8-K 1 sopw20150330_8k.htm FORM 8-K sopw20150330_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 30, 2015

 

SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)

 

California
(State or other jurisdiction of incorporation or organization)

000-50142
(Commission File Number)

20- 4956638
(I.R.S. Employer Identification No.)

 

3400 Douglas Boulevard, Suite 285
Roseville, California 95661-3875
(Address and telephone number of principal executive offices) (Zip Code)

 

(916) 770-8100
(Registrant's telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Acquisition of LDK Subsidiaries

 

On March 30, 2015, SPI China (HK) Limited, a wholly owned subsidiary of Solar Power, Inc. (the “Company”), entered into a share purchase agreement (the “LDK Subsidiaries Share Purchase Agreement”) with LDK Solar Europe Holding S.A., a Luxemburg corporation, and LDK Solar USA, Inc., a California corporation (collectively, the “LDK Sellers”). Pursuant to the LDK Subsidiaries Share Purchase Agreement, SPI China (HK) Limited agreed to purchase from the Sellers (i) 100% equity interest in LD THIN S.R.L, a limited liability company incorporated in Italy, (ii) 54.1% equity interest in LAEM S.R.L, a limited liability company incorporated in Italy, and (iii) 100% equity interest in North Palm Springs Investments, LLC, a limited liability company incorporated in California, for an aggregate cash consideration of US$2,390,000. SPI China (HK) Limited will also assume certain indebtedness contemplated in the LDK Subsidiaries Share Purchase Agreement up to a maximum amount to be agreed upon among SPI China (HK) Limited and the LDK Sellers prior to the closing date of the transaction. The transaction is subject to several closing conditions including completion of satisfactory due diligence.

 

Acquisition of Solar Juice

 

On March 31, 2015, SPI China (HK) Limited entered into a share purchase agreement (the “Solar Juice Share Purchase Agreement”) with Andrew Burgess, a citizen of Australia as trustee on the terms of the Burgess Absolutely Entitled Trust, Rami Fedda, a citizen of Australia as trustee on the terms of the Fedda Absolutely Entitled Trust, and Allied Energy Holding Pte Ltd, a company incorporated in Singapore and associated with Simon Tan, a citizen of Singapore (collectively, the “Solar Juice Sellers”). Pursuant to the Solar Juice Share Purchase Agreement, SPI China (HK) Limited agreed to purchase from the Solar Juice Sellers 80% of the equity interest in Solar Juice Pty Ltd, an Australian proprietary company limited by shares, for an aggregate consideration of approximately US$25.5 million to be settled with the Company’s shares of common stock, subject to customary closing conditions and other terms and conditions set forth in the Solar Juice Share Purchase Agreement.

 

The foregoing summary of the terms and conditions of the LDK Subsidiaries Share Purchase Agreement and the Solar Juice Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements attached hereto as Exhibits 10.1 and 10.2, which are incorporated herein by reference.

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On March 30, 2015, the Board of Directors (the “Board”) of the Company, based on a recommendation from management, determined that the Company’s condensed consolidated financial statements for the quarterly period ended September 30, 2014 (the “3Q 2014 Financial Statements,” filed with the Securities and Exchange Commission on November 13, 2014) should no longer be relied on and should be restated.

 

Specifically, the Board determined that in the 3Q 2014 Financial Statements, the Company inappropriately recognized revenue related to the sale of a solar project in the U.S. for the three-month period ended September 30, 2014 resulting from inadvertent misapplication of U.S. GAAP in analyzing the related construction contract with respect to the project by using the percentage-of-completion method of accounting, which should be accounted for under the rules of real estate accounting and the related revenue should be recognized using full accrual method when the Company does not retain a substantial continuing involvement with the property. As the Company had not been released from substantial continuing involvement as of September 30, 2014, no revenue arising out of the sale of this project could be recognized in accordance with the full accrual rule under U.S. GAAP. Therefore, the management decided to restate the Company’s consolidated balance sheets as of September 30, 2014 and consolidated statements of income for the three-month and nine-month periods ended September 30, 2014 to reflect correction of the foregoing error as follows:

 

 

 

 

Balance Sheet as of September 30, 2014

 

   

As Filed

   

Effect of Restatement

   

Restated

 
                         

Costs and estimated earnings in excess of billings on uncompleted contracts

    22,705       (4,005 )     18,700  

Construction in progress

    27,306       3,429       30,735  

Total assets

    112,856       (576 )     112,280  

Accumulated deficit

    (65,951 )     (576 )     (66,527 )

Total stockholders’ equity

    51,674       (576 )     51,098  

 

Statement of Operations for the Three Months Ended September 30, 2014

 

 

   

As Filed

   

Effect of Restatement

   

Restated

 

Net sales

    26,651       (4,005 )     22,646  

Cost of goods sold

    21,209       (3,429 )     17,780  

Gross profit

    5,442       (576 )     4,866  

Net loss

    (7,707 )     (576 )     (8,283 )

Comprehensive loss

    (7,705 )     (576 )     (8,281 )

Net loss per common share:

                       

Basic and Diluted

    (0.02 )     -       (0.02 )

 

Statement of Operations for the Nine Months Ended September 30, 2014

 

 

   

As Filed

   

Effect of Restatement

   

Restated

 

Net sales

    36,593       (4,005 )     32,588  

Cost of goods sold

    30,393       (3,429 )     26,964  

Gross profit

    6,200       (576 )     5,624  

Net loss

    (9,877 )     (576 )     (10,453 )

Comprehensive loss

    (10,023 )     (576 )     (10,599 )

Net loss per common share:

                       

Basic and Diluted

    (0.04 )     -       (0.04 )

 

 

 

 

Statement of Cash Flows for the Nine Months Ended September 30, 2014

 

   

As Filed

   

Effect of Restatement

   

Restated

 
                         

Net cash from operating activities:

                       

Net loss

    (9,877 )     (576 )     (10,453 )

Adjustments to reconcile net loss to net cash used in operating activities

         

Depreciation

    781       -       781  

Amortization

    429       -       429  

Stock-based compensation expense

    208       -       208  

Loss on extinguishment of convertible bonds

    8,907       -       8,907  

Non-cash interest expense

    1,406       -       1,406  

Change in fair value of derivative liability

    (310 )     -       (310 )

Operating income from solar system subject to financing obligation

    (760 )     -       (760 )

Other non-cash activity

    14       -       14  

Changes in operating assets and liabilities:

                       

Accounts receivable

    2,395       -       2,395  

Costs and estimated earnings in excess of billing on uncompleted contracts

    (22,705 )     4,005       (18,700 )

Construction in progress

    (4,163 )     (3,429 )     (7,592 )

Inventories

    (2,696 )     -       (2,696 )

Prepaid expenses and other assets

    479       -       479  

Accounts payable

    7,440       -       7,440  

Accounts payable, related party

    (12,537 )     -       (12,537 )

Income taxes payable

    911       -       911  

Billings in excess of costs and estimated earnings on uncompleted contracts

    (862 )     -       (862 )

Accrued liabilities and other liabilities

    220       -       220  

Net cash from operating activities

    (30,720 )     -       (30,720 )

Net cash from investing activities

    (354 )     -       (354 )

Net cash from financing activities

    42,735       -       42,735  

Effect of exchange rate changes on cash

    97       -       97  

Increase in cash and cash equivalents

    11,758       -       11,758  

Cash and cash equivalents at beginning of period

    1,031       -       1,031  

Cash and cash equivalents at end of period

    12,789       -       12,789  

 

 

 

 

The Board has discussed the matters disclosed above in this Item 4.02 with Crowe Horwath LLP (“Crowe”), the Company’s independent registered public accounting firm at the time when the 3Q 2014 Financial Statements were filed with the Securities and Exchange Commission on November 13, 2014, and with KPMG Huazhen (SGP), the Company’s independent registered public accounting firm for the year ended December 31, 2014. The Company intends to amend its Form 10-Q for the quarterly period ended September 30, 2014 as soon as practicable.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit No.

Exhibit Description

     
  10.1 Share Purchase Agreement by and among SPI China (HK) Limited, LDK Solar Europe Holding S.A. and LDK Solar USA, Inc. dated March 30, 2015
  10.2 Share Purchase Agreement by and among SPI China (HK) Limited., Andrew Burgess, Rami Fedda and Allied Energy Holding Pte Ltd dated March 31, 2015

 

 

 

 

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 hereunto duly authorized.

 

 

 

 

SOLAR POWER, INC.

 

 

 

a California Corporation

 

       
Dated: March 31, 2015   /s/ Amy Jing Liu  
    Name: Amy Jing Liu  

 

 

Title: Chief Financial Officer

 

 

 

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