[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the period ended September 30, 2022, show a net loss of $22.5 million for the nine-month period and a working capital deficit of $96.9 million, raising substantial doubt about the company's ability to continue as a going concern [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2022, total assets slightly decreased to $224.2 million, total liabilities remained stable at $200.1 million, and a significant working capital deficit is evident with current liabilities exceeding current assets Condensed Consolidated Balance Sheet Data (in thousands) | Account | September 30, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $82,979 | $84,067 | | **Total Assets** | **$224,242** | **$228,080** | | **Total Current Liabilities** | $179,836 | $173,838 | | **Total Liabilities** | **$200,053** | **$202,130** | | **Total Equity** | **$24,189** | **$25,950** | [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2022, net revenues increased to $43.2 million, but a gross loss of $2.3 million was recorded, while the nine-month net loss attributable to shareholders decreased to $22.6 million Statements of Operations Highlights (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $43,212 | $38,964 | $130,331 | $118,404 | | **Gross (Loss) Profit** | $(2,289) | $(1,102) | $4,292 | $6,265 | | **Operating Loss** | $(13,763) | $(15,964) | $(26,337) | $(28,431) | | **Net Loss Attributable to Shareholders** | $(13,439) | $(16,582) | $(22,597) | $(31,491) | | **Net Loss Per Share (Basic & Diluted)** | $(0.48) | $(0.69) | $(0.83) | $(1.32) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to $13.0 million for the nine months ended September 30, 2022, with financing activities providing $13.5 million, leading to a $5.0 million decrease in total cash Cash Flow Summary for the Nine Months Ended September 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(12,968) | $(22,460) | | Net cash used in investing activities | $(4,615) | $(9,053) | | Net cash provided by financing activities | $13,503 | $15,103 | | **Decrease in cash, cash equivalents and restricted cash** | **$(5,048)** | **$(17,565)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business in PV, roofing, and EV solutions, disclose substantial doubt about its going concern ability, provide revenue disaggregation, and highlight a significant €38 million arbitration award - The Group is engaged in providing photovoltaic (PV), roofing, solar energy systems installation, and electric vehicle (EV) solutions, and began assembling solar modules for sale in the United States in 2022[21](index=21&type=chunk) - There is substantial doubt about the Group's ability to continue as a going concern due to recurring net losses (**$22.5M** for the nine months ended Sep 30, 2022), negative operating cash flow (**$13.0M**), a net working capital deficit (**$96.9M**), and a large accumulated deficit (**$660.0M**)[25](index=25&type=chunk)[117](index=117&type=chunk) - An arbitration decision requires the Group to pay an outstanding purchase price of **$43.6 million (€38.1 million)** plus interest related to the Sinsin dispute, with enforcement now sought in the U.S[59](index=59&type=chunk) - The company operates in three segments: (1) EV business, (2) renewable energy solutions business, and (3) solar projects development business[64](index=64&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 10.1% increase in net revenues for the first nine months of 2022, alongside decreased gross profit, significant liquidity challenges, and going concern uncertainty, with the IPO of a subsidiary providing crucial capital infusion [Results of Operations](index=24&type=section&id=Results%20of%20Operations) For Q3 2022, net revenues rose 10.9% to $43.2 million, but gross loss widened to $2.3 million, while for the nine-month period, revenues grew 10.1% to $130.3 million, but gross profit fell to $4.3 million, resulting in a net loss of $22.5 million Q3 2022 vs Q3 2021 Performance (in millions) | Metric | Q3 2022 | Q3 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | $43.2 | $39.0 | +10.9% | | Gross Loss | $(2.3) | $(1.1) | +109.1% | | Net Loss | $(13.5) | $(16.5) | -18.2% | Nine Months 2022 vs 2021 Performance (in millions) | Metric | Nine Months 2022 | Nine Months 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | $130.3 | $118.4 | +10.1% | | Gross Profit | $4.3 | $6.3 | -31.7% | | Net Loss | $(22.5) | $(31.0) | -27.4% | - The decrease in gross margin for both the three and nine-month periods was primarily due to lower profitability in the roofing and solar energy system installation business, where relatively fixed indirect costs were spread over fewer jobs[100](index=100&type=chunk)[107](index=107&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces critical liquidity challenges with a $96.9 million net working capital deficit and $660.0 million accumulated deficit, relying on project sales, debt payment postponements, and financing, including $13.4 million from a subsidiary's IPO, to manage its going concern uncertainty - As of September 30, 2022, the company had **$12.8 million** in cash, cash equivalents, and restricted cash[116](index=116&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern, citing a net loss of **$22.5 million**, **$13.0 million** in cash used by operations, a **$96.9 million** net working capital deficit, and a **$660.0 million** accumulated deficit for the nine months ended September 30, 2022[117](index=117&type=chunk) - Net cash from financing activities was **$13.5 million** for the nine months ended September 30, 2022, primarily consisting of **$13.4 million** from the IPO of its subsidiary, Phoenix[124](index=124&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is not required as the company is a smaller reporting company[131](index=131&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022, due to several material weaknesses identified in the 2021 audit, for which a remediation plan is outlined - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2022[132](index=132&type=chunk) - Six material weaknesses were identified in the 2021 audit, including failures in the control environment, risk assessment, monitoring, process-level controls, financial reporting resources, and IT general controls[133](index=133&type=chunk) - The company intends to implement remediation measures, such as strengthening board oversight, engaging professional advisers, improving training, and enhancing IT controls[134](index=134&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Part II. Other Information](index=32&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a significant legal proceeding with SINSIN, facing a €38.1 million arbitration award that is now subject to enforcement in a U.S. court, while settlement negotiations are ongoing - An arbitration tribunal dismissed the company's claims and admitted SINSIN's counterclaim for payment of **€38,054,000** plus interest[142](index=142&type=chunk) - After the company's appeals in Malta were dismissed, Sinsin filed an action on November 2, 2022, in the U.S. District Court for the Eastern District of California to confirm the arbitral awards, with the company negotiating a settlement to suspend and dismiss the enforcement[143](index=143&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section has been omitted because the company is a smaller reporting company - This information has been omitted based on the Company's status as a smaller reporting company[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds from registered securities during the period - None reported[144](index=144&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed in this section - None reported[146](index=146&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include certifications from the CEO and CFO as required by the Sarbanes-Oxley Act, and XBRL data files - The report includes CEO and CFO certifications (Exhibits 31.1, 31.2, 32) and XBRL instance and taxonomy documents (Exhibits 101 series)[146](index=146&type=chunk)

SPI Energy Co., Ltd. (NASDAQ:SPI) Q2 2022 Earnings Conference Call August 16, 2022 4:30 PM ET Company Participants Randy Conone - Senior Vice President of Investor Relations and Finance Denton Peng - Chairman and Chief Executive Officer Hoong Khoeng Cheong - Chief Operating Officer Conference Call Participants Tate Sullivan - Maxim Group Tim Moore - EF Hutton Operator Good afternoon, and welcome to SPI Energy's Second Quarter Fiscal 2022 Conference Call. As a reminder, this call is being recorded and all pa ...

SPI Energy Co., Ltd. (NASDAQ:SPI) Q1 2022 Earnings Conference Call May 16, 2022 4:30 PM ET Company Participants Hoong Khoeng Cheong - Chief Operating Officer Denton Peng - Chairman and Chief Executive Officer Conference Call Participants Tate Sullivan - Maxim Group Tim Moore - EF Hutton Operator Thank you for standing by and welcome to SPI Energy's Q1 Earnings Call. During the presentation, all participants are in a listen-only mode. Afterwards, we will conduct a question-and-answer session. [Operator Instr ...

SPI Energy Co., Ltd. (NASDAQ:SPI) Q4 2021 Earnings Conference Call April 4, 2022 4:15 PM ET Company Participants Randy Conone - Senior Vice President, Investor Relations and Finance Denton Peng - Chairman and Chief Executive Officer Hoong Khoeng Cheong - Chief Operating Officer Conference Call Participants Tate Sullivan - Maxim Group, LLC Michael Samuels - Berthel Fisher DJ Johnson - Private Investor Operator Greetings and welcome to SPI Energy's earnings call. At this time, all participants are in a listen ...

Table of Contents Title of each class Trading Symbol Name of each exchange on which registered Ordinary Shares, par value $0.0001 per share SPI (The NASDAQ Global Select Market) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANS ...