Solar Power, Inc. - FORM 8-K/A - EX-99.7

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8-K/A - FORM 8-K/A - Solar Power, Inc.	d39689d8ka.htm

Exhibit 99.7

Pro Forma Condensed Combined Financial Statements

(Unaudited)

(in thousands, unless otherwise noted)

The following unaudited pro forma condensed combined statement of operations gives effect to the December 2014 acquisition by Solar Power, Inc., of Sinsin Renewable Investment Limited (“Sinsin”), and its subsidiaries. On September 9, 2014, Solar Power, Inc. and its indirectly wholly-owned subsidiary, SPI China (HK) Limited entered into a Share Sale & Purchase Agreement with Sinsin Europe Solar Asset Limited Partnership and Sinsin Solar Capital Limited Partnership to purchase all of their outstanding capital stock of Sinsin.

The historical financial information of Sinsin included elsewhere in this Form 8-K/A has been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) and presented in Euros. IFRSs includes International Accounting Standards (“IAS”) and related interpretations. The unaudited pro forma financial statements presented herein include adjustments to convert the basis of the financial statements of Sinsin from IFRSs to U.S. generally accepted accounting principles (“U.S. GAAP”) and to translate the Euro amounts into U.S. dollars.

The pro forma condensed combined balance sheet as of September 30, 2014, and the pro forma condensed combined statement of operations for the nine-month period ended September 30, 2014 and for the year ended December 31, 2013, and the notes thereto are included herein.

The unaudited pro forma condensed combined statement of operations is based on the individual historical consolidated statement of operations of Solar Power, Inc. and Sinsin for the nine-month period ended September 30, 2014 and historical consolidated statement of operations of Solar Power, Inc. and combined statement of operations of Sinsin for the year ended December 31, 2014 giving effect to the acquisition of Sinsin as if it had occurred on January 1, 2013. The pro forma statement of operations reflects only pro forma adjustments expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheet of Solar Power, Inc. and Sinsin as at September 30, 2014 giving effect to the acquisition of Sinsin as if it had occurred on September 30, 2014. The unaudited pro forma condensed combined financial statements reflects adjustments to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with (1) Solar Power, Inc.’s annual report on Form 10-K, including the audited consolidated financial statements for the year ended December 31, 2013, and the notes relating thereto, (2) Sinsin’s audited consolidated financial statements for the period from May 8, 2013 (date of incorporation) to December 31, 2013, and the notes relating thereto, and (3) the Solar Power, Inc. Form 10-Q for the second quarter ended June 30, 2014, including the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2014.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Nine-month period ended September 30, 2014

(In thousands, except for share data)


	Solar Power, Inc.			Sinsin (U.S. GAAP)			Pro Forma Adjustments (3)			Pro Forma Combined
Net sales:
Net sales	$	32,588		$	11,137					$	43,725

Total net sales		32,588			11,137						43,725
Cost of goods sold:
Cost of goods sold		26,964			4,933			629			32,526

Total cost of goods sold		26,964			4,933			629			32,526

Gross profit		5,624			6,204			(629	)		11,199

Operating expenses:
General and administrative		4,190			506						4,696
Sales, marketing and customer service		1,025			—						1,025

Total operating expenses		5,215			506						5,721

Operating income		409			5,698			(629	)		5,478
Other income (expense):
Interest expense		(2,090	)		(4,406	)					(6,496	)
Interest income		967			—						967
Loss on extinguishment of convertible bonds		(8,907	)		—						(8,907	)
Change in market value of derivative liability		310			—						310
Other (expense)/income, net		(197	)		(40	)					(237	)

Total other expense		(9,917	)		(4,446	)					(14,363	)
(Loss)/Profit before income taxes		(9,508	)		1,252			(629	)		(8,885	)
Provision for income taxes		945			885						1,830

Net loss	$	(10,453	)	$	367			(629	)	$	(10,715	)
Net loss per common share
Basic and diluted	$	(0.04	)							$	(0.04	)

Weighted average number of common shares used in computing per share amounts
Basic and diluted		246,240,974									284,415,889

See accompanying notes to the pro-forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year ended December 31, 2013

(In thousands, except for share data)


	Solar Power, Inc.			Sinsin (U.S. GAAP)			Pro Forma Adjustments (3)			Pro Forma Combined
Net sales:
Net sales	$	42,629		$	9,756					$	52,385

Total net sales		42,629			9,756						52,385
Cost of goods sold:
Cost of goods sold		42,582			5,500			825			48,907
Provision for losses on contracts		2,816			—						2,816

Total cost of goods sold		45,398			5,500			825			51,723

Gross profit		(2,769	)		4,256			(825	)		662

Operating expenses:
General and administrative		17,534			1,356						18,890
Sales, marketing and customer service		2,050			—						2,050
Impairment charges		7,500			5,578						13,078
Engineering, design and product management		1,761			—						1,761

Total operating expenses		28,845			6,934						35,779

Operating income		(31,614	)		(2,678	)		(825	)		(35,117	)
Other income (expense):
Interest expense		(4,321	)		(4,165	)					(8,486	)
Interest income		1,655			—						1,655
Gain from deconsolidation		3,537			—						3,537
Other (expense)/income, net		(688	)		(1,083	)					(1,771	)

Total other expense		183			(5,248	)					(5,065	)
Loss before income taxes		(31,431	)		(7,926	)		(825	)		(40,182	)
Provision for income taxes		813			301						1,114

Net loss	$	(32,244	)	$	(8,227	)		(825	)	$	(41,296	)
Net loss per common share
Basic and diluted	$	(0.16	)							$	(0.04	)

Weighted average number of common shares used in computing per share amounts
Basic and diluted		198,214,456									236,389,371

See accompanying notes to the pro-forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2014

(In thousands, except for share data)


	Solar Power, Inc.			Sinsin (U.S. GAAP)			Pro Forma Adjustments (1)			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	12,789		$	2,678		$	(4,007	)	$	11,460
Accounts receivable, net of allowance for doubtful accounts		7,020			6,493			—			13,513
Accounts receivable, related party		3,662			—			—			3,662
Costs and estimated earnings in excess of billings on uncompleted contracts		18,700			—			—			18,700
Inventories, net		2,719			—			—			2,719
Construction in progress		3,429			—			—			3,429
Prepaid expenses and other current assets		2,191			2,285			—			4,476

Total current assets		50,510			11,456			(4,007	)		57,959

Intangible asset		703			—			—			703
Goodwill		—			9,236			48,719			57,955
Restricted cash		160			—			—			160
Accounts recivable, non-current		9,194			—			—			9,194
Notes receivable, non-current		13,416			—			—			13,416
Construction in progress		27,306			—			—			27,306
Property, plant and equipment at cost, net		10,991			67,714			2,325			81,030
Other prepaid expenses and non-current assets		—			18			—			18
Deferred tax asset – non-current portion		—			844			—			844

Total assets	$	112,280		$	89,268		$	47,037		$	248,585


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,859		$	1,669		$	32,123		$	45,651
Accounts payable, related party		34,372			—			—			34,372
Accrued liabilities		813			2,035			—			2,848
Income taxes payable		911			1,480			—			2,391
Interest payable		—			85			—			85
Loans payable – current portion		—			86,216			(86,216	)		—
Derivative liability		673			—			—			673

Total current liabilities		48,628			91,485			(54,093	)		86,020
Loans payable and capital lease obligations, net of current portion		10,970			—			—			10,970
Deferred tax liabilities		—			4,947			—			4,947
Other liabilities		1,584			394			27,534			29,512

Total liabilities		61,182			96,826			(26,559	)		131,449


Commitments and contingencies		—			—			—			—

Stockholders’ equity
Common stock		43			126			(122	)		47
Additional paid in capital		117,917			—			66,034			183,951
Accumulated other comprehensive loss		(335	)		—			—			(335	)
Accumulated deficit		(66,527	)		(7,684	)		7,684			(66,527	)

Total stockholders’ equity		51,098			(7,558	)		73,596			117,136

Total liabilities and stockholders’ equity	$	112,280		$	89,268		$	47,037		$	248,585

See accompanying notes to the pro-forma condensed combined financial statements.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands, unless otherwise noted)

Note 1 — Basis of Presentation

On September 9, 2014, Solar Power, Inc. and its wholly-owned indirect subsidiary, SPI China (HK) Limited entered into a Share Sale & Purchase Agreement (Purchase Agreement) with Sinsin Europe Solar Asset Limited Partnership and Sinsin Solar Capital Limited Partnership to purchase all of their outstanding capital stock of Sinsin. Under the Purchase Agreement, Solar Power, Inc. acquired 100% of the issued and outstanding shares of Sinsin from Sinsin shareholders in exchange for cash consideration of €49.3 million (approximately $64 million U.S. Dollars) and 38,174,915 shares common stock of the Solar Power, Inc. Solar Power, Inc. issued the shares of common stock upon reliance of Regulation S as an exemption from registration under the Securities Act of 1933, as amended.

The acquisition was completed on December 1, 2014.

In accordance with guidance for pro forma financial statements, we are presenting the as-if-combined balance sheet of Solar Power, Inc. and Sinsin as if they were combined on September 30, 2014.

Note 2 — IFRS to U.S. GAAP Adjustments and Foreign Currency Translation

There is no adjustment made to the Sinsin consolidated statement of operations for the nine-month period ended September 30, 2014 and combined statement of operations for the year ended December 31, 2013 to convert from IFRS to U.S. GAAP. In addition, the Euro based consolidated statement of operations for Sinsin for the nine-month period ended September 30, 2014 and combined statement of operations for the year ended December 31, 2013 converted to U.S. GAAP has been translated to U.S. dollars using a historic exchange rate. The average historic spot rate for the nine-month period ended September, 2014 and for the year ended December 31, 2013 was $1.349 and $1.328 per Euro, respectively. The historic spot rate as of September 30, 2014 was $1.263 per Euro. A reader of this pro forma financial information should not construe this translation as representations by the Company that the real amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.

Pro forma condensed combined statement of operations

For the nine-month period ended September 30, 2014


	Sinsin (IFRS) (Euros)			U.S. GAAP Adjustments (Euros)		Sinsin (U.S. GAAP) (Euros)			Translation Adjustment (Euro x 1.349)			Sinsin (U.S. GAAP) (U.S. Dollars)
Net sales:
Net sales		8,253			—		8,253			2,884			11,137

Total net sales		8,253			—		8,253			2,884			11,137
Cost of goods sold:
Cost of goods sold		3,657			—		3,657			1,276			4,933
Total cost of goods sold		3,657			—		3,657			1,276			4,933
Gross profit		4,596			—		4,596			1,608			6,204
Operating expenses:
General and administrative		375			—		375			131			506

Total operating expenses		375			—		375			131			506
Operating income		4,221			—		4,221			1,477			5,698
Other income (expense):
Interest expense		(3,265	)		—		(3,265	)		(1,141	)		(4,406	)
Other (expense), net		(30	)		—		(30	)		(10	)		(40	)
Total other expense		(3,295	)		—		(3,295	)		(1,151	)		(4,446	)
Profit from income taxes		926			—		926			326			1,252
Provision for income taxes		656			—		656			229			885

Net loss	$	270			—		270			97		$	367

Pro forma condensed combined statement of operations

For the year ended December 31, 2013


	Sinsin (IFRS) (Euros)			U.S. GAAP Adjustments (Euros)		Sinsin (U.S. GAAP) (Euros)			Translation Adjustment (Euro x 1.328)			Sinsin (U.S. GAAP) (U.S. Dollars)
Net sales:
Net sales		7,346			—		7,346			2,410			9,756

Total net sales		7,346			—		7,346			2,410			9,756
Cost of goods sold:
Cost of goods sold		4,142			—		4,142			1,358			5,500
Total cost of goods sold		4,142			—		4,142			1,358			5,500
Gross profit		3,204			—		3,204			1,052			4,256
Operating expenses:
General and administrative		1,021			—		1,021			335			1,356
Impairment charges		4,201			—		4,201			1,377			5,578

Total operating expenses		5,222			—		5,222			1,712			6,934
Operating income		(2,018	)		—		(2,018	)		(660	)		(2,678	)
Other income (expense):
Interest expense		(3,136	)		—		(3,136	)		(1,029	)		(4,165	)
Other (expense), net		(815	)		—		(815	)		(268	)		(1,083	)
Total other expense		(3,952	)		—		(3,952	)		(1,296	)		(5,248	)
Loss from income taxes		(5,970	)		—		(5,970	)		(1,956	)		(7,926	)
Provision for income taxes		227			—		227			74			301

Net loss	$	(6,197	)		—		(6,197	)		(2,030	)	$	(8,227	)

Pro forma condensed combined balance sheet

As of September 30, 2014


	Sinsin (IFRS) (Euros)			U.S. GAAP Adjustments (Euros)		Sinsin (U.S. GAAP) (Euros)			Translation Adjustment (Euro x 1.263)			Sinsin (U.S. GAAP) (U.S. Dollars)
ASSETS:
Goodwill		7,313			—		7,313			1,923			9,236
Property, plant and equipment		53,614			—		53,614			14,100			67,714
Other non-current assets		14			—		14			4			18
Deferred tax assets		668			—		668			176			844

TOTAL NON-CURRENT ASSETS		61,609			—		61,609			16,203			77,812


CURRENT ASSETS:
Trade and other receivables		6,949			—		6,949			1,829			8,778
Cash and cash equivalents		2,120			—		2,120			558			2,678

TOTAL CURRENT ASSETS		9,069			—		9,069			2,387			11,456

TOTAL ASSETS		70,678			—		70,678			18,590			89,268


LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Interest payable		67			—		67			18			85
Income tax payables		1,172			—		1,172			308			1,480
Borrowings		68,263			—		68,263			17,953			86,216
Trade and other payables		2,931			—		2,931			773			3,704

TOTAL CURRENT LIABILITIES		72,433			—		72,433			19,052			91,485


LONG TERM LIABILITIES:
Other non-current liabiliies		312			—		312			82			394
Deferred tax liabilities		3,917			—		3,917			1,030			4,947

TOTAL LONG TERM LIABILITIES		4,229			—		4,229			1,112			5,341

TOTAL LIABILITIES		76,662			—		76,662			20,164			96,826


EQUITY:
Share Capital		100			—		100			26			126
Accumulated losses		(6,084	)		—		(6,084	)		(1,600	)		(7,684	)

TOTAL EQUITY-attributable to owners of the Company		(5,984	)		—		(5,984	)		(1,574	)		(7,558	)

TOTAL LIABILITIES AND EQUITY		70,678			—		70,678			18,590			89,268

Note 3 — Pro Forma Adjustment (3)

It represented the effect of the fair value adjustment made on December 1, 2014 as a result of Solar Power Inc.’s acquisition over the Sinsin as if the acquisition had been consummated on January 1, 2013.

The aggregate purchase price of USD 130 million comprised of cash consideration of USD 64 million and fair value of ordinary shares issued of USD 66 million. The fair value of the ordinary shares issued for purchase price allocation purposes was estimated using the closing market price for a reasonable period before and after the date of the announcement of the acquisition. The valuation was based on a valuation report provided by a third party valuation firm. The valuation report utilizes and considers generally accepted valuation methodologies such as the income, market, cost and actual transaction of shares approach. We have incorporated certain assumptions which include projected cash flows and replacement costs.

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