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SPI Energy Co., Ltd. – ‘20-F’ for 12/31/18 – ‘R28’

On: Tuesday, 4/30/19, at 4:55pm ET · For: 12/31/18 · Accession #: 1683168-19-1261 · File #: 1-37678

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/19  SPI Energy Co., Ltd.              20-F       12/31/18  143:9.5M                                   GlobalOne Filings Inc/FA

Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   1.16M 
 2: EX-4.49     Share Purchase Agreement                            HTML     74K 
 3: EX-4.50     Share Purchase Agreement                            HTML     74K 
 4: EX-4.51     Share Purchase Agreement                            HTML     74K 
 5: EX-4.52     Share Purchase Agreement                            HTML     73K 
 6: EX-4.53     Share Purchase Agreement                            HTML     74K 
 7: EX-4.54     Share Purchase Agreement                            HTML     99K 
 9: EX-13.1     Certification by the Chief Executive Officer        HTML     36K 
 8: EX-12.1     Certification by the Chief Executive Officer        HTML     41K 
10: EX-15.1     Consent of Independent Registered Public            HTML     37K 
                Accounting Firm                                                  
11: EX-15.2     Consent                                             HTML     36K 
18: R1          Document and Entity Information                     HTML     65K 
19: R2          Consolidated Balance Sheets                         HTML    182K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
21: R4          Consolidated Statements of Operations               HTML    151K 
22: R5          Consolidated Statements of Comprehensive Loss       HTML     69K 
23: R6          Consolidated Statements of Equity (Deficit)         HTML     97K 
24: R7          Consolidated Statements of Cash Flows               HTML    210K 
25: R8          Reconciliation of Cash                              HTML     47K 
26: R9          1. Description of Business and Organization         HTML     55K 
27: R10         2. Going Concern                                    HTML     44K 
28: R11         3. Summary of Significant Accounting Policies       HTML    212K 
29: R12         4. Disposition of SPI China                         HTML     65K 
30: R13         5. Business Acquisitions                            HTML     46K 
31: R14         6. Deconsolidation of Sinsin                        HTML     51K 
32: R15         7. Restricted Cash                                  HTML     39K 
33: R16         8. Accounts Receivable                              HTML     54K 
34: R17         9. Inventories, net                                 HTML     42K 
35: R18         10. Project Assets                                  HTML     44K 
36: R19         11. Prepaid Expenses and Other Current Assets       HTML     46K 
37: R20         12. Intangible Assets                               HTML     52K 
38: R21         13. Goodwill                                        HTML     41K 
39: R22         14. Property, Plant and Equipment                   HTML     46K 
40: R23         15. Investment in Affiliates                        HTML     41K 
41: R24         16. Fair Value Measurement                          HTML     43K 
42: R25         17. Accrued Liabilities                             HTML     44K 
43: R26         18. Advance From Customers                          HTML     38K 
44: R27         19. Short-term Borrowings and Long-term Borrowings  HTML     51K 
45: R28         20. Convertible Bonds                               HTML     48K 
46: R29         21. Other Liabilities                               HTML     47K 
47: R30         22. Shareholders' Equity (Deficit)                  HTML     40K 
48: R31         23. Share-based Compensation                        HTML    102K 
49: R32         24. Income Taxes                                    HTML     75K 
50: R33         25. Net Loss Per Share                              HTML     49K 
51: R34         26. Commitments and Contingencies                   HTML     46K 
52: R35         27. Concentration Risk                              HTML     45K 
53: R36         28. Segment information                             HTML     57K 
54: R37         29. Related Party Transactions                      HTML     40K 
55: R38         30. Subsequent Events                               HTML     41K 
56: R39         3. Summary of Significant Accounting Policies       HTML    305K 
                (Policies)                                                       
57: R40         1. Description of Business and Organization         HTML     41K 
                (Tables)                                                         
58: R41         3. Summary of Significant Accounting Policies       HTML    141K 
                (Tables)                                                         
59: R42         4. Disposition of SPI China (Tables)                HTML     66K 
60: R43         5. Business Acquisitions (Tables)                   HTML     42K 
61: R44         6. Deconsolidation of Sinsin (Tables)               HTML     44K 
62: R45         8. Accounts Receivable (Tables)                     HTML     49K 
63: R46         9. Inventories, net (Tables)                        HTML     42K 
64: R47         10. Project Assets (Tables)                         HTML     41K 
65: R48         11. Prepaid Expenses and Other Current Assets       HTML     42K 
                (Tables)                                                         
66: R49         12. Intangible Assets (Tables)                      HTML     53K 
67: R50         13. Goodwill (Tables)                               HTML     41K 
68: R51         14. Property, Plant and Equipment (Tables)          HTML     44K 
69: R52         17. Accrued liabilities (Tables)                    HTML     42K 
70: R53         19. Short-term borrowings and long-term borrowings  HTML     50K 
                (Tables)                                                         
71: R54         21. Other liabilities (Tables)                      HTML     42K 
72: R55         23. Share-based Compensation (Tables)               HTML    104K 
73: R56         24. Income Taxes (Tables)                           HTML     73K 
74: R57         25. Net Loss Per Share (Tables)                     HTML     51K 
75: R58         26. Commitments and Contingencies (Tables)          HTML     40K 
76: R59         27. Concentration Risk (Tables)                     HTML     46K 
77: R60         28. Segment information (Tables)                    HTML     60K 
78: R61         2. Going Concern (Details Narrative)                HTML     55K 
79: R62         3. Summary of Significant Accounting Policies       HTML     50K 
                (Details - PPE useful lives)                                     
80: R63         3. Summary of Significant Accounting Policies       HTML     92K 
                (Details - Disaggregation of revenue by revenue                  
                stream)                                                          
81: R64         3. Summary of Significant Accounting Policies       HTML     62K 
                (Details - By timing of revenue recognition)                     
82: R65         3. Summary of Significant Accounting Policies       HTML     42K 
                (Details - Contract balance)                                     
83: R66         3. Summary of Significant Accounting Policies       HTML     44K 
                (Details - Capitalized interest)                                 
84: R67         3. Summary of Significant Accounting Policies       HTML     43K 
                (Details Narrative)                                              
85: R68         4. Disposition of SPI China (Details - Balance      HTML    136K 
                Sheet)                                                           
86: R69         4. Disposition of SPI China (Details - Statement    HTML     84K 
                of operation)                                                    
87: R70         4. Disposition of SPI China (Details Narrative)     HTML     45K 
88: R71         5. Business Acquisitions (Details)                  HTML     65K 
89: R72         5. Business Acquisitions (Details Narrative)        HTML     49K 
90: R73         6. Deconsolidation of Sinsin (Details)              HTML     78K 
91: R74         6. Deconsolidation of Sinsin (Details Narrative)    HTML     38K 
92: R75         7. Restricted cash (Details Narrative)              HTML     39K 
93: R76         8. Accounts Receivable (Details - Accounts          HTML     53K 
                receivable)                                                      
94: R77         8. Accounts Receivable (Details - Allowance for     HTML     48K 
                Doubtful Accounts)                                               
95: R78         8. Accounts Receivable (Details Narrative)          HTML     48K 
96: R79         9. Inventories (Details)                            HTML     45K 
97: R80         9. Inventories (Details Narrative)                  HTML     40K 
98: R81         10. Project Assets (Details)                        HTML     44K 
99: R82         10. Project Assets (Details Narrative)              HTML     52K 
100: R83         11. Prepaid expenses and other current assets       HTML     47K  
                (Details)                                                        
101: R84         11. Prepaid expenses and other current assets       HTML     50K  
                (Details Narrative)                                              
102: R85         12. Intangible Assets (Details - Intangible         HTML     54K  
                Assets)                                                          
103: R86         12. Intangible Assets (Details - Future             HTML     57K  
                Amortization)                                                    
104: R87         12. Intangible Assets (Details Narrative)           HTML     42K  
105: R88         13. Goodwill (Details - Goodwill)                   HTML     43K  
106: R89         13. Goodwil (Details Narrative)                     HTML     43K  
107: R90         14. Property, Plant and Equipment (Details)         HTML     60K  
108: R91         14. Property, Plant and Equipment (Details          HTML     41K  
                Narrative)                                                       
109: R92         15. Investment in Affiliates (Details Narrative)    HTML     59K  
110: R93         16. Fair value measurement (Details Narrative)      HTML     47K  
111: R94         17. Accrued liabilities (Details)                   HTML     51K  
112: R95         19. Short-term borrowings and long-term borrowings  HTML     61K  
                (Details - Debt)                                                 
113: R96         19. Short-term borrowings and long-term borrowings  HTML     58K  
                (Details - Maturities)                                           
114: R97         19. Short-term borrowings and long-term borrowings  HTML     60K  
                (Details Narrative)                                              
115: R98         20. Convertible Bonds (Details Narrative)           HTML     74K  
116: R99         21. Other liabilities (Details)                     HTML     51K  
117: R100        21. Other liabilities (Details Narrative)           HTML     50K  
118: R101        22. Stockholders' Deficit (Details Narrative)       HTML     58K  
119: R102        23. Stock-based Compensation (Details -             HTML     45K  
                Stock-Based Compensation Expense by Award type)                  
120: R103        23. Stock-based Compensation (Details -             HTML     47K  
                Compensation expense by line item)                               
121: R104        23. Stock-based Compensation (Details -             HTML     51K  
                Assumptions)                                                     
122: R105        23. Stock-based Compensation (Details - Option      HTML     91K  
                Activity)                                                        
123: R106        23. Stock-based Compensation (Details - Options by  HTML     63K  
                Exercise Price)                                                  
124: R107        23. Stock-based Compensation (Details - Non-vested  HTML     89K  
                options)                                                         
125: R108        23. Stock-based Compensation (Details - RSU's)      HTML     57K  
126: R109        23. Stock-based Compensation (Details Narrative)    HTML     41K  
127: R110        24. Income Taxes (Details - Loss before Provision)  HTML     45K  
128: R111        24. Income Taxes (Details - Provision for income    HTML     67K  
                taxes)                                                           
129: R112        24. Income Taxes (Details - Tax reconciliation)     HTML     76K  
130: R113        24. Income Taxes (Details - Deferred income taxes)  HTML     86K  
131: R114        24. Income Taxes (Details Narrative)                HTML     53K  
132: R115        25. Net Loss Per Share (Details - Basic and         HTML     55K  
                Diluted)                                                         
133: R116        25. Net Loss Per Share (Details - Antidilutive      HTML     44K  
                shares)                                                          
134: R117        26. Commitments and Contingencies (Details -        HTML     56K  
                Minimum lease payments)                                          
135: R118        26. Commitments and Contingencies (Details          HTML     42K  
                Narrative)                                                       
136: R119        27. Concentration Risk (Details - Accounts          HTML     55K  
                receivable risk)                                                 
137: R120        28. Segment information (Details - By Product)      HTML     53K  
138: R121        28. Segment information (Details - Geographic)      HTML     54K  
139: R122        28. Segment information (Details - Long-lived       HTML     53K  
                assets)                                                          
140: R123        29. Related Party Transactions (Details Narrative)  HTML     43K  
142: XML         IDEA XML File -- Filing Summary                      XML    264K  
141: EXCEL       IDEA Workbook of Financial Reports                  XLSX    153K  
12: EX-101.INS  XBRL Instance -- spi-20181231                        XML   2.86M 
14: EX-101.CAL  XBRL Calculations -- spi-20181231_cal                XML    400K 
15: EX-101.DEF  XBRL Definitions -- spi-20181231_def                 XML    825K 
16: EX-101.LAB  XBRL Labels -- spi-20181231_lab                      XML   1.62M 
17: EX-101.PRE  XBRL Presentations -- spi-20181231_pre               XML   1.32M 
13: EX-101.SCH  XBRL Schema -- spi-20181231                          XSD    264K 
143: ZIP         XBRL Zipped Folder -- 0001683168-19-001261-xbrl      Zip    233K

‘R28’ — 20. Convertible Bonds

This is an IDEA Financial Report. [ Alternative Formats ]

20. Convertible Bonds

12 Months Ended

Dec. 31, 2018

Convertible Bonds

Convertible Bonds

20.

Convertible Bonds

In December 2014, the Company entered into three convertible promissory note purchase agreements with Brilliant King Group Limited (“Brilliant King”), Poseidon Sports Limited (“Poseidon”) and Union Sky Holding Group Limited (“Union Sky”), respectively whereby the Company agreed to sell and issue to these three investors convertible promissory notes in an aggregate principal amount of $35,000 which could be converted into 175,000 Ordinary Shares at a fixed conversion price of $200 unless adjusted for anti-dilution. The convertible notes bore no interest, and might be partially or wholly converted into shares of the Company’s ordinary shares at any time prior to maturity at the option of the investor. The convertible promissory notes was due and payable on June 11, 2016.

On June 15, 2015, the Company agreed to issue to Vision Edge Limited (“Vision Edge”) convertible promissory note in an aggregate amount of $20,000 which could be converted into 74,074 Ordinary Shares at a fixed conversion price of $270 unless adjusted for anti-dilution pursuant to the agreement entered between the Company and Vision Edge. The convertible notes bore no interest, and might be wholly converted into shares of the Company’s ordinary shares at any time prior to maturity at the option of the investor. The commitment date of the convertible promissory note is on June 29, 2015. The convertible promissory note was due and payable on June 29, 2016.

The Group defaulted the payment for all outstanding convertible bonds of $55,000 in June 2016.

First Amendment Agreement with Union Sky

On February 12, 2017, the Group entered into an Amendment Agreement (“First Amendment Agreement”) with Union Sky, one of the convertible bond holders to extend the maturity date of the debt, pursuant to which the repayment of $6,600, $6,700 and $6,700 of the principal amount of the convertible bond was extended to April 30, 2017, January 30, 2018 and January 30, 2019, respectively. The holder has the option to convert the outstanding amounts under the convertible bond into equity interest in the Company at a conversion price per ordinary share that equals the weighted average daily closing price of the Company’s American depositary shares from January 30, 2017 to February 10, 2017.

According to the First Amendment, the convertible bond held by Union Sky was substantially amended by adding the substantive conversion option and the present value of the cash flows under the terms of the amended debt instrument was more than 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. According to ASC Topic 470, if it is determined that the original and new debt instruments are substantially different, and the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. Therefore, the amended convertible bond held by Union Sky was initially recorded at fair value, amounting to $12,879 as of February 12, 2017. As comparing to the carrying value of original of $20,000, a gain from extinguishment of debt of $7,121 was recognized in 2017. The discount of $7,121 of the amended convertible bond is amortized as interest expense using the effective interest rate method through the period of the First Amendment Agreement. As of December 31, 2017, the remaining unamortized discount was $4,215.

As the Group did not make the first repayment by the end of April 2017, all outstanding debts of $20,000 under the Agreement became due immediately bearing an annual interest rate of 18%.

Second Amendment Agreement with Union Sky

On June 29, 2018, the Company entered into another amendment agreement (the “Second Amendment Agreement”) with the Union Sky and Magical Glaze Limited (“MGL”), a company and Union Sky was under common control, pursuant to which agreement the Union Sky has transferred all the rights and obligations under the Original agreement and First Amendment Agreement to MGL, and the maturity date of the note was further extended. According to the Second Amendment Agreement, the repayment of $6,600, $6,700 and $6,700 of the principal amount of the convertible bond and interest thereon is due by December 2019, June 2020 and December 2020, respectively. MGL and the Company also agreed that MGL had the option to convert the outstanding amounts under the convertible bond into equity interest of the Company as the same provision stated in the First Amendment Agreement started on June 29, 2018, which the conversion price per ordinary share equals the weighted average daily closing price of the Company’s ordinary shares in the NASDAQ stock market 10 working days prior to the date of signing the second amendment agreement.

Given that the Company was experiencing financial difficulties and the note holder, MGL granted a concession by extending the note maturity dates, resulting in the effective interest rate for the second amendment lower than effective interest rate for the first amendment, the Company accounted for the second amendment as a troubled debt restructuring. According to ASC Topic 470, if future undiscounted cash flows are less than the net carrying value of the original debt, a gain is recognized for the difference and the carrying value of the debt is adjusted to the future undiscounted cash flow amount. The future undiscounted cash flow of the second amended convertible bond was $20,000, which is less than the carrying amount of the first amended convertible bond of $21,887 as of June 29, 2018. Therefore, the Company recognized a gain on troubled debt restructuring of $1,887 and the second amended convertible bond held by MGL was recorded at the undiscounted future cash flow, amounting to $20,000. No interest expense or amortization of debt discount is recorded going forward.

As at December 31, 2018, except the convertible bonds held by MGL, the conversion option of the convertible bonds had expired and as of the date of issuance of the accompanying consolidated financial statements, the entire principal amount of the convertible bonds of $55,000 remained unpaid, including current portion of $41,600 and noncurrent portion of $13,400.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘20-F’ Filing	Date	Other Filings

Filed on:	4/30/19
	1/30/19
For Period end:	12/31/18	6-K
	6/29/18
	1/30/18
	12/31/17	20-F, 20-F/A, 6-K, NT 20-F
	4/30/17
	2/12/17
	2/10/17
	1/30/17
	6/29/16
	6/11/16
	6/29/15
	6/15/15	8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/23  SPI Energy Co., Ltd.              10-K       12/31/22  129:11M                                    GlobalOne Filings Inc/FA
 4/01/22  SPI Energy Co., Ltd.              10-K       12/31/21  133:11M                                    GlobalOne Filings Inc/FA
11/23/21  SPI Energy Co., Ltd.              20-F/A     12/31/20  127:8.2M                                   GlobalOne Filings Inc/FA
10/29/21  SPI Energy Co., Ltd.              20-F/A     12/31/20  126:13M                                    GlobalOne Filings Inc/FA
 4/29/21  SPI Energy Co., Ltd.              20-F       12/31/20  128:8.1M                                   GlobalOne Filings Inc/FA

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Filing Submission 0001683168-19-001261 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)