000 3.82 285,500 During the year ended December 31, 2022, $ 8,659 3,216,846 535 301,724 1,925 444,917 2,450 630,252 During the years ended December 31, 2022 and 2021, the Group issued 229,888 184,000 nil 310,500 |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 17. Noncontrolling Interests In June 2022, the Group’s subsidiary, Phoenix, issued its shares of common stock in its IPO (see Note 1). The Group and the non-controlling shareholders own 89% 11 2,094 793 138 61,421 30 86 14 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 18. Share-based Compensation During the years ended December 31, 2022 and 2021, the share-based compensation expenses were $ 3,718 5,789 Summary of consolidated stock-based compensation expense, by type of awards For the Years Ended December 31, December 31, 2022 2021 Employee stock options $ 3,095 $ 4,593 Restricted share grants 623 1,196 Total share-based compensation expense $ 3,718 $ 5,789 The following table summarizes the consolidated share-based compensation by line items: Summary of consolidated stock-based compensation by line items For the Years Ended December 31, 2022 December 31, 2021 General and administrative $ 3,700 $ 5,771 Sales, marketing and customer service 18 18 Total share-based compensation expense, net of nil income taxes $ 3,718 $ 5,789 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: (a) 2015 Equity Incentive Plan Summary of assumptions used in the determination of the fair value of share-based payment awards using the Black-Scholes model for stock option grants For the Years Ended December 31, 2022 December 31, 2021 Expected term – 6.25 Risk-free interest rate – 0.11 0.16 Expected volatility – 713 719 Expected dividend yield – 0 (b) 2021 Equity Incentive Plan of Phoenix For the Years Ended December 31, 2022 December 31, 2021 Expected term 6.25 1 3 Risk-free interest rate 3.04 3.97 1.52 Expected volatility 137.7 169.3 64.4 69.0 Expected dividend yield 0 0 (c) 2021 SolarJuice Equity Incentive Plan For the Years Ended December 31, 2022 December 31, 2021 Expected term 6.25 3 Risk-free interest rate 2.94 3.93 1.52 Expected volatility 73.54 74.17 45.3 Expected dividend yield 0 0 Equity Incentive Plan (a) 2015 Equity Incentive Plan On May 8, 2015, the Group adopted the 2015 Equity Incentive Plan (the “2015 Plan”) which permits the Group to grant stock options to directors, officers or employees of the Group or others to purchase ordinary shares of the Company through awards of incentive and nonqualified stock options (“Option”), Restricted Stock or Unrestricted Stock and stock appreciation rights (“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 Group. The option price per share shall be determined by the compensation committee of the Board (“Compensation Committee”), unless expressly approved by the Compensation Committee, the option price shall not be less than 100% of the fair market value of the shares on the date an option is granted. No During the years ended December 31, 2022 and 2021, the Board of Directors approved the grants of Restricted Stock Units (“RSUs”) to core management members and other management, pursuant to the terms of the 2015 Plan. The total number of RSUs granted were 229,888 and 184,000 The following table summarizes the Group’s stock option activities: Summary of stock option activities Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 388,900 10 7.52 $ 486 Granted 969,000 7 Exercised (25,000 ) 4 Forfeited/expired (117,000 ) 11 Outstanding as of December 31, 2021 1,215,900 8 9.04 $ 82 Granted – – Exercised – – Forfeited/expired – – Outstanding as of December 31, 2022 1,215,900 7 7.87 1 Exercisable as of December 31, 2022 440,150 6 7.35 $ 1 Non-vested as of December 31, 2022 775,750 7 The following table presents the exercise price and remaining life information for options exercisable at December 31, 2022: 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 1,000 2.08 $ 172.00 – $ 40 117 14,600 3.33 $ 62.03 – $ 3 39 412,050 7.52 $ 7.54 – $ 1 2 12,500 6.80 $ 1.61 1 440,150 7.35 6.36 1 The following table presents a summary of the restricted stock awards: Summary of restricted stock awards Number of Shares Weighted Average Grant-Date Fair Value Restricted stock units at December 31, 2020 – – Granted 184,000 $ 6.34 Vested (184,000 ) $ 6.34 Restricted stock units at December 31, 2021 – – Granted 229,888 $ 2.71 Vested (229,888 ) $ 2.71 Restricted stock units at December 31, 2022 – – (b) 2021 Equity Incentive Plan of Phoenix On January 24, 2021, Phoenix has adopted the 2021 Equity Incentive Plan (the “2021 Plan”) which permits Phoenix to grant stock options to directors, officers or employees of Phoenix or others to purchase shares of common stock of Phoenix through awards of incentive and nonqualified stock options (“Option”). The total number of shares may be issued under the 2021 Plan is 9% of the number of issued and outstanding common stocks of Phoenix. The options are subject to a vesting schedule that vests 25% of granted options per year over the next four years. The following table summarizes the Phoenix’s stock option activities: Schedule of Phoenix's stock option activities Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 – – – $ – Granted 2,040,500 $ 1.72 Exercised – Forfeited/expired (354,000 ) $ 1.72 Outstanding as of December 31, 2021 1,686,500 $ 1.72 9.45 $ 2,091 Granted 888,000 1.70 Exercised (80,625 ) Forfeited/expired (731,375 ) 1.72 Outstanding as of December 31, 2022 1,762,500 1.71 8.93 16 Exercisable as of December 31, 2022 212,063 1.63 8.25 12 Expected to vest as of December 31, 2022 1,550,437 $ 1.72 Unrestricted stock units granted by Phoenix During the year ended December 31, 2022, the Board of Directors of Phoenix approved the grants of unrestricted stock units to core management members and other management, pursuant to the terms of the 2021 Plan. The total number of unrestricted stock units granted was 505,000 793 (c) 2021 SolarJuice Equity Incentive Plan On May 17, 2021, options to purchase 1,529,290 1.92 1.72 On July 6, 2022 and October 1,2022, options to purchase 272,502 106,250 2.11 7.26 4.36 4.19 The following table summarizes the SolarJuice’s stock option activities: Schedule of SJ group stock option activities Shares Weighted- Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 – – – $ – Granted 1,529,290 $ 1.92 Exercised – Forfeited/expired (413,215 ) $ 1.92 Outstanding as of December 31, 2021 1,116,075 $ 1.92 9.44 $ 1,607 Granted 378,752 3.56 Exercised – Forfeited/expired (450,179 ) 1.92 Outstanding as of December 31, 2022 1,044,648 2.51 8.80 3,861 Vested and exercisable as of December 31, 2022 166,474 1.92 8.36 694 Non-vested as of December 31, 2022 878,174 $ 2.63 Other Stock-based Compensation On January 24, 2021, an option to purchase 1,050,000 1.29 On February 28, 2021, options to purchase 1,500,000 1.92 Xiaofeng Denton Peng, the chairman of the Board of Directors of the Group. The option fair value as of the grant day is $ 1.72 There were no changes to the contractual life of any fully vested options during the years ended December 31, 2022 and 2021. As of December 31, 2022, there were $ 9,663 2.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes Income / (loss) before provision for income taxes is attributable to the following geographic locations for the years ended December 31: Schedule of loss before provision for income taxes by geographic locations For the years ended December 31, 2022 2021 United States $ (35,293 ) $ (45,860 ) Foreign Countries 3,562 2,480 Total loss before income taxes $ (31,731 ) $ (43,380 ) The provision for income taxes consists of the following for the years ended December 31: Schedule of provision for income taxes For the years ended December 31, 2022 2021 Current tax: Federal tax $ – $ – State tax 21 4 Foreign countries 2,439 1,672 Total current tax 2,460 1,676 Deferred tax: Federal tax $ – – State tax – – Foreign countries (468 ) (222 ) Total deferred tax (468 ) (222 ) Total provision for income taxes $ 1,992 $ 1,454 The reconciliation between the actual income tax expense and income tax computed by applying the statutory U.S. Federal income tax rate for the years ended December 31 is as follows: Schedule pre-tax (loss) income before provision for income taxes For the years ended December 31, 2022 2021 Provision for income taxes at U.S. Federal statutory rate $ (6,664 ) $ (9,110 ) State taxes, net of federal benefit (3,958 ) (10 ) Foreign taxes at different rate 730 869 Non-deductible expenses 47 12 Valuation allowance 16,382 9,645 Other (475 ) (82 ) Share Based Compensation 145 130 Deferred True-up (3,473 ) – Credits (742 ) – Total provision for income taxes $ 1,992 $ 1,454 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. Presented below are the significant components of the Group’s deferred tax assets and liabilities for federal, state and foreign income taxes at December 31: Schedule of deferred tax assets and liabilities As of December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 97,622 $ 86,624 Impairment of property and equipment, and project assets 86 541 Temporary differences due to accrued warranty costs 83 103 Investment in subsidiaries 3,777 4,459 Credits 1,246 16 Allowance for bad debts 2,021 2,076 Fair value adjustment arising from subsidiaries acquisition 26 30 Stock compensation 2,790 1,861 Unrealized loss on derivatives 5,918 5,095 Unrealized investment loss 3,963 3,407 Other temporary differences 11,101 7,726 Valuation allowance (128,152 ) (111,770 ) Total deferred tax assets 479 168 Deferred tax liabilities: Fair value adjustment arising from subsidiaries acquisition (2,673 ) (2,970 ) Total deferred tax liabilities (2,673 ) (2,970 ) Net deferred tax liabilities $ (2,194 ) $ (2,802 ) As of December 31, 2022, the Group had a net operating loss carry forward for federal income tax purposes of approximately $ 396,601 86,156 310,445 181,865 17,743 758 488 Utilization of the federal and state net operating losses may be subject to certain annual limitations under IRC Section 382 due to the “change in ownership” provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Group has a full valuation allowance against US federal and state net operating losses. 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 $ 13,915 9,645 The Group had no The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Tax Cuts and Jobs Act included a sunset provision such that Research and Experimental Expenses incurred after December 31, 2021 are capitalized and amortized. US R&E expenses are amortized over five years and non-US R&E expenses are amortized over fifteen years. As part of the December 31, 2022 tax provision calculation, the Group added back to taxable income, research expenditures of $ 1,472 5 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 20. Net Loss Per Share As a result of the net loss for the years ended December 31, 2022 and 2021, 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: Schedule of calculation of basic and diluted net loss per share December 31, 2022 2021 Numerator: Net loss attributable to shareholders of SPI Energy Co., Ltd. $ (33,421 ) $ (45,491 ) Denominator: Weighted-average number of ordinary shares-basic and diluted 26,513,193 24,192,815 Basic and diluted net loss per share $ (1.3 ) $ (1.9 ) For the years ended December 31, 2022 and 2021, the following securities were excluded from the computation of diluted net loss per share as inclusion would have been anti-dilutive. Schedule securities excluded from the computation of diluted net loss per share For years ended December 31, 2022 2021 In-the-money share options and non-vested restricted stock 5,000 53,300 Convertible bonds (Note 14) 511,778 702,000 Total 516,778 755,300 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 21. Leases The Group has operating leases for its PV stations office facilities, and certain warehouses. The Group's leases have remaining terms of less than one year to approximately twenty years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Group recognizes lease expense for these leases on a straight-line basis over the lease term. The operating lease expenses were $ 2,395 1,772 In July 2022, the Group made a decision that SJ US would pause its roofing and solar energy system installation business in the states of Florida, Texas, Nevada and Colorado, due to insufficient business volume and profitability in those four states. In August 2022, the Group provided its notice to terminate the leases for its offices in Colorado, Florida, Nevada and Texas to the respective landlords. The total lease termination costs for these four locations were about $ 150 151 151 Right-of-use assets, along with other long-lived assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In 2022, the Group identified indicators of impairment for long-lived assets held by SJ US due to gross loss generated from roofing and solar energy systems installation business. For right-of-use assets held by SJ US, the Group performed a recoverability test, comparing estimated undiscounted cash flows to the carrying value of the related long-lived assets within the asset group and considered that the carrying amount is not recoverable. The Group recorded an impairment charge of $ 1,585 no Maturities of operating lease liabilities as of December 31, 2022 were as follow: Maturities of operating lease liabilities Maturity of Lease Liabilities Operating Leases 2023 $ 2,571 2024 2,200 2025 2,558 2026 2,689 2027 1,869 Thereafter 11,825 Total lease payments 23,712 Less: interest (7,849 ) Present value of lease payments $ 15,863 Operating lease liabilities, current $ 1,607 Operating lease liabilities, noncurrent $ 14,256 Supplemental information related to operating leases was as follows: Supplemental information related to operating leases For the years ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities $ 2,395 $ 1,772 New operating lease assets obtained in exchange for operating lease liabilities $ 3,450 $ 8,502 As of December 31, 2022 and 2021, the operating leases had a weighted average remaining lease term of 12.7 12.3 6.16 6.16 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies (a) Capital and Other Commitments As of December 31, 2022, the Group had other commitments of approximately $ 1,112 (b) Contingencies On January 26, 2018, Sinsin Group filed a complaint against the Group requesting the payment of outstanding purchase price and related interest of $43,595 (EUR 38,054). On June 25, 2018, an interim measures judgment was made which appointed an interim management of Sinsin, consisting of two members elected by Sinsin Group and one member elected by the Group. The interim management would manage the bank accounts of Sinsin and collect the proceeds of electric energy revenue. On October 29, 2020, an arbitration decision was made that the Group will need to pay the outstanding purchase price of $43,595 (EUR 38,054), together with interest at 6% accruing from November 20, 2015 on half of the outstanding purchase and from June 30, 2016 on the remaining half of the outstanding purchase price to the date of eventual payment. The Group filed an application for appeals in the court of Malta but was turned down by the court of Malta in November 2021. The Group furtherly filed an application of retrial and suspension of the enforcement of the awards. The application of retrial was rejected by the court of Malta on March 30, 2022. On November 2, 2022, Sinsin filed an action to confirm these arbitral awards pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958 (“New York Convention”) as implemented by the Federal Arbitration Act (“FAA”) before U.S. District Court Eastern District of California, and the management is in progress of negotiation with Sinsin to achieve a settlement to suspend the enforcement of the arbitration decision. On April 11, 2023, Sinsin filed a motion seeking leave to amend its petition to add a request for an award of attorneys’ fees incurred in connection with the petition, add detail on the allegedly owed costs and liabilities, and request that the court issue an injunction against asset dissipation pending satisfaction of the requested judgment. The Group will be opposing the motion for leave to amend, and the hearing is set for May 18, 2023. On February 16, 2023, Streeterville delivered a Redemption Notice to the Group to redeem $350 of the 2022 Note with a deadline to pay the Redemption Amount by February 22, 2023 (See Note 14 and Note 26). The Group failed to pay the Redemption Amount on time and such failure to pay is an Event of Default under the 2022 Note. Due to this Event of Default, (i) the base interest of the 2022 Note was increased to 15% per annum; (ii) the outstanding balance of the 2022 Note was increased by 15%; and (iii) the entire outstanding balance of the 2022 Note was accelerated and due on March 3, 2023. The Group failed to pay the outstanding balance of the 2022 Note by March 3, 2023 and as a result, Streeterville filed a complaint in the third judicial district court of Salt Lake County, requesting for actual damages in an amount not less than $2,676, plus applicable interest, damages, charges, fees, attorney fees, and collection costs. and the temporary restraining order requiring the Group to pay the 2022 Note in full from the proceeds of the IPO of its subsidiary, SolarJuice Co., Ltd From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations. |
Concentration Risk
Concentration Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 23. 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, 2022 and 2021. As of December 31, 2022, there was one customer of which the accounts receivable accounted for 18 As of December 31, 2021, there was one customer of which the accounts receivable accounted for 21 As of December 31, 2022, there were two suppliers of which the accounts payable accounted for 14 11 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 24. Related Party Transactions The amount due from related parties were $ 332 230 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Segment information | 25. Segment information For the year ended December 31, 2022, there are three operating segments: (1) renewable energy solutions business, (2) solar projects development business and (3) EV business. The Group’s CODM assess the performance of each segment based on revenue, cost of revenues and gross profit (loss). Other than the information provided below, the CODM does not use any other measures by segments. Summarized information by segments for the years ended December 31, 2022 and 2021 is as follows: Schedule of Segment information For the year ended December 31, 2022 Renewable energy solutions Solar projects development Electric vehicles Others Total USD USD USD USD USD Revenues from external customers 166,582 5,725 4,181 1,030 177,518 Cost of revenues 157,039 2,056 3,417 521 163,033 Gross profit 9,543 3,669 764 509 14,485 For the year ended December 31, 2021 Renewable energy solutions Solar projects development Electric vehicles Others Total USD USD USD USD USD Revenues from external customers 152,166 5,481 2,977 1,369 161,993 Cost of revenues 142,441 2,133 3,540 3,259 151,373 Gross profit (loss) 9,725 3,348 (563 ) (1,890 ) 10,620 Schedule of Segment assets As of December 31, 2022 2021 USD USD Segment assets Renewable energy solutions 71,260 52,946 Solar projects development 133,663 144,852 Electric vehicles 20,275 17,738 Others 5,897 12,544 Total segment assets 231,095 228,080 Total long-lived assets excluding financial instruments, intangible assets, long-term investment and goodwill by country were as follows: Schedule of intangible assets, long-term investment and goodwill As of December 31, 2022 2021 USD USD Australia 398 577 United States 46,307 37,021 Japan 586 1,414 Italy 1,508 1,749 United Kingdom 7,945 9,477 Greece 13,882 15,404 Total long-lived assets 70,626 65,642 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26. Subsequent Events Complaint upon the default of Streeterville 2022 Note On February 16, 2023, Streeterville delivered a Redemption Notice to the Group to redeem $350 of the 2022 Note with a deadline to pay the Redemption Amount by February 22, 2023 (Note 14 and Note 22(b)). the Group failed to pay the Redemption Amount on time and such failure to pay is an Event of Default under the 2022 Note. Due to this Event of Default, (i) the base interest of the 2022 Note was increased to 15% per annum; (ii) the outstanding balance of the 2022 Note was increased by 15%; and (iii) the entire outstanding balance of the 2022 Note was accelerated and due on March 3, 2023. The Group failed to pay the outstanding balance of the 2022 Note by March 3, 2023 and as a result, Streeterville filed a complaint in the third judicial district court of Salt Lake County, requesting for actual damages in an amount not less than $2,676, plus applicable interest, damages, charges, fees, attorney fees, and collection costs. On March 31, 2023, a hearing was held and the temporary restraining order requiring the Group to pay the 2022 Note in full from the proceeds of the IPO of its subsidiary, SolarJuice Co., Ltd. Repayment of EWB loan On February 7, 2022, the Group entered into a supplementary agreement with East West Bank (“the Lender”), where by the loan of $5,000 borrowed on February 23, 2021 (Note 13) was extended from February 23, 2022 to February 23, 2023. Subsequently on February 27, 2023, the Group has fully repaid this loan. Additional financing through the existing standby equity purchase agreement of Phoenix From January 1, 2023 through April 14, 2023, the Group obtained additional financing through the existing standby equity purchase agreement of Phoenix in a total amount of $1,155 with 904,878 common shares sold to the Investor. The Group has evaluated subsequent events through the date of issuance of the consolidated financial statements, there were no other subsequent events occurred that would require recognition or disclosure in the consolidated financial statements |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | (b) Reclassification Certain prior year amounts in the consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications have not changed the results of operations of prior year. |
Principles of Consolidation | (c) Principles of Consolidation The consolidated financial statements include the financial statements of the Group, and its subsidiaries. All material inter-Group transactions and balances have been eliminated upon consolidation. For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling interests. The Group accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. The Group deconsolidates a subsidiary when the Group ceases to have a controlling financial interest in the subsidiary. When control is lost, the parent-subsidiary relationship no longer exists and the parent derecognizes the assets and liabilities of the subsidiary. |
Use of Estimates | (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 Group’s consolidated financial statements include the allowance for doubtful accounts receivable and other receivable, the impairment of goodwill and long-lived assets, fair value of derivative liability and share based compensation. 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 Group and subsidiaries located in the United States is the United States dollar (“US$” or “$”). The functional currency of the Group’s subsidiaries located in the Hong Kong, Europe, United Kingdom, Japan, Canada and Australia are Hong Kong Dollar (“HKD”), EURO (“EUR”), British Pounds(“GBP”), Japanese Yen (“JPY”), Canadian Dollar (“CAD”) and Australia Dollar (“AUD”), respectively. Transactions denominated in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are included in the consolidated statements of operations. The Group’s reporting currency is the US$. 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 measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Ÿ Level 1 — Quoted market prices in active markets for identical assets or liabilities. Ÿ Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs). Ÿ Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. 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. |
Business Combination | (g) Business Combination Business combinations are recorded using the acquisition method of accounting and, accordingly, the acquired assets and liabilities are recorded at their fair market value at the date of acquisition. Any excess of acquisition cost over the fair value of the acquired assets and liabilities, including identifiable intangible assets, is recorded as goodwill. The Group charges acquisition related costs that are not part of the purchase price consideration to general and administrative expenses as they are incurred. Those costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. The Group evaluates whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. The adoption of this standard requires future purchases to be evaluated under the new framework. |
Asset Acquisition | (h) Asset Acquisition When the Group acquires other entities, if the assets acquired and liabilities assumed do not constitute a business, the transaction is accounted for as an asset acquisition. Assets are recognized based on the cost, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Group’s books. If the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interest issued), measurement is based on either the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. The cost of a group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair value and does not give rise to goodwill. |
Cash and Cash Equivalents | (i) 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 |
Restricted Cash | (j) Restricted Cash Restricted cash represent bank deposits with designated use, which cannot be withdrawn without certain approval or notice. As of December 31, 2022, the Group had restricted bank deposits of $ 7,454 5,491 542 710 461 250 As of December 31, 2021, the Group had restricted bank deposits of $ 8,080 6,140 1,940 |
Accounts Receivable, net | (k) Accounts Receivable, net The Group grants open credit terms to credit-worthy customers. Accounts receivable are primarily related to the Group's sales of PV components, revenue from roofing and solar energy systems installation, electricity revenue with PPA, sales of solar modules and sales of EVs and forklifts. The Group maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Accounts receivable is considered past due based on its contractual terms. In establishing the allowance, management considers historical losses, the financial condition, the accounts receivables aging, the payment patterns and the forecasted information in pooling basis upon the use of the Current Expected Credit Loss Model (“CECL Model”) in accordance with ASC topic 326, Financial Instruments - Credit Losses. Accounts receivable that are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There is a time lag between when the Group estimates a portion of or the entire account balances to be uncollectible and when a write off of the account balances is taken. 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. |
Inventories | (l) Inventories Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average cost method. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead. Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, for estimated excess, obsolescence, or impaired balances if any. |
Project Assets | (m) 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 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 income (loss) in the consolidated statement of operations. The solar systems held for use within “property 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 revenues 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 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 income (loss) 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 of 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. Subsequent reversal of a previously recognized impairment loss is prohibited once the measurement of that loss is recognized. If the Group’s intended use of solar systems changed from held for development and sale within “project assets” to held for use within “property and equipment”, the solar systems should be measured in accordance with ASC 360-10-35-44 at the lower of (1) its carrying amount before the asset was classified as held for development and sale, adjusted for any depreciation or amortization expense that would have been recognized had the assets continued to be classified as held for use, or (2) the fair value at the date of the subsequent decision not to sell. Any adjustment to the carrying amount based on reclassifying the solar systems to held for use within “property and equipment” should be reflected in the income statement within continuing operations in the period the decision is made not to sell. |
Property and Equipment, net | (n) Property and Equipment, net The Group accounts for its property and equipment at cost, less accumulated depreciation and any impairment. 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: Schedule of estimated useful lives of property, plant and equipment Furniture, fixtures and equipment 5, 7 or 10 years Automobile 3, 5 or 7 years Bitcoin mining equipment 3 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 20 or 25 years Plant equipment 7 years |
Intangible Assets other than Goodwill, net | (o) Intangible Assets other than Goodwill, net Intangible assets consist of customer relationships, technology, patents and other. Amortization is recorded on the straight-line method based on the estimated useful lives of the assets. |
Impairment of Long-lived Assets | (p) Impairment of Long-lived Assets The Group’s long-lived assets include property and equipment, project assets, right-of-use 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 from its use and eventual disposition 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 statement of operations would be recognized. As described in Note 7 and Note 21, the Company recorded impairment on project assets and right of use assets of $ 1,955 nil |
Goodwill | (q) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Group’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Group has an option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Group considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the quantitative impairment test, the Group compares the fair values of each reporting unit to its carrying amount, including goodwill. 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, the Group recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. There is no |
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 Group 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, 2022 and 2021. The Group does not expect that the 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 have been notified that an examination is contemplated. |
Revenue Recognition | (s) Revenue Recognition The Group adopted Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”). The Group’s accounting practices under ASC Topic 606 are as followings: The Group generates revenue from sales of PV components, roofing and solar energy systems installation, electricity revenue with Power Purchase Agreements (“PPAs”), sales of PV project assets, sales and leasing of EV and others for the years ended December 31, 2022 and 2021. Sale of PV components Revenue on sale of PV components includes one performance obligation of delivering the products and the revenue 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. Revenue from roofing and solar energy systems installation Revenue from roofing and solar energy system installation is recognized over time. For revenue from solar energy system installation, the Group’s only performance obligation is to design and install a customized solar energy system, or to reinstall the customer’s existing solar energy system. For revenue from roofing, the Group’s only performance obligation is to design and build the roof system per customer specifications. The Group’s roofing projects involve the construction of a specific roof systems in accordance with each customer’s selection; the Group’s solar energy system installations involve solar modules being retrofitted to existing consumer roofs using rails, then connected to the utility using an inverter system. For both solar energy system installation and roofing, typically jobs are completed within three months, the specific timing depends on the size of the job and the complexity of the job site, and the contract price includes all material and labor needed, and payments are collected based on specific milestones. The Group provides solar energy systems and roofing installation for various customers, such as homeowners and real estate developers, but the design and installation for each customer differs substantially on the basis of each customer’s needs and the type of shingle or roof that is placed with the solar energy system. The asset consequently has no alternative use to the Group because the customer specific design limits the Group’s practical ability to readily direct the solar energy system to another customer. As such the Group’s performance does not create an asset with an alternative use to the Group. Pursuant to the contract, the customers agree to pay for any costs, expenses and losses incurred by the Group upon termination, and therefore, revenue is recognized over time according to ASC 606-10-25-27(c). For both solar energy system installation and roofing, all costs to obtain and fulfill contracts associated with system sales and other product sales are expensed to cost of revenue when the corresponding revenue is recognized. The Group recognizes revenue using a cost-based input method that recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated cost of the contract, to determine the Group’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize. The total estimated cost of the contract constitutes of material cost and labor cost, and are developed based on the size and specific situation of different jobs. Changes in estimates mainly due to: (i) unforeseen field conditions that impacts the estimated workload, and (ii) change of the unit price of material or labor cost. If the estimated total costs on any contract are greater than the net contract revenues, the Group recognizes the entire estimated loss in the period the loss becomes known. 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. Revenue from sales and leasing of EV The Group recognizes revenue from sales of EV at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer for EV sales. The Group determined that the government grants related to sales of EV should be considered as part of the transaction price because it is granted to the EV buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. EV leasing revenue includes revenue recognized under lease accounting guidance for direct leasing programs. The Group accounts for these leasing transactions as operating leases under ASC 842 Leases, and revenues are recognized on a straight-line basis over the contractual term. Other revenue Other revenue mainly consist of sales of self-assembled solar modules, sales of component and charging stations, sales of forklifts, engineering and maintenance service, shipping and delivery service, sales of pre-development solar projects and others. Other revenues are recognized at a point in time following the transfer of control of such service or products to the customer, which typically occurs upon shipment of product or acceptance of the customer depending on the terms of the underlying contracts. Disaggregation of revenues The following table illustrates the disaggregation of revenue by revenue stream for the years ended December 31, 2022 and 2021: Schedule of disaggregation of revenues By revenue stream For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 132,025 $ – $ – $ – $ 929 $ 132,954 Japan – – – – 80 80 Italy – – 1,019 – – 1,019 United States 1,905 25,899 108 2,340 8,615 38,867 United Kingdom – – 2,053 – – 2,053 Greece – – 2,545 – – 2,545 Total $ 133,930 $ 25,899 $ 5,725 $ 2,340 $ 9,624 $ 177,518 By revenue stream For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 123,138 $ – $ – $ – $ 1,110 $ 124,248 Japan – – – – 65 65 Italy – – 690 – – 690 United States – 29,028 – 2,336 1,729 33,093 United Kingdom – – 1,211 – – 1,211 Greece – – 2,686 – – 2,686 Total $ 123,138 $ 29,028 $ 4,587 $ 2,336 $ 2,904 $ 161,993 Schedule of revenue by timing By timing of revenue recognition For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 133,930 $ – $ 5,725 $ 1,789 $ 9,624 $ 151,068 Service transferred over time – 25,899 – – – 25,899 On a straight-line basis under ASC 842 – – – 551 – 551 Total $ 133,930 $ 25,899 5,725 $ 2,340 $ 9,624 $ 177,518 By timing of revenue recognition For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 123,138 $ – $ 4,587 $ 1,750 $ 2,904 $ 132,379 Service transferred over time – 29,028 – – – 29,028 On a straight-line basis under ASC 842 – – – 586 – 586 Total $ 123,138 $ 29,028 4,587 $ 2,336 $ 2,904 $ 161,993 Contract balance The following table provides information about contract assets and contract liabilities from contracts with customers: Schedule of accounts receivables and contract liabilities December 31, 2022 December 31, 2021 Accounts receivable $ 22,691 $ 22,599 Contract assets $ 1,403 $ 1,621 Advance from customers $ 8,634 $ 4,210 The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date, primarily for the revenue from roofing and solar energy systems installation in the United States. The contract assets are transferred to receivables when the rights become unconditional after billing is issued. Advance from customers, which representing a contract liability, represents mostly unrecognized revenue amount received from customers. Advance from customers is recognized as (or when) the Group performs under the contract. During the years ended December 31, 2022 and 2021, the Group recognized $ 4,210 1,377 |
Government Grant | (t) Government Grant The Group receives grants from government agencies related to electricity revenue with PPAs , For the year ended December 31, 2022 and 2021, the amount of governmental grant recognized as revenue from sales of electricity revenue with PPAs was $ 3,865 3,872 For the year ended December 31, 2022 and 2021, the amount of governmental grant recognized as revenue from sales of EVs and chargers was $ 895 1,243 For the year ended December 31, 2022 and 2021,the amount of governmental grant recognized as reductions of the cost of revenues for EV leasing was $ 214 252 As of December 31, 2022 and 2021, the balances of government grants received were included in deferred income with amount of $ 503 714 |
Warranties | (u) Warranties Workmanship Warranty for roofing and solar energy systems installation For the revenue from roofing and solar energy systems installation in the United States, the Group provides a workmanship warranty for 10 years to cover the quality of the Group’s service. The warranty is designed to cover service defects and damages to customer properties caused by the Group’s installation of the solar energy systems or roofing service. The 10-year warranty is consistent with the term provided by competitors and is provided by the Group to remain market competitive. The Group determined that its 10-year workmanship warranty constitutes an assurance-type warranty and should continue to be accounted for under ASC 460 - Guarantees, instead of a service-type warranty which should be accounted for under Topic 606. Based on historical experience and projections of warranty claims, and estimated replacement costs, the Group currently provides a reserve for the workmanship warranty based on 1% of revenues of roofing and solar energy system installation, to be periodically adjusted based on historical actual workmanship warranty expenses. The Group’s workmanship warranty liability was $ 429 268 Product Warranty for products used in roofing and solar energy systems installation The Group purchases products like panels and batteries from third-party manufacturers, sometimes with its “Solar4America” label and delivers the products together with its installation service. The Group receives product warranty from the manufactures and transfers the product warranty to the clients in the builder or home improvement contracts. The product manufacturers will service their warranties by repairing or replacing the products. The workmanship warranty does not include the product warranties (panels and inverters) which are covered directly by the manufacturers. Product Warranty for vehicles or components The Group provides warranties on all vehicles or components sold in addition to pass through warranties from third party component suppliers. The Group accrues a warranty reserve for the products sold by the Group, which includes the Group’s best estimate of the projected costs to repair or replace items under warranties. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The Group considers the warranty provided is not providing incremental service to customers rather an assurance to the quality of the vehicle, and therefore is not a separate performance obligation and should be accounted for in accordance with ASC 460 - Guarantees. Warranty expense is recorded as a component of cost of revenues in the consolidated statements of operations. The balance of warranty reserves for vehicles or components was $ 325 360 |
Cost of Revenues | (v) Cost of Revenues Cost of sale of PV components is mainly from direct purchase price of PV components. Cost of revenue from roofing and solar energy systems installation include all direct material, labor and indirect costs related to contract performance, such as indirect labor, utility and truck rental. Costs of electricity revenue with PPAs include depreciation of solar power project assets and costs associated with operation and maintenance of the project assets. Cost of sale of PV project assets 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 sales of EV includes direct parts, material and labor costs, manufacturing overheads, and shipping and logistics costs. Cost of leasing of EV includes the depreciation of operating lease vehicles over the lease term and other leasing related charges including vehicle insurance and upfront leasing costs. Cost of other revenue contains: 1) Cost of sales of solar modules includes direct parts, material and labor costs, manufacturing overheads, and shipping and logistics costs; 2) Cost of revenues for other revenue is mainly from shipping and logistic costs. The cost of revenue also includes inventories write-downs. |
Share-based Compensation | (w) 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 granted. 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 on straight line basis, which is generally the vesting period. 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. |
Derivative Instruments | (x) Derivative Instruments The Group evaluates its convertible debt to determine if the contract or embedded component of the contract qualifies as derivatives to be separately accounted for in accordance with ASC 480, “Distinguish by Liabilities from Equity”, and ASC 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the consolidated statement of operations. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. |
Segment Reporting | (y) Segment Reporting Operating segments are defined as components of a Group 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 (“CODM”) is the Chairman of Board of Directors and Chief Executive Officer, Mr. Xiaofeng Peng. Based on the financial information presented to and reviewed by the CODM. With the expansion and development of the Group’s businesses, it divided its operations into three operating segments including EV business, renewable energy solutions business and solar projects development business and its remaining businesses are combined and disclosed as “Others”, starting from the year ended December 31, 2021, to better align with the Group’s strategic development plan. The Group’s EV business generates revenue from sales and leasing of EV, renewable energy solutions business generated revenue from sale of PV components and modules and providing roofing and solar energy systems installation service, and solar projects development business generated revenue from developing and selling or owning and operating solar projects which sell electricity to the grid in multiple countries. The Group’s CODM evaluates segment performance based on the measures of revenues, costs of revenues and gross profit (loss). See Note 25 for financial information by segment. |
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. During the years ended December 31, 2022 and 2021, 516,778 755,300 |
Accumulated Other Comprehensive Loss | (aa) Accumulated Other Comprehensive Loss The components of other comprehensive income or loss consist solely of foreign currency translation adjustments. |
Commitments and Contingencies | (ab) 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. |
Leases | (ac) Leases The Group accounts for leases under Leases (ASC Topic 842). The Group categorizes leases with contractual terms longer than twelve months as either operating or finance lease. The Group has no finance leases for any of the periods presented. Right-of-use (“ROU”) assets represent the Group’s rights to use underlying assets for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date and ROU assets are recognized at amount of lease liabilities and any prepaid lease payments. The interest rate used to determine the present value of the future lease payments is the Group’s incremental borrowing rate because the interest rate implicit in the leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. The Group generally uses the base, non-cancelable, lease term when determining the ROU assets and liabilities. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group determines if an arrangement is a lease at inception. The lease payments under the lease arrangements are fixed. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate. |
Recent Accounting Pronouncements | (ad) Recent Accounting Pronouncements Recently adopted accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, the guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Group adopted this ASU starting from January 1, 2022 and concludes that there is no material impact on its consolidated financial statements. In November 2021, The FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. This guidance requires business entities to make annual disclosures about transactions with a government (including government assistance) they account for by analogizing to a grant or contribution accounting model (e.g., IAS 20, Accounting for Government Grants and Disclosure of Government Assistance). The required disclosures include the nature of the transaction, the entity’s related accounting policy, the financial statement line items affected and the amounts reflected in the current period financial statements, as well as any significant terms and conditions. An entity that omits any of this information because it is legally prohibited from being disclosed needs to include a statement to that effect. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2021, and early adoption is permitted. The Company adopted and applied the amendments of this ASU to its disclosures starting from January 1, 2022. The Group concludes that the application of this ASU did not have a material impact on its consolidated financial statements. Recently issued accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides elective amendments for entities that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. These amendments were effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), to expand and clarify the scope of Topic 848 to include derivative instruments on discounting transactions. The amendments in this ASU are effective in the same timeframe as ASU 2020-04. In December 2022, the FASB issued ASU 2022-06, Reference Rate reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848, Reference Rate Reform to December 31, 2024. The Group is currently evaluating the impact this guidance will have on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers (“ASC 606”). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. ASU 2021-08 is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Group will adopt ASU 2021-08 effective January 1, 2023 and apply the guidance to subsequent acquisitions. The adoption of ASU 2021-08 will only impact the accounting for the Group’s future acquisitions. 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 balance sheets, statements of operations and cash flows. |
Description of Business and O_2
Description of Business and Organization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of major subsidiaries | Schedule of major subsidiaries Major Subsidiaries Abbreviation Location SolarJuice Co., Ltd SolarJuice Cayman Solar Juice Pty Ltd. SJ Australia Australia Solarjuice American Inc. SJ US United States Solar4america Technology Inc. (formerly, Solarjuice Technology Inc.) SJT United States Italsolar S.r.l. SPI Italy Italy 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 Heliohrisi S.A. Heliohrisi Greece Thermi Sun S.A. Thermi Sun Greece Edisonfuture Inc. Edisonfuture United States Phoenix Motor Inc. Phoenix United States |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property, plant and equipment | Schedule of estimated useful lives of property, plant and equipment Furniture, fixtures and equipment 5, 7 or 10 years Automobile 3, 5 or 7 years Bitcoin mining equipment 3 years Leasehold improvements The shorter of the estimated life or the lease term PV solar system 20 or 25 years Plant equipment 7 years |
Schedule of disaggregation of revenues | Schedule of disaggregation of revenues By revenue stream For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 132,025 $ – $ – $ – $ 929 $ 132,954 Japan – – – – 80 80 Italy – – 1,019 – – 1,019 United States 1,905 25,899 108 2,340 8,615 38,867 United Kingdom – – 2,053 – – 2,053 Greece – – 2,545 – – 2,545 Total $ 133,930 $ 25,899 $ 5,725 $ 2,340 $ 9,624 $ 177,518 By revenue stream For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Australia $ 123,138 $ – $ – $ – $ 1,110 $ 124,248 Japan – – – – 65 65 Italy – – 690 – – 690 United States – 29,028 – 2,336 1,729 33,093 United Kingdom – – 1,211 – – 1,211 Greece – – 2,686 – – 2,686 Total $ 123,138 $ 29,028 $ 4,587 $ 2,336 $ 2,904 $ 161,993 |
Schedule of revenue by timing | Schedule of revenue by timing By timing of revenue recognition For the year ended December 31, 2022 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 133,930 $ – $ 5,725 $ 1,789 $ 9,624 $ 151,068 Service transferred over time – 25,899 – – – 25,899 On a straight-line basis under ASC 842 – – – 551 – 551 Total $ 133,930 $ 25,899 5,725 $ 2,340 $ 9,624 $ 177,518 By timing of revenue recognition For the year ended December 31, 2021 Sales of PV components Revenue from roofing and solar systems installation Electricity revenue with PPAs Revenue from sales and leasing of EV Others Total Goods transferred at a point in time $ 123,138 $ – $ 4,587 $ 1,750 $ 2,904 $ 132,379 Service transferred over time – 29,028 – – – 29,028 On a straight-line basis under ASC 842 – – – 586 – 586 Total $ 123,138 $ 29,028 4,587 $ 2,336 $ 2,904 $ 161,993 |
Schedule of accounts receivables and contract liabilities | Schedule of accounts receivables and contract liabilities December 31, 2022 December 31, 2021 Accounts receivable $ 22,691 $ 22,599 Contract assets $ 1,403 $ 1,621 Advance from customers $ 8,634 $ 4,210 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable December 31, December 31, 2022 2021 Accounts receivable $ 24,441 $ 25,419 Less: Allowance for credit losses (1,750 ) (2,820 ) Accounts receivable, net $ 22,691 $ 22,599 |
Allowance for doubtful accounts roll forward | Allowance for doubtful accounts roll forward 2022 2021 Balance as of January 1 $ 2,820 $ 245 Addition 1,223 2,760 Reversal (2,216 ) (25 ) Written off (59 ) (150 ) Foreign currency translation difference (18 ) (10 ) Balance as of December 31 $ 1,750 $ 2,820 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, December 31, 2022 2021 Finished goods $ 22,074 $ 17,108 Goods in transit 737 2,846 Work in process 1,529 582 Raw materials 4,647 2,706 Total inventories $ 28,987 $ 23,242 |
Project Assets (Tables)
Project Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Project Assets | |
Summary of project assets | Summary of project assets December 31, December 31, 2022 2021 Project assets completed for sale $ 10,931 $ 10,353 Project assets under development 14,621 14,562 Total project assets $ 25,552 $ 24,915 Current * $ 10,634 $ 8,946 Noncurrent $ 14,918 $ 15,969 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of prepaid expenses and other current assets | Summary of prepaid expenses and other current assets December 31, December 31, 2022 2021 Deposit and prepayment, net of provision of $ 10,090 10,564 $ 6,333 $ 7,726 Other receivable, net of provision of $ 3,409 2,306 1,300 1,858 Total prepaid expenses and other current assets, net $ 7,633 $ 9,584 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful Life Accumulated Impairment (in months) Gross Amortization Charge Net As of December 31, 2022 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationships 120 7,642 (5,470 ) (1,430 ) 742 Tradename 60 1,400 (607 ) – 793 Technology 60 1,574 (682 ) – 892 Other 60 84 370 (210 ) – 160 $ 13,686 $ (9,669 ) $ (1,430 ) $ 2,587 As of December 31, 2021 Patent 57 $ 2,700 $ (2,700 ) $ – $ – Customer Relationships 120 7,642 (5,193 ) (1,519 ) 930 Tradename 60 1,400 (327 ) – 1,073 Technology 60 1,574 (367 ) – 1,207 Other 60 84 369 (146 ) – 223 $ 13,685 $ (8,733 ) $ (1,519 ) $ 3,433 |
Schedule of future amortization expense | Schedule of future amortization expense Year ending December 31, USD 2023 $ 935 2024 935 2025 717 2026 – 2027 and thereafter – $ 2,587 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Schedule of property, plant and equipment, net December 31, December 31, 2022 2021 Photovoltaic solar systems $ 33,354 $ 34,487 Plant equipment 12,796 3,138 Automobile 4,344 4,673 Furniture, fixtures and equipment 2,098 2,545 Leasehold improvements 455 332 Bitcoin mining equipment – 1,910 53,047 47,085 Less: accumulated depreciation (11,491 ) (11,335 ) $ 41,556 $ 35,750 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements of derivative liability on a recurring basis | Schedule of fair value measurements of derivative liability on a recurring basis Valuation techniques Unobservable inputs Range of rates Derivative liability in 2022 related to Streeterville convertible bond Monte Carlo Simulation Expected term 0.87-1.04 Risk-free interest rate 4.44%-4.63% Expected volatility 86.2%-87.3% Expected dividend yield 0 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities December 31, 2022 December 31, 2021 Other payable $ 7,825 $ 4,294 Tax penalty payable (a) 2,780 2,780 Accrued expense 1,879 786 Other tax payables 2,387 1,086 Other accrual and payables 1,101 1,148 Total accrued liabilities $ 15,972 $ 10,094 |
Short-term Borrowings and Lon_2
Short-term Borrowings and Long-term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of short and long-term borrowings | Schedule of short and long-term borrowings December 31, 2022 December 31, 2021 Debtor finance $ 4,580 $ 3,677 Other short-term borrowings 5,113 5,111 Current portion of long-term borrowings 371 332 Total short-term borrowings and current portion of long-term borrowings 10,064 9,120 Long-term bank borrowings 6,818 12,366 Other long-term borrowings 150 766 Total long-term borrowings 6,968 13,132 Less: current portion of long-term borrowings (371 ) (332 ) Total long-term borrowings, excluding current portion 6,597 12,800 Total borrowings $ 16,661 $ 21,920 |
Schedule of maturities of the long-term borrowings | Schedule of maturities of the long-term borrowings USD 2023 $ 371 2024 423 2025 474 2026 514 2027 5,052 Thereafter 134 $ 6,968 |
Convertible Bonds (Tables)
Convertible Bonds (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Bonds | |
Schedule of Convertible Bonds | Schedule of Convertible Bonds December 31, 2022 December 31, 2021 Brilliant King Group Limited (1) $ 12,000 $ 12,000 Poseidon Sports Limited (1) 3,000 3,000 Vision Edge Limited (1) 20,000 20,000 Streeterville Capital, LLC (2) 7,676 13,603 Total convertible bonds, net of unamortized debt discount $ 42,676 $ 48,603 |
Amount Due to an Affiliate (Tab
Amount Due to an Affiliate (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Amount Due To Affiliate | |
Schedule of amounts due to an affiliate | Schedule of amounts due to an affiliate December 31, December 31, 2022 2021 Amount due to an affiliate, current Payment made by Sinsin on behalf of the Group $ 10,548 $ 10,603 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of consolidated stock-based compensation expense, by type of awards | Summary of consolidated stock-based compensation expense, by type of awards For the Years Ended December 31, December 31, 2022 2021 Employee stock options $ 3,095 $ 4,593 Restricted share grants 623 1,196 Total share-based compensation expense $ 3,718 $ 5,789 |
Summary of consolidated stock-based compensation by line items | Summary of consolidated stock-based compensation by line items For the Years Ended December 31, 2022 December 31, 2021 General and administrative $ 3,700 $ 5,771 Sales, marketing and customer service 18 18 Total share-based compensation expense, net of nil income taxes $ 3,718 $ 5,789 |
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 | Summary of assumptions used in the determination of the fair value of share-based payment awards using the Black-Scholes model for stock option grants For the Years Ended December 31, 2022 December 31, 2021 Expected term – 6.25 Risk-free interest rate – 0.11 0.16 Expected volatility – 713 719 Expected dividend yield – 0 (b) 2021 Equity Incentive Plan of Phoenix For the Years Ended December 31, 2022 December 31, 2021 Expected term 6.25 1 3 Risk-free interest rate 3.04 3.97 1.52 Expected volatility 137.7 169.3 64.4 69.0 Expected dividend yield 0 0 (c) 2021 SolarJuice Equity Incentive Plan For the Years Ended December 31, 2022 December 31, 2021 Expected term 6.25 3 Risk-free interest rate 2.94 3.93 1.52 Expected volatility 73.54 74.17 45.3 Expected dividend yield 0 0 |
Summary of stock option activities | Summary of stock option activities Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 388,900 10 7.52 $ 486 Granted 969,000 7 Exercised (25,000 ) 4 Forfeited/expired (117,000 ) 11 Outstanding as of December 31, 2021 1,215,900 8 9.04 $ 82 Granted – – Exercised – – Forfeited/expired – – Outstanding as of December 31, 2022 1,215,900 7 7.87 1 Exercisable as of December 31, 2022 440,150 6 7.35 $ 1 Non-vested as of December 31, 2022 775,750 7 |
Summary of exercise price and remaining life information about options exercisable | 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 1,000 2.08 $ 172.00 – $ 40 117 14,600 3.33 $ 62.03 – $ 3 39 412,050 7.52 $ 7.54 – $ 1 2 12,500 6.80 $ 1.61 1 440,150 7.35 6.36 1 |
Summary of restricted stock awards | Summary of restricted stock awards Number of Shares Weighted Average Grant-Date Fair Value Restricted stock units at December 31, 2020 – – Granted 184,000 $ 6.34 Vested (184,000 ) $ 6.34 Restricted stock units at December 31, 2021 – – Granted 229,888 $ 2.71 Vested (229,888 ) $ 2.71 Restricted stock units at December 31, 2022 – – |
Schedule of Phoenix's stock option activities | Schedule of Phoenix's stock option activities Shares Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 – – – $ – Granted 2,040,500 $ 1.72 Exercised – Forfeited/expired (354,000 ) $ 1.72 Outstanding as of December 31, 2021 1,686,500 $ 1.72 9.45 $ 2,091 Granted 888,000 1.70 Exercised (80,625 ) Forfeited/expired (731,375 ) 1.72 Outstanding as of December 31, 2022 1,762,500 1.71 8.93 16 Exercisable as of December 31, 2022 212,063 1.63 8.25 12 Expected to vest as of December 31, 2022 1,550,437 $ 1.72 |
Schedule of SJ group stock option activities | Schedule of SJ group stock option activities Shares Weighted- Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value ($000) Outstanding as of December 31, 2020 – – – $ – Granted 1,529,290 $ 1.92 Exercised – Forfeited/expired (413,215 ) $ 1.92 Outstanding as of December 31, 2021 1,116,075 $ 1.92 9.44 $ 1,607 Granted 378,752 3.56 Exercised – Forfeited/expired (450,179 ) 1.92 Outstanding as of December 31, 2022 1,044,648 2.51 8.80 3,861 Vested and exercisable as of December 31, 2022 166,474 1.92 8.36 694 Non-vested as of December 31, 2022 878,174 $ 2.63 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before provision for income taxes by geographic locations | Schedule of loss before provision for income taxes by geographic locations For the years ended December 31, 2022 2021 United States $ (35,293 ) $ (45,860 ) Foreign Countries 3,562 2,480 Total loss before income taxes $ (31,731 ) $ (43,380 ) |
Schedule of provision for income taxes | Schedule of provision for income taxes For the years ended December 31, 2022 2021 Current tax: Federal tax $ – $ – State tax 21 4 Foreign countries 2,439 1,672 Total current tax 2,460 1,676 Deferred tax: Federal tax $ – – State tax – – Foreign countries (468 ) (222 ) Total deferred tax (468 ) (222 ) Total provision for income taxes $ 1,992 $ 1,454 |
Schedule pre-tax (loss) income before provision for income taxes | Schedule pre-tax (loss) income before provision for income taxes For the years ended December 31, 2022 2021 Provision for income taxes at U.S. Federal statutory rate $ (6,664 ) $ (9,110 ) State taxes, net of federal benefit (3,958 ) (10 ) Foreign taxes at different rate 730 869 Non-deductible expenses 47 12 Valuation allowance 16,382 9,645 Other (475 ) (82 ) Share Based Compensation 145 130 Deferred True-up (3,473 ) – Credits (742 ) – Total provision for income taxes $ 1,992 $ 1,454 |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities As of December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 97,622 $ 86,624 Impairment of property and equipment, and project assets 86 541 Temporary differences due to accrued warranty costs 83 103 Investment in subsidiaries 3,777 4,459 Credits 1,246 16 Allowance for bad debts 2,021 2,076 Fair value adjustment arising from subsidiaries acquisition 26 30 Stock compensation 2,790 1,861 Unrealized loss on derivatives 5,918 5,095 Unrealized investment loss 3,963 3,407 Other temporary differences 11,101 7,726 Valuation allowance (128,152 ) (111,770 ) Total deferred tax assets 479 168 Deferred tax liabilities: Fair value adjustment arising from subsidiaries acquisition (2,673 ) (2,970 ) Total deferred tax liabilities (2,673 ) (2,970 ) Net deferred tax liabilities $ (2,194 ) $ (2,802 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share | Schedule of calculation of basic and diluted net loss per share December 31, 2022 2021 Numerator: Net loss attributable to shareholders of SPI Energy Co., Ltd. $ (33,421 ) $ (45,491 ) Denominator: Weighted-average number of ordinary shares-basic and diluted 26,513,193 24,192,815 Basic and diluted net loss per share $ (1.3 ) $ (1.9 ) |
Schedule securities excluded from the computation of diluted net loss per share | Schedule securities excluded from the computation of diluted net loss per share For years ended December 31, 2022 2021 In-the-money share options and non-vested restricted stock 5,000 53,300 Convertible bonds (Note 14) 511,778 702,000 Total 516,778 755,300 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Maturities of operating lease liabilities | Maturities of operating lease liabilities Maturity of Lease Liabilities Operating Leases 2023 $ 2,571 2024 2,200 2025 2,558 2026 2,689 2027 1,869 Thereafter 11,825 Total lease payments 23,712 Less: interest (7,849 ) Present value of lease payments $ 15,863 Operating lease liabilities, current $ 1,607 Operating lease liabilities, noncurrent $ 14,256 |
Supplemental information related to operating leases | Supplemental information related to operating leases For the years ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities $ 2,395 $ 1,772 New operating lease assets obtained in exchange for operating lease liabilities $ 3,450 $ 8,502 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of Segment information | Schedule of Segment information For the year ended December 31, 2022 Renewable energy solutions Solar projects development Electric vehicles Others Total USD USD USD USD USD Revenues from external customers 166,582 5,725 4,181 1,030 177,518 Cost of revenues 157,039 2,056 3,417 521 163,033 Gross profit 9,543 3,669 764 509 14,485 For the year ended December 31, 2021 Renewable energy solutions Solar projects development Electric vehicles Others Total USD USD USD USD USD Revenues from external customers 152,166 5,481 2,977 1,369 161,993 Cost of revenues 142,441 2,133 3,540 3,259 151,373 Gross profit (loss) 9,725 3,348 (563 ) (1,890 ) 10,620 |
Schedule of Segment assets | Schedule of Segment assets As of December 31, 2022 2021 USD USD Segment assets Renewable energy solutions 71,260 52,946 Solar projects development 133,663 144,852 Electric vehicles 20,275 17,738 Others 5,897 12,544 Total segment assets 231,095 228,080 |
Schedule of intangible assets, long-term investment and goodwill | Schedule of intangible assets, long-term investment and goodwill As of December 31, 2022 2021 USD USD Australia 398 577 United States 46,307 37,021 Japan 586 1,414 Italy 1,508 1,749 United Kingdom 7,945 9,477 Greece 13,882 15,404 Total long-lived assets 70,626 65,642 |
Description of Business and O_3
Description of Business and Organization (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Solar Juice Co Ltd [Member] | |
Abbreviation | SolarJuice |
Location | Cayman |
Solar Juice Pty Ltd [Member] | |
Abbreviation | SJ Australia |
Location | Australia |
Solarjuice American Inc [Member] | |
Abbreviation | SJ US |
Location | United States |
Solarjuice Technology Inc [Member] | |
Abbreviation | SJT |
Location | United States |
Italsolar Srl [Member] | |
Abbreviation | SPI Italy |
Location | Italy |
S P I Solar Japan G K [Member] | |
Abbreviation | SPI Japan |
Location | Japan |
Solar Power Inc U K Service Limited [Member] | |
Abbreviation | SPI UK |
Location | United Kingdom |
S P I Solar Inc [Member] | |
Abbreviation | SPI US |
Location | United States |
Heliostixio S A [Member] | |
Abbreviation | Heliostixio |
Location | Greece |
Heliohrisi S.A [Member] | |
Abbreviation | Heliohrisi |
Location | Greece |
Thermi Sun S.A. [Member] | |
Abbreviation | Thermi Sun |
Location | Greece |
Edisonfuture Inc [Member] | |
Abbreviation | Edisonfuture |
Location | United States |
Phoenix Motor Inc [Member] | |
Abbreviation | Phoenix |
Location | United States |
Description of Business and O_4
Description of Business and Organization (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | $ 69,606 | $ 69,606 | ||
Stock Issued During Period, Shares, New Issues | 2,100,000 | |||
Share Price | $ 7.5 | $ 1.01 | ||
Proceeds from Issuance Initial Public Offering | $ 13,438 | $ 13,438 | 0 | |
Sinsin Renewable Investment Limited [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | 69,606 | |||
Sinsin [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | 69,606 | $ 69,606 | ||
Investment payable | 61,617 | 61,219 | ||
Interest Payable | $ 2,843 | $ 2,702 |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss from continuing operations | $ 33,723 | |
Working capital | 107,741 | |
Net cash used in operating activities | $ 15,966 | $ 27,484 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - PPE useful lives) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5, 7 or 10 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3, 5 or 7 years |
Bitcoin Mining Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 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 | 20 or 25 years |
Plant Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details - Disaggregation of revenue by revenue stream) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenues | $ 177,518 | $ 161,993 |
AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 132,954 | 124,248 |
JAPAN | ||
Product Information [Line Items] | ||
Revenues | 80 | 65 |
ITALY | ||
Product Information [Line Items] | ||
Revenues | 1,019 | 690 |
UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 38,867 | 33,093 |
UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 2,053 | 1,211 |
GREECE | ||
Product Information [Line Items] | ||
Revenues | 2,545 | 2,686 |
Photo Voltaic Solar Components [Member] | ||
Product Information [Line Items] | ||
Revenues | 133,930 | 123,138 |
Photo Voltaic Solar Components [Member] | AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 132,025 | 123,138 |
Photo Voltaic Solar Components [Member] | JAPAN | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Photo Voltaic Solar Components [Member] | ITALY | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Photo Voltaic Solar Components [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 1,905 | 0 |
Photo Voltaic Solar Components [Member] | UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Photo Voltaic Solar Components [Member] | GREECE | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | ||
Product Information [Line Items] | ||
Revenues | 25,899 | 29,028 |
Roofing Solar System [Member] | AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | JAPAN | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | ITALY | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 25,899 | 29,028 |
Roofing Solar System [Member] | UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | GREECE | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Electricity Revenue with PPA's [Member] | ||
Product Information [Line Items] | ||
Revenues | 5,725 | 4,587 |
Electricity Revenue with PPA's [Member] | AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Electricity Revenue with PPA's [Member] | JAPAN | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Electricity Revenue with PPA's [Member] | ITALY | ||
Product Information [Line Items] | ||
Revenues | 1,019 | 690 |
Electricity Revenue with PPA's [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 108 | 0 |
Electricity Revenue with PPA's [Member] | UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 2,053 | 1,211 |
Electricity Revenue with PPA's [Member] | GREECE | ||
Product Information [Line Items] | ||
Revenues | 2,545 | 2,686 |
Revenue From Sales And Leasing Of E V [Member] | ||
Product Information [Line Items] | ||
Revenues | 2,340 | 2,336 |
Revenue From Sales And Leasing Of E V [Member] | AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | JAPAN | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | ITALY | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 2,340 | 2,336 |
Revenue From Sales And Leasing Of E V [Member] | UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | GREECE | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Other Services [Member] | ||
Product Information [Line Items] | ||
Revenues | 9,624 | 2,904 |
Other Services [Member] | AUSTRALIA | ||
Product Information [Line Items] | ||
Revenues | 929 | 1,110 |
Other Services [Member] | JAPAN | ||
Product Information [Line Items] | ||
Revenues | 80 | 65 |
Other Services [Member] | ITALY | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Other Services [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Revenues | 8,615 | 1,729 |
Other Services [Member] | UNITED KINGDOM | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Other Services [Member] | GREECE | ||
Product Information [Line Items] | ||
Revenues | $ 0 | $ 0 |
Revenue Recognition (Details -
Revenue Recognition (Details - Revenue by timing) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenues | $ 177,518 | $ 161,993 |
Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 151,068 | 132,379 |
Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 25,899 | 29,028 |
Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | 551 | 586 |
Photo Voltaic Solar Components [Member] | ||
Product Information [Line Items] | ||
Revenues | 133,930 | 123,138 |
Photo Voltaic Solar Components [Member] | Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 133,930 | 123,138 |
Photo Voltaic Solar Components [Member] | Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Photo Voltaic Solar Components [Member] | Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | ||
Product Information [Line Items] | ||
Revenues | 25,899 | 29,028 |
Roofing Solar System [Member] | Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Roofing Solar System [Member] | Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 25,899 | 29,028 |
Roofing Solar System [Member] | Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Electricity Revenue with PPA's [Member] | ||
Product Information [Line Items] | ||
Revenues | 5,725 | 4,587 |
Electricity Revenue with PPA's [Member] | Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 5,725 | 4,587 |
Electricity Revenue with PPA's [Member] | Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Electricity Revenue with PPA's [Member] | Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | ||
Product Information [Line Items] | ||
Revenues | 2,340 | 2,336 |
Revenue From Sales And Leasing Of E V [Member] | Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 1,789 | 1,750 |
Revenue From Sales And Leasing Of E V [Member] | Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue From Sales And Leasing Of E V [Member] | Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | 551 | 586 |
Other Services [Member] | ||
Product Information [Line Items] | ||
Revenues | 9,624 | 2,904 |
Other Services [Member] | Transferred at Point in Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 9,624 | 2,904 |
Other Services [Member] | Transferred over Time [Member] | ||
Product Information [Line Items] | ||
Revenues | 0 | 0 |
Other Services [Member] | Straight Line Basis [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details - Contract balance) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 22,691 | $ 22,599 |
Contract assets | 1,403 | 1,621 |
Advance from customers | $ 8,634 | $ 4,210 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Restricted bank deposits | 7,454,000 | |
Restricted cash | 6,743,000 | 8,080,000 |
Asset Impairment Charges | 1,955,000 | 0 |
Goodwill impairment loss | 0 | 0 |
Advance from customers | 4,210,000 | 1,377,000 |
Revenues | 177,518,000 | 161,993,000 |
Cost of revenue | 163,033,000 | 151,373,000 |
Deferred income | 503,000 | 714,000 |
Product warrant liability | 429,000 | 268,000 |
Warrant reserves | $ 325,000 | $ 360,000 |
Antidilutive shares | 516,778 | 755,300 |
Governmental Grant [Member] | ||
Product Information [Line Items] | ||
Cost of revenue | $ 214,000 | $ 252,000 |
Deferred income | 503,000 | 714,000 |
Governmental Grant [Member] | Electricity Revenue Member | ||
Product Information [Line Items] | ||
Revenues | 3,865,000 | 3,872,000 |
Governmental Grant [Member] | EV and Chargers Member | ||
Product Information [Line Items] | ||
Revenues | 895,000 | 1,243,000 |
Project Assets And Right Of Use Assets [Member] | ||
Product Information [Line Items] | ||
Asset Impairment Charges | 1,955,000 | 0 |
Secure Loan And Debtor Financing [Member] | ||
Product Information [Line Items] | ||
Restricted cash | 5,491,000 | 6,140,000 |
Project contribution for Oahu SPE [Member] | ||
Product Information [Line Items] | ||
Restricted cash | 542,000 | $ 1,940,000 |
Santander Bank [Member] | ||
Product Information [Line Items] | ||
Restricted cash | 710,000 | |
Piraeus Bank [Member] | ||
Product Information [Line Items] | ||
Restricted cash | $ 461,000 | |
Phoenix Ipo [Member] | ||
Product Information [Line Items] | ||
Escrow deposits | 250 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Petersen Dean [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Feb. 25, 2021 | |
Business Acquisition [Line Items] | ||
Consideration for acquisition | $ 7,239 | |
Cash paid for acquisition | 7,725 | |
Transaction cost | $ 278 | |
Assumed liability | $ 11,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details - Accounts receivable) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | |||
Accounts receivable | $ 24,441 | $ 25,419 | |
Less: Allowance for credit losses | (1,750) | (2,820) | $ (245) |
Accounts receivable, net | $ 22,691 | $ 22,599 |
Accounts Receivable, net (Det_2
Accounts Receivable, net (Details - Allowance for Doubtful Accounts) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Balance as of January 1 | $ 2,820 | $ 245 |
Addition | 1,223 | 2,760 |
Reversal | (2,216) | (25) |
Written off | (59) | (150) |
Foreign currency translation difference | (18) | (10) |
Balance as of December 31 | $ 1,750 | $ 2,820 |
Accounts Receivable, Net (Det_3
Accounts Receivable, Net (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Scottish Pacific and LSQ [Member] | ||
Variable Interest Entity [Line Items] | ||
Accounts receivable pledged | $ 18,074 | $ 18,112 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 22,074 | $ 17,108 |
Goods in transit | 737 | 2,846 |
Work in process | 1,529 | 582 |
Raw materials | 4,647 | 2,706 |
Total inventories | $ 28,987 | $ 23,242 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Write-downs for inventories | $ 148 | $ 983 |
Project Assets, net (Details)
Project Assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Lived Assets Held-for-sale [Line Items] | ||
Total project assets | $ 25,552 | $ 24,915 |
Project assets, current | 10,634 | 8,946 |
Project assets, noncurrent | 14,918 | 15,969 |
Completed for sale | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Project assets | 10,931 | 10,353 |
Under Development [Member] | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Project assets | $ 14,621 | $ 14,562 |
Project Assets (Details Narrati
Project Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Certain Project Assets [Member] | ||
Impairment of Ongoing Project | $ 370 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit and prepayment, net of provision of $10,090 and $10,564, respectively (a) | $ 6,333 | $ 7,726 |
Provision for deposit and prepayment for acquisitions | 10,090 | 10,564 |
Other receivable, net of provision of $3,409 and $2,306, respectively (b) | 1,300 | 1,858 |
Provision for other receivables | 3,409 | 2,306 |
Total prepaid expenses and other current assets, net | $ 7,633 | $ 9,584 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deposits Assets, Current | $ 3,865 | |
Purchase Deposit | $ 2,506 | |
Prepaid Insurance | 2,468 | |
Purchase of raw materials | 5,166 | |
Value added tax recoverable | 840 | 97 |
Other receivable | 1,300 | 1,858 |
Provision for prepaid and other current assets | 1,574 | $ 0 |
Tocoo Corporation [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivable | $ 1,389 |
Intangible Assets, net (Details
Intangible Assets, net (Details - Intangible Assets) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 13,686 | $ 13,685 |
Intangible assets, Accumulated Amortization | (9,669) | (8,733) |
Intangible assets, Impairment Charge | (1,430) | (1,519) |
Intangible assets, Net | $ 2,587 | $ 3,433 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 57 months | 57 months |
Intangible assets, Gross | $ 2,700 | $ 2,700 |
Intangible assets, Accumulated Amortization | (2,700) | (2,700) |
Intangible assets, Impairment Charge | 0 | 0 |
Intangible assets, Net | $ 0 | $ 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 120 months | 120 months |
Intangible assets, Gross | $ 7,642 | $ 7,642 |
Intangible assets, Accumulated Amortization | (5,470) | (5,193) |
Intangible assets, Impairment Charge | (1,430) | (1,519) |
Intangible assets, Net | $ 742 | $ 930 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 60 months | 60 months |
Intangible assets, Gross | $ 1,400 | $ 1,400 |
Intangible assets, Accumulated Amortization | (607) | (327) |
Intangible assets, Impairment Charge | 0 | 0 |
Intangible assets, Net | $ 793 | $ 1,073 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 60 months | 60 months |
Intangible assets, Gross | $ 1,574 | $ 1,574 |
Intangible assets, Accumulated Amortization | (682) | (367) |
Intangible assets, Impairment Charge | 0 | 0 |
Intangible assets, Net | 892 | 1,207 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 370 | 369 |
Intangible assets, Accumulated Amortization | (210) | (146) |
Intangible assets, Impairment Charge | 0 | 0 |
Intangible assets, Net | $ 160 | $ 223 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 60 months | 60 months |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life (in months) | 84 months | 84 months |
Intangible Assets, net (Detai_2
Intangible Assets, net (Details - Future Amortization) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 935 | |
2024 | 935 | |
2025 | 717 | |
2026 | 0 | |
2026 | 0 | |
Intangible assets, Net | $ 2,587 | $ 3,433 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangibles | $ 0 | $ 0 |
Amortization expense for other intangible assets | $ 936 | $ 3,931 |
Property, Plant and Equipment,
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 53,047 | $ 47,085 |
Less: accumulated depreciation | (11,491) | (11,335) |
Property plant and equipment, net | 41,556 | 35,750 |
P V Solar Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 33,354 | 34,487 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 12,796 | 3,138 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 4,344 | 4,673 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 2,098 | 2,545 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 455 | 332 |
Bitcoin Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 0 | $ 1,910 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 3,226 | $ 3,344 |
Asset Impairment Charges | 1,955 | 0 |
Property And Equipment [Member] | ||
Asset Impairment Charges | $ 0 | $ 0 |
Fair value measurement (Details
Fair value measurement (Details - ILIAD and Streeterville Capital) - Derivative Liability [Member] - Streeterville Convertible Bond [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Measurement Input, Expected Term [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Range of rates | 0.87-1.04 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Range of rates | 4.44%-4.63% |
Measurement Input, Price Volatility [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Range of rates | 86.2%-87.3% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Range of rates | 0 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Derivative Liability | $ 3,406 | $ 0 |
Increase (Decrease) in Derivative Liabilities | (183) | (67) |
Increase (Decrease) in Derivative Liabilities | $ 183 | $ 67 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Other payable | $ 7,825 | $ 4,294 |
Tax penalty payable (a) | 2,780 | 2,780 |
Accrued expense | 1,879 | 786 |
Other tax payables | 2,387 | 1,086 |
Other accrual and payables | 1,101 | 1,148 |
Total accrued liabilities | $ 15,972 | $ 10,094 |
Short-term Borrowings and Lon_3
Short-term Borrowings and Long-term Borrowings (Details - Debt) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Debtor finance | $ 4,580 | $ 3,677 |
Other short-term borrowings | 5,113 | 5,111 |
Current portion of long-term borrowings | 371 | 332 |
Total short-term borrowings and current portion of long-term borrowings | 10,064 | 9,120 |
Long-term bank borrowings | 6,818 | 12,366 |
Other long-term borrowings | 150 | 766 |
Total long-term borrowings | 6,968 | 13,132 |
Less: current portion of long-term borrowings | (371) | (332) |
Total long-term borrowings, excluding current portion | 6,597 | 12,800 |
Total borrowings | $ 16,661 | $ 21,920 |
Short-term Borrowings and Lon_4
Short-term Borrowings and Long-term Borrowings (Details - Maturities) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 371 | |
2024 | 423 | |
2025 | 474 | |
2026 | 514 | |
2027 | 5,052 | |
Thereafter | 134 | |
Total long-term borrowings | $ 6,968 | $ 13,132 |
Short-term Borrowings and Lon_5
Short-term Borrowings and Long-term Borrowings (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Feb. 07, 2022 | May 05, 2020 | Apr. 12, 2020 | Apr. 08, 2020 | Feb. 16, 2022 | May 18, 2021 | Feb. 24, 2021 | Jan. 24, 2021 | May 26, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 0 | ||||||||||
Gain on extinguishment of debt | (2,634) | $ 0 | |||||||||
Debt maturity date | the loan was extended from February 23, 2022 to February 23, 2023 | ||||||||||
Interest expenses of bank loans from continuing operations | $ 1,256 | $ 1,214 | |||||||||
Short-Term Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Average interest rate on short-term, borrowings | 10.96% | 9.02% | |||||||||
Paycheck Protection Program [Member] | Phoenix [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 551 | $ 586 | |||||||||
Gain on extinguishment of debt | $ 586 | $ 551 | |||||||||
Paycheck Protection Program [Member] | S P I Solar Inc [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 163 | ||||||||||
Paycheck Protection Program [Member] | Knight Holding Corporation [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 42 | ||||||||||
Paycheck Protection Program [Member] | SPI Solar and Knight Holding [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain on extinguishment of debt | $ 205 | ||||||||||
Paycheck Protection Program [Member] | SJ US [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 4,508 | ||||||||||
Gain on extinguishment of debt | $ 4,508 | ||||||||||
Debt maturity date | May 17, 2026 | ||||||||||
EIDL Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 150 | ||||||||||
EIDL Loan [Member] | U S Small Business Association [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | May 26, 2050 | ||||||||||
Debt stated interest rate | 3.75% | ||||||||||
East West Bank Loan [Member] | SJ US [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loan | $ 5,000 | ||||||||||
Debt maturity date | Feb. 23, 2022 | ||||||||||
Debt stated interest rate | 3.25% | ||||||||||
Security Deposit | $ 5,000 | ||||||||||
Santander Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | February 16, 2027 | ||||||||||
Debt stated interest rate | 3.96% | 2.84% | |||||||||
Termination Loans | $ 5,068 | $ 5,918 | |||||||||
Interest Expense, Long-term Debt | $ 3,794 | 1,274 | |||||||||
East West Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt maturity date | May 19 2027 | ||||||||||
Interest Expense, Long-term Debt | $ 1,750 | $ 1,940 |
Convertible Bonds (Details)
Convertible Bonds (Details) - Convertible Bonds [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible bonds, net of unamortized debt discount | $ 42,676 | $ 48,603 |
Brilliant King Group Limited [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible bonds, net of unamortized debt discount | 12,000 | 12,000 |
Poseidon Sports Limited [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible bonds, net of unamortized debt discount | 3,000 | 3,000 |
Vision Edge Limited [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible bonds, net of unamortized debt discount | 20,000 | 20,000 |
Streeterville Capital L L C [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible bonds, net of unamortized debt discount | $ 7,676 | $ 13,603 |
Convertible Bonds (Details Narr
Convertible Bonds (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Nov. 12, 2022 | Sep. 30, 2022 | Jun. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 12, 2021 | Nov. 03, 2020 | |
Streeterville 2021 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face value | $ 16,840,000 | ||||||
Amortization of the debt discount | 3,216,846 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 2,634 | ||||||
Payments of Financing Costs | $ 93 | $ 72 | $ 30 | ||||
Streeterville 2022 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face value | $ 2,110,000 | ||||||
Streeterville Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||
Amended 2021 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of the debt discount | 301,724,000 | ||||||
Carrying amount | $ 3,407,000 | ||||||
Amortization of Debt Discount (Premium) | $ 1,313,000 | ||||||
Interest rate | 11.55% | ||||||
Amended 2022 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | 110,000 | ||||||
Convertible Promissory Note [Member] | Streeterville 2021 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of Debt Discount (Premium) | $ 83,000 | ||||||
Convertible Promissory Note [Member] | Direct Transaction Costs [Member] | Streeterville 2021 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | 10,000 | ||||||
Convertible Promissory Note [Member] | Discount At Issuance [Member] | Streeterville 2021 Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | $ 100,000 | ||||||
All Convertible Bonds [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying amount | 2,560,000 | 438,000 | |||||
Carrying amount | $ 42,676,000 | $ 48,603,000 |
Amount Due to an Affiliate (Det
Amount Due to an Affiliate (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amount Due To Affiliate | ||
Payment made by Sinsin on behalf of the Group | $ 10,548 | $ 10,603 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 10, 2022 | Mar. 06, 2021 | Dec. 22, 2022 | Mar. 31, 2022 | Jul. 31, 2021 | Feb. 08, 2021 | Aug. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Stock issued new, shares | 2,100,000 | ||||||||
Number of shares issued | 1,150,000 | ||||||||
Share price | $ 7.5 | $ 1.01 | |||||||
Note settled | $ 8,659 | $ 1,925 | |||||||
Ordinary shares | 3,216,846 | 444,917 | |||||||
Note redeemed | $ 535 | $ 2,450 | |||||||
Note redeemed shares | 301,724 | 630,252 | |||||||
Options Exercised [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Options exercised | 0 | 310,500 | |||||||
Lighting Charm Limited [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of options granted | 1,000,000 | ||||||||
Exercise price | $ 3.82 | ||||||||
Options exercised | 285,500 | ||||||||
Management Members [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 229,888 | 184,000 | |||||||
Redchip Companies [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of shares issued | 5,000 | ||||||||
Registered Direct Offering [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Stock issued new, shares | 1,365,375 | ||||||||
Proceeds from issuance of stock | $ 13,591 | ||||||||
Share price | $ 10.79 | ||||||||
Phoenix [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Stock to be issued for employee incentive plan, shares | 42,442 | 71,327 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||||
Jun. 10, 2022 | Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 5,680 | $ 3,521 | ||||
Issuance of ordinary shares in offering, shares | 2,100,000 | |||||
S P I Energy And Subsidiaries [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 793 | |||||
S P I Energy And Subsidiaries [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 2,094 | |||||
Phoenix [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 138 | |||||
Issuance of ordinary shares in offering, shares | 30 | |||||
Phoenix [Member] | Standby Equity Purchase Agreement [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Issuance of ordinary shares in offering, shares | 61,421 | |||||
S P I Energy And Subsidiaries [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity interest percentage | 86% | 89% | ||||
Phoenix [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Equity interest percentage | 14% | 11% |
Share-based Compensation (Detai
Share-based Compensation (Details - Stock-Based Compensation Expense by Award type) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,718 | $ 5,789 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 3,095 | 4,593 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 623 | $ 1,196 |
Share-based Compensation (Det_2
Share-based Compensation (Details - Compensation expense by line item) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,718 | $ 5,789 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,700 | 5,771 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 18 | $ 18 |
Share-based Compensation (Det_3
Share-based Compensation (Details - Assumptions) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 3 months | |
Risk-free interest rate, | 0% | |
Risk-free interest rate, minimum | 0.11% | |
Risk-free interest rate, maximum | 0.16% | |
Expected volatility | 0% | |
Expected volatility, minimum | 713% | |
Expected volatility, maximum | 719% | |
Expected dividend yield | 0% | 0% |
Equity Incentive Plan 2021 Of Phoenix [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 3 months | |
Risk-free interest rate, | 1.52% | |
Risk-free interest rate, minimum | 3.04% | |
Risk-free interest rate, maximum | 3.97% | |
Expected volatility, minimum | 137.70% | 64.40% |
Expected volatility, maximum | 169.30% | 69% |
Expected dividend yield | 0% | 0% |
Equity Incentive Plan 2021 Of Phoenix [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 1 year | |
Equity Incentive Plan 2021 Of Phoenix [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 3 years | |
Equity Incentive Plan 2021 Solar Juice [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 3 months | 3 years |
Risk-free interest rate, | 1.52% | |
Risk-free interest rate, minimum | 2.94% | |
Risk-free interest rate, maximum | 3.93% | |
Expected volatility | 45.30% | |
Expected volatility, minimum | 73.54% | |
Expected volatility, maximum | 74.17% | |
Expected dividend yield | 0% | 0% |
Share-based Compensation (Det_4
Share-based Compensation (Details - Option Activity) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding at the beginning of the period | 1,215,900 | 388,900 | |
Outstanding at the beginning of the period | $ 8 | $ 10 | |
Weighted Average Remaining Contractual Life, Forfeited/expired | 7 years 10 months 13 days | 9 years 14 days | 7 years 6 months 7 days |
Aggregate Intrinsic Value at the beginning | $ 82 | $ 486 | |
Granted (in shares) | 0 | 969,000 | |
Granted (in dollars per share) | $ 0 | $ 7 | |
Exercised (in shares) | 0 | (25,000) | |
Exercised (in dollars per share) | $ 0 | $ 4 | |
Forfeited (in shares) | 0 | (117,000) | |
Forfeited (in dollars per share) | $ 0 | $ 11 | |
Exercised (in shares) | 0 | 25,000 | |
Forfeited (in shares) | 0 | 117,000 | |
Outstanding at the end of the period | 1,215,900 | 1,215,900 | 388,900 |
Outstanding at the end of the period | $ 7,000 | $ 8 | $ 10 |
Aggregate Intrinsic Value at the end | $ 1 | $ 82 | $ 486 |
Vested and exercisable at the end of the period (in shares) | 440,150 | ||
Vested and exercisable at the end of the period (in dollars) | $ 6 | ||
Vested and exercisable at the end of the period | 7 years 4 months 6 days | ||
Vested and exercisable at year end | $ 1 | ||
Expected to vest at the end of the period (in shares) | 775,750 | ||
Expected to vest at the end of the period (in dollars) | $ 7 |
Share-based Compensation (Det_5
Share-based Compensation (Details - Options by Exercise Price) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares Exercisable | shares | 440,150 |
Weighted average remaining contractual life | 7 years 4 months 6 days |
Weighted average exercise price | $ 6.36 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 1 |
Price Range 1 [Member] | |
Share-Based Payment Arrangement, Option, 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 | 1,000 |
Weighted average remaining contractual life | 2 years 29 days |
Weighted average exercise price | $ 172 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
Price Range 2 [Member] | |
Share-Based Payment Arrangement, Option, 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 | 14,600 |
Weighted average remaining contractual life | 3 years 3 months 29 days |
Weighted average exercise price | $ 62.03 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
Price Range 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Lower exercise price per share (in dollars per share) | $ 3 |
Upper exercise price per share (in dollars per share) | $ 39 |
Shares Exercisable | shares | 412,050 |
Weighted average remaining contractual life | 7 years 6 months 7 days |
Weighted average exercise price | $ 7.54 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 0 |
Price Range 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Lower exercise price per share (in dollars per share) | $ 1 |
Upper exercise price per share (in dollars per share) | $ 2 |
Shares Exercisable | shares | 12,500 |
Weighted average remaining contractual life | 6 years 9 months 18 days |
Weighted average exercise price | $ 1.61 |
Aggregate Intrinsic Value (in Dollars) | $ | $ 1 |
Share-based Compensation (Det_6
Share-based Compensation (Details - RSU'S) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock units at beginning of year (in shares) | 0 | 0 |
Restricted stock units at beginning of year (in dollars per share) | 0 | 0 |
Granted (in shares) | 229,888 | 184,000 |
Granted (in dollars per share) | $ 2.71 | $ 6.34 |
Forfeited (in shares) | (229,888) | (184,000) |
Forfeited (in dollars per share) | $ 2.71 | $ 6.34 |
Restricted stock units at end of year (in shares) | 0 | 0 |
Restricted stock units at end of year (in dollars per share) | 0 | 0 |
Share-based Compensation (Det_7
Share-based Compensation (Details - Phoenix's) - Phoenix Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding at the beginning of the period | 1,686,500 | 0 |
Outstanding at the beginning of the period | $ 1.72 | $ 0 |
Granted (in shares) | 888,000 | 2,040,500 |
Granted (in dollars per share) | $ 1,700 | $ 1.72 |
Exercised (in shares) | 80,625 | 0 |
Forfeited (in shares) | (731,375) | (354,000) |
Forfeited (in dollars per share) | $ 1.72 | $ 1.72 |
Weighted Average Remaining Contractual Life | 9 years 5 months 12 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,091 | |
Exercised (in shares) | (80,625) | 0 |
Outstanding at the end of the period (in shares) | 1,762,500 | 1,686,500 |
Outstanding at the end of the period | $ 1.71 | $ 1.72 |
Weighted Average Remaining Contractual Life | 8 years 11 months 4 days | |
Vested and exercisable at the end of the period (in shares) | 212,063 | |
Expected vested shares at end of year | $ 1.63 | |
Weighted Average Remaining Contractual Life | 8 years 3 months | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 12 | |
Non-vested shares at end of year (in shares) | 1,550,437 | |
Expected vested shares at end of year | $ 1.72 |
Share-based Compensation (Det_8
Share-based Compensation (Details - SJ group stock option activities) - S J Group Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding at the beginning of the period | 1,116,075 | 0 |
Outstanding at the beginning of the period | $ 1.92 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 378,752 | 1,529,290 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.56 | $ 1.92 |
Exercise of employee share option, shares | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (450,179) | (413,215) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 1.92 | $ 1.92 |
Weighted Average Remaining Contractual Life | 9 years 5 months 8 days | |
Beginning Exercisable | $ 1,607 | |
Outstanding at the end of the period (in shares) | 1,044,648 | 1,116,075 |
Outstanding at the end of the period | $ 2.51 | $ 1.92 |
Weighted Average Remaining Contractual Life | 8 years 9 months 18 days | |
Ending Exercisable | $ 3,861 | $ 1,607 |
Vested and exercisable at the end of the period (in shares) | 166,474 | |
Expected vested shares at end of year | $ 1.92 | |
Weighted Average Remaining Contractual Life | 8 years 4 months 9 days | |
Vested and exerciable | $ 694 | |
Non-vested shares at end of year (in shares) | 878,174 | |
Non- vested shares at end of year | $ 2.63 |
Share-based Compensation (Det_9
Share-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||||
Oct. 02, 2022 | Jul. 06, 2022 | Feb. 28, 2021 | Jan. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Expense | $ 3,718,000 | $ 5,789,000 | ||||
Stock-based compensation expense | 3,095,000 | 5,789,000 | ||||
Unrecognized share-based compensation expenses | $ 9,663,000 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 6 months | |||||
Solar Juice [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued and vested | 106,250 | 272,502 | ||||
Exercise price | $ 7.26 | $ 2.11 | ||||
Weighted-average grant-date fair value | $ 4.19 | $ 4.36 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Expense | $ 3,095,000 | $ 4,593,000 | ||||
Unrestricted Stock Units [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 793 | |||||
Granted | 505,000 | |||||
SJ Cayman Options [Member] | SJ Cayman [Member] | Xiaofeng Denton Peng [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued and vested | 1,500,000 | |||||
Exercise price | $ 1.92 | |||||
Phoenix Stock Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted | 888,000 | 2,040,500 | ||||
Exercise price | $ 1.63 | |||||
Exercise price | $ 1,700 | $ 1.72 | ||||
Phoenix Stock Option [Member] | Phoenix [Member] | Xiaofeng Denton Peng [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued and vested | 1,050,000 | |||||
Exercise price | $ 1.29 | |||||
Equity Incentive 2015 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 229,888 | 184,000 | ||||
2021 SolarJuice Equity Incentive Plan [Member] | SJ Cayman Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued and vested | 1,529,290 | |||||
Exercise price | $ 1.92 | |||||
Weighted-average grant-date fair value | $ 1.72 | $ 1.72 |
Income Taxes (Details - Loss be
Income Taxes (Details - Loss before Provision) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (35,293) | $ (45,860) |
Foreign Countries | 3,562 | 2,480 |
Total loss before income taxes | $ (31,731) | $ (43,380) |
Income Taxes (Details - Provisi
Income Taxes (Details - Provision for income taxes) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax: | ||
Federal tax | $ 0 | $ 0 |
State tax | 21 | 4 |
Foreign countries | 2,439 | 1,672 |
Total current tax | 2,460 | 1,676 |
Deferred tax: | ||
Federal tax | 0 | 0 |
State tax | 0 | 0 |
Foreign countries | 468 | 222 |
Total deferred tax | (468) | (222) |
Total provision for income taxes | $ 1,992 | $ 1,454 |
Income Taxes (Details - Tax rec
Income Taxes (Details - Tax reconciliation) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes at U.S. Federal statutory rate | $ (6,664) | $ (9,110) |
State taxes, net of federal benefit | (3,958) | (10) |
Foreign taxes at different rate | 730 | 869 |
Non-deductible expenses | 47 | 12 |
Valuation allowance | 16,382 | 9,645 |
Other | (475) | (82) |
Share Based Compensation | 145 | 130 |
Deferred True-up | (3,473) | 0 |
Credits | (742) | 0 |
Total provision for income taxes | $ 1,992 | $ 1,454 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred income taxes) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 97,622 | $ 86,624 |
Impairment of property and equipment, and project assets | 86 | 541 |
Temporary differences due to accrued warranty costs | 83 | 103 |
Investment in subsidiaries | 3,777 | 4,459 |
Credits | 1,246 | 16 |
Allowance for bad debts | 2,021 | 2,076 |
Fair value adjustment arising from subsidiaries acquisition | 26 | 30 |
Stock compensation | 2,790 | 1,861 |
Unrealized loss on derivatives | 5,918 | 5,095 |
Unrealized investment loss | 3,963 | 3,407 |
Other temporary differences | 11,101 | 7,726 |
Valuation allowance | (128,152) | (111,770) |
Total deferred tax assets | 479 | 168 |
Deferred tax liabilities: | ||
Fair value adjustment arising from subsidiaries acquisition | (2,673) | (2,970) |
Total deferred tax liabilities | (2,673) | (2,970) |
Net deferred tax liabilities | $ (2,194) | $ (2,802) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Research and development credit | $ 758,000 | |
Increase (decrease) in valuation allowance | 13,915,000 | $ 9,645,000 |
Unrecognized tax benefits | 0 | $ 0 |
Research and Development Expense | $ 1,472,000 | |
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years | |
Never Expires [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 488 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforward | 396,601,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 86,156 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 310,445 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforward | 181,865,000 | |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforward | $ 17,743,000 |
Net Loss Per Share (Details - B
Net Loss Per Share (Details - Basic and Diluted) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to shareholders of SPI Energy Co., Ltd. | $ (33,421) | $ (45,491) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 26,513,193 | 24,192,815 |
Weighted Average Number of Shares Outstanding, Diluted | 26,513,193 | 24,192,815 |
Earnings Per Share, Basic | $ (1.3) | $ (1.9) |
Earnings Per Share, Diluted | $ (1.3) | $ (1.9) |
Net Loss Per Share (Details - A
Net Loss Per Share (Details - Antidilutive shares) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 516,778 | 755,300 |
Options And Restricted [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,000 | 53,300 |
Convertible Bonds [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 511,778 | 702,000 |
Leases (Details - Maturity of L
Leases (Details - Maturity of Lease Liabilities) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 2,571 | |
2024 | 2,200 | |
2025 | 2,558 | |
2026 | 2,689 | |
2027 | 1,869 | |
Thereafter | 11,825 | |
Total lease payments | 23,712 | |
Less: interest | (7,849) | |
Present value of lease payments | 15,863 | |
Operating lease liabilities, current | 1,607 | $ 1,351 |
Operating lease liabilities, noncurrent | $ 14,256 | $ 12,522 |
Leases (Details - Supplemental
Leases (Details - Supplemental information related to operating leases) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,395 | $ 1,772 |
New operating lease assets obtained in exchange for operating lease liabilities | $ 3,450 | $ 8,502 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease expenses | $ 2,395 | $ 1,772 |
Lease termination costs | 150 | |
Right of use assets | 14,152 | 13,923 |
Lease liabilities | 151 | |
Impairment of right-of-use assets | $ 1,585 | |
Impairment charges of long-lived assets | $ 0 | |
Weighted average remaining lease term | 12 years 8 months 12 days | 12 years 3 months 18 days |
Weighted average discount rate | 6.16% | 6.16% |
Lease [Member] | ||
Right of use assets | $ 151 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitment | $ 1,112 |
Concentration Risk (Details Nar
Concentration Risk (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
One Customer [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18% | 21% |
Suppliers One [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14% | |
Suppliers Two [Member] | Accounts Payable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Due from related parties | $ 332 | $ 230 |
Segment Information (Details -
Segment Information (Details - Segment information) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 177,518 | $ 161,993 |
Cost of sales | 163,033 | 151,373 |
Gross profit (loss) | 14,485 | 10,620 |
Renewable Energy Solutions [Member] | ||
Revenues | 166,582 | 152,166 |
Cost of sales | 157,039 | 142,441 |
Gross profit (loss) | 9,543 | 9,725 |
Solar Projects Development [Member] | ||
Revenues | 5,725 | 5,481 |
Cost of sales | 2,056 | 2,133 |
Gross profit (loss) | 3,669 | 3,348 |
Electric Vehicles [Member] | ||
Revenues | 4,181 | 2,977 |
Cost of sales | 3,417 | 3,540 |
Gross profit (loss) | 764 | (563) |
Others [Member] | ||
Revenues | 1,030 | 1,369 |
Cost of sales | 521 | 3,259 |
Gross profit (loss) | $ 509 | $ (1,890) |
Segment Information (Details _2
Segment Information (Details - Segment assets) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment assets | ||
Renewable energy solutions | $ 71,260 | $ 52,946 |
Solar projects development | 133,663 | 144,852 |
Electric vehicles | 20,275 | 17,738 |
Others | 5,897 | 12,544 |
Total segment assets | $ 231,095 | $ 228,080 |
Segment Information (Details _3
Segment Information (Details - intangible assets, long-term investment) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-lived assets | $ 70,626 | $ 65,642 |
AUSTRALIA | ||
Long-lived assets | 398 | 577 |
UNITED STATES | ||
Long-lived assets | 46,307 | 37,021 |
JAPAN | ||
Long-lived assets | 586 | 1,414 |
ITALY | ||
Long-lived assets | 1,508 | 1,749 |
UNITED KINGDOM | ||
Long-lived assets | 7,945 | 9,477 |
GREECE | ||
Long-lived assets | $ 13,882 | $ 15,404 |