UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November 2020
Commission File No.: 001-37678
SPI ENERGY CO., LTD.
#1128, 11/F, No. 52 Hung To Road
Kwun Tong, Kowloon
Hong Kong S.A.R.
(Address of Principal Executive Offices.)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Results of Operations and Financial Condition
SPI Energy Co., Ltd. (the “Company”) hereby furnishes its Unaudited Condensed Consolidated Balance Sheet as of June 30, 2020 and Unaudited Condensed Consolidated Statements of Operations for the six-month period ended June 30, 2020 (the “Interim Financial Statements”) as attached in Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The Company’s Interim Financial Statements are prepared and presented in accordance with U.S. GAAP. However, the Interim Financial Statements have not been audited or reviewed by the Company’s independent registered accounting firm. During the course of preparing the Interim Financial Statements, the Company noted various significant outstanding and uncertain matters, including but not limited to, its liquidity and ability to continue as a going concern.
The Interim Financial Statements may be adjusted in connection with the audit of the Company’s financial statements for the year ended December 31, 2020. In addition, accounting estimates and assumptions made in preparing the Company’s consolidated financial statements as of and for the year ended December 31, 2020 may differ from that used in the Interim Financial Statements due to the differences in reporting periods and changes in the Company’s financial conditions during those periods. As a result, the Company cannot assure you that its consolidated financial statements as of and for the year ended December 31, 2020 will not contain significant differences, adjustments or discrepancies from the Interim Financial Statements. The Company’s historical results do not necessarily indicate results expected for any future periods.
Cautionary Note about Forward-looking Statements. This Report of Foreign Private Issuer on Form 6-K contains certain “forward-looking statements.” These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. All forward-looking statements are based upon information available to the Company as of the date of this Report of Foreign Private Issuer on Form 6-K, which may change, and the Company undertakes no obligation to update or revise any forward-looking statements, except as may be required under applicable securities law.
Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 25, 2020
SPI ENERGY CO., LTD.
By: /s/ Xiaofeng Peng
Name: Xiaofeng Peng
Title: Chief Executive Officer
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Exhibit 99.1
SPI ENERGY CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
June 30, 2020 |
December 31, 2019 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,261 | $ | 2,764 | ||||
| Restricted cash | 36 | 239 | ||||||
| Accounts receivable, net | 16,945 | 16,539 | ||||||
| Inventories, net | 10,565 | 13,781 | ||||||
| Project assets, net | 18,901 | 17,842 | ||||||
| Prepaid expenses and other current assets, net | 7,589 | 5,170 | ||||||
| Amount due from related parties | 155 | 154 | ||||||
| Total current assets | 57,452 | 56,489 | ||||||
| Intangible assets, net | 1,529 | 1,528 | ||||||
| Goodwill | 626 | 626 | ||||||
| Other receivable, noncurrent | 286 | 283 | ||||||
| Property, plant and equipment, net | 28,538 | 31,783 | ||||||
| Project assets, noncurrent, net | 16,490 | 16,495 | ||||||
| Investment in affiliates, net | 69,606 | 69,606 | ||||||
| Deferred tax assets, net | 41 | 58 | ||||||
| Operating lease right-of-use assets | 5,099 | 1,985 | ||||||
| Total assets | $ | 179,667 | $ | 178,853 | ||||
| LIABILITIES AND EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 17,467 | $ | 19,677 | ||||
| Accrued liabilities | 6,224 | 9,177 | ||||||
| Income taxes payable | 860 | 561 | ||||||
| Advance from customers | 17,063 | 17,632 | ||||||
| Short-term borrowings and current portion of long-term borrowings | 3,073 | 2,857 | ||||||
| Amount due to an affiliate | 8,222 | 9,128 | ||||||
| Convertible bonds, net of unamortized debt discount | 55,000 | 55,907 | ||||||
| Amount due to related parties | 917 | – | ||||||
| Operating lease liability, current | 373 | 426 | ||||||
| Derivative liability | – | 652 | ||||||
| Consideration payable | 55,535 | 54,000 | ||||||
| Total current liabilities | 164,734 | 170,017 | ||||||
| Convertible bonds, noncurrent | – | – | ||||||
| Long-term borrowings, excluding current portion | 5,619 | 6,039 | ||||||
| Amount due to an affiliate, noncurrent | 1,046 | 1,728 | ||||||
| Deferred tax liabilities | 3,371 | 3,506 | ||||||
| Accrued warranty reserve | – | 1,538 | ||||||
| Operating lease liabilities, noncurrent | 4,650 | 1,500 | ||||||
| Total liabilities | 179,420 | 184,328 | ||||||
| Equity (deficit): | ||||||||
| Ordinary shares, par $0.0001, 500,000,000 shares authorized, 14,837,469 and 14,621,125 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 1 | 1 | ||||||
| Additional paid in capital | 613,442 | 612,726 | ||||||
| Accumulated other comprehensive loss | (33,259 | ) | (35,527 | ) | ||||
| Accumulated deficit | (582,722 | ) | (585,384 | ) | ||||
| Total deficit attributable to shareholders of SPI Energy Co., Ltd. | (2,538 | ) | (8,184 | ) | ||||
| Noncontrolling interests | 2,785 | 2,709 | ||||||
| Total equity (deficit) | 247 | (5,475 | ) | |||||
| Total liabilities and equity | $ | 179,667 | $ | 178,853 | ||||
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SPI ENERGY CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share data)
| For the Six Months Ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| Net sales | $ | 56,364 | $ | 49,727 | ||||
| Cost of goods sold | 53,221 | 44,148 | ||||||
| Gross profit | 3,143 | 5,579 | ||||||
| Operating (income) expenses: | ||||||||
| General and administrative | 2,825 | 10,640 | ||||||
| Sales, marketing and customer service | 634 | 1,242 | ||||||
| Reversal of impairment charge on project assets | (3,751 | ) | – | |||||
| Provision for doubtful accounts | – | 175 | ||||||
| Total operating (income) expenses | (292 | ) | 12,057 | |||||
| Operating income (loss) | 3,435 | (6,478 | ) | |||||
| Other expense: | ||||||||
| Interest expense, net | 2,053 | 1,508 | ||||||
| Change in fair value of derivative liability | (498 | ) | – | |||||
| Net foreign exchange gain | (1,056 | ) | (179 | ) | ||||
| Others | (199 | ) | (205 | ) | ||||
| Total other expense, net | 300 | 1,124 | ||||||
| Income (loss) before income taxes | 3,135 | (7,602 | ) | |||||
| Income tax expense | 390 | 205 | ||||||
| Net income (loss) including noncontrolling interests | $ | 2,745 | $ | (7,807 | ) | |||
| Less: Net income attributable to noncontrolling interests | 83 | 41 | ||||||
| Net income (loss) attributable to shareholders of SPI Energy Co., Ltd. | $ | 2,662 | $ | (7,848 | ) | |||
| Net income (loss) from per ordinary share: | ||||||||
| Basic and Diluted | $ | 0.18 | $ | (0.7 | ) | |||
| Weighted average shares outstanding | ||||||||
| Basic and Diluted | 14,805,098 | 10,811,053 | ||||||
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