Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | SGOCO Group, Ltd. |
Entity Central Index Key | 1,412,095 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 4,471,215 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 345 | $ 92 |
Accounts receivable, net of provision for doubtful accounts of $1 and nil, respectively | 228 | 910 |
Other receivables and prepayments | $ 456 | 51 |
Receivable from sale of a subsidiary | 91,379 | |
Inventories | $ 26 | 1 |
Advances to suppliers | $ 126 | 33 |
Prepaid income taxes | 17 | |
Other current assets | 56 | |
Total current assets | $ 1,181 | $ 92,539 |
DEPOSITS FOR ACQUISITION OF SUBSIDIARIES | 85,693 | |
PLANT AND EQUIPMENT, NET | 8 | $ 14 |
Total assets | 86,882 | 92,553 |
CURRENT LIABILITIES | ||
Accounts payable, trade | $ 46 | 606 |
Loan from a shareholder | 100 | |
Other payables and accrued liabilities | $ 169 | 209 |
Customer deposits | 421 | 198 |
Taxes payable | $ 6,241 | 6,241 |
Warrant derivative liability | $ 2 | |
Convertible notes | $ 2,169 | |
Total liabilities | $ 9,046 | $ 7,356 |
Commitment and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil issued and outstanding as of December 31, 2015 and 2014 | ||
Common stock, $0.004 par value, 12,500,000 shares authorized, 4,471,215 and 4,353,715 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 18 | $ 18 |
Paid-in-capital | $ 25,904 | $ 25,589 |
Statutory reserves | ||
Retained earnings | $ 57,183 | $ 59,601 |
Accumulated other comprehensive loss | (5,269) | (11) |
Total shareholders' equity | 77,836 | 85,197 |
Total liabilities and shareholders' equity | $ 86,882 | $ 92,553 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Net of provision for doubtful accounts | $ 1 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.004 | $ 0.004 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 4,471,215 | 4,353,715 |
Common stock, shares outstanding | 4,471,215 | 4,353,715 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
REVENUES | $ 1,921 | $ 43,230 | $ 200,974 |
COST OF GOODS SOLD | 1,826 | 41,213 | 185,045 |
GROSS PROFIT | 95 | 2,017 | 15,929 |
OPERATING EXPENSES: | |||
Selling expenses | 131 | 297 | 1,073 |
General and administrative expenses | 1,498 | 3,069 | 3,802 |
Total operating expenses | 1,629 | 3,366 | 4,875 |
(LOSS) INCOME FROM OPERATIONS | (1,534) | (1,349) | 11,054 |
OTHER INCOME (EXPENSES): | |||
Interest income | 220 | 338 | 12 |
Interest expense | (57) | (304) | (260) |
Other income (expense), net | (8) | $ 319 | $ 192 |
Loss on change in fair value of convertible notes | (1,041) | ||
Change in fair value of warrant derivative liability | 2 | $ 19 | $ (3) |
Total other income (expenses), net | (884) | 372 | (59) |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | $ (2,418) | (977) | 10,995 |
PROVISION FOR INCOME TAXES | 1,311 | 2,551 | |
NET (LOSS) INCOME | $ (2,418) | (2,288) | 8,444 |
OTHER COMPREHENSIVE INCOME: | |||
Foreign currency translation adjustment | (5,258) | (36) | 805 |
Realization of foreign currency translation gain relating to disposal of a subsidiary | (805) | ||
COMPREHENSIVE (LOSS) INCOME | $ (7,676) | $ (3,129) | $ 9,249 |
(LOSS) INCOME PER SHARE: | |||
Basic | $ (0.55) | $ (0.53) | $ 1.96 |
Diluted | $ (0.55) | $ (0.53) | $ 1.96 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | |||
Basic | 4,400,298 | 4,351,517 | 4,298,297 |
Diluted | 4,400,298 | 4,351,517 | 4,298,297 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares [Member] | Paid-in Capital [Member] | Retained Earnings Statutory Reserves [Member] | Retained Earnings Unrestricted [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Total |
BALANCE at Dec. 31, 2012 | $ 17 | $ 24,828 | $ 401 | $ 53,044 | $ 25 | $ 78,315 |
BALANCE, shares at Dec. 31, 2012 | 4,366,339 | |||||
Shares issued for equity compensation plan | $ 1 | $ 224 | 225 | |||
Shares issued for equity compensation plan, shares | 48,750 | |||||
Net income (loss) | $ 8,444 | $ 8,444 | ||||
Appropriations to statutory reserves | $ 408 | $ (408) | ||||
Foreign currency translation adjustment | $ 805 | $ 805 | ||||
BALANCE at Dec. 31, 2013 | $ 18 | $ 25,052 | $ 809 | $ 61,080 | $ 830 | 87,789 |
BALANCE, shares at Dec. 31, 2013 | 4,415,089 | |||||
Shares issued for equity compensation plan | $ 1 | $ 537 | 538 | |||
Shares issued for equity compensation plan, shares | 40,000 | |||||
Escrow shares cancelled | $ (1) | (1) | ||||
Escrow shares cancelled, shares | (101,374) | |||||
Net income (loss) | $ (2,288) | (2,288) | ||||
Foreign currency translation adjustment | $ (36) | (36) | ||||
Realization of foreign currency translation gain relating to disposal of a subsidiary | $ (805) | $ (805) | ||||
Reclassification of statutory reserves upon disposal of a subsidiary | $ (809) | $ 809 | ||||
BALANCE at Dec. 31, 2014 | $ 18 | $ 25,589 | $ 59,601 | $ (11) | $ 85,197 | |
BALANCE, shares at Dec. 31, 2014 | 4,353,715 | |||||
Shares issued for equity compensation plan | 239 | 239 | ||||
Shares issued for equity compensation plan, shares | 117,500 | |||||
Shares to be issued on conversion of convertible notes | $ 76 | 76 | ||||
Shares to be issued on conversion of convertible notes | 51,511 | |||||
Net income (loss) | $ (2,418) | (2,418) | ||||
Foreign currency translation adjustment | $ (5,258) | (5,258) | ||||
BALANCE at Dec. 31, 2015 | $ 18 | $ 25,904 | $ 57,183 | $ (5,269) | $ 77,836 | |
BALANCE, shares at Dec. 31, 2015 | 4,552,726 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | $ (2,418) | $ (2,288) | $ 8,444 |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | |||
Depreciation | 3 | $ 19 | $ 76 |
Property, plant and equipment write-off | 3 | ||
Inventory write-off | 1 | ||
Transaction cost from issue of convertible notes | 106 | ||
Bad debt provision | 1 | $ 98 | |
Change in fair value of warrant derivative liability | (2) | $ (19) | 3 |
Share-based compensation expenses | $ 239 | $ 538 | 225 |
Deferred income taxes | $ 314 | ||
Loss on change in fair value of convertible notes | $ 1,041 | ||
Change in operating assets | |||
Accounts receivable, trade | $ 676 | $ 14,275 | $ 10,953 |
Notes receivable | 1,316 | (1,294) | |
Other receivables and prepayments | $ (67) | 521 | (561) |
Inventories | (27) | 2,009 | $ (1,093) |
Prepaid income tax | 17 | (17) | |
Advances to suppliers | (99) | (42,814) | $ (4,344) |
Other current assets | 53 | 53 | 31 |
Change in operating liabilities | |||
Accounts payable, trade | (556) | 13,495 | (10,195) |
Other payables and accrued liabilities | 22 | 1,943 | 141 |
Customer deposits | $ 245 | (200) | (189) |
Taxes payable | 385 | (1,225) | |
Net cash (used in) provided by operating activities | $ (762) | (10,784) | $ 1,384 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from disposal of a subsidiary, net of cash disposed of $25 | 89,766 | $ (25) | |
Deposits paid for acquisition of subsidiaries | $ (89,302) | ||
Purchase of equipment and construction-in-progress | $ (32) | ||
Net cash (used in) provided by investing activities | $ 464 | $ (25) | (32) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from short-term loan | 6,668 | ||
Payments on short-term loan | $ (2,599) | $ (6,230) | |
Proceeds from loan from a shareholder | $ 405 | 600 | |
Payments on loan from a shareholder | (505) | $ (500) | $ (209) |
Proceeds from convertible notes | 696 | ||
Net cash (used in) provided by financing activities | 596 | $ (2,499) | $ 229 |
EFFECT OF EXCHANGE RATE ON CASH | (45) | (97) | 368 |
INCREASE (DECREASE) IN CASH | 253 | (13,405) | 1,949 |
CASH, beginning of year | 92 | 13,497 | 11,548 |
CASH, end of year | $ 345 | 92 | 13,497 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for interest | 304 | 260 | |
Cash paid for income taxes | $ 963 | $ 3,205 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Receivable from convertible note holders under promissory notes | $ 359 | ||
Receivable from the sale of a subsidiary | $ 91,379 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash disposed | $ 25 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | Note 1 - Organization and description of business SGOCO Group, Ltd., formerly known as Hambrecht Asia Acquisition Corp. (the “Company” or “SGOCO” or “we”, “our” or “us”) was incorporated under Cayman Islands’ law on July 18, 2007. The Company was formed as a blank check company for the purpose of acquiring one or more operating businesses in the People's Republic of China (the “PRC”) through a merger, stock exchange, asset acquisition or similar business combination or control through contractual arrangements. The Company completed its initial public offering (“IPO”) of units consisting of one ordinary share and one warrant to purchase one ordinary share in March 12, 2008. On March 12, 2010, the Company completed a share-exchange transaction with Honesty Group Holdings Limited (“Honesty Group”) and its shareholders, and Honesty Group became a wholly-owned subsidiary of the Company (the “Acquisition”). On the closing date, the Company issued 3,575,000 of its ordinary shares to Honesty Group in exchange for 100% of the capital stock of Honesty Group. Prior to the share-exchange transaction, the Company had 5,299,126 ordinary shares issued and outstanding. After the share-exchange transaction, the Company had 4,023,689 ordinary shares issued and outstanding. The share-exchange transaction was accounted for as reorganization and recapitalization of Honesty Group. As a result, the consolidated financial statements of the Company (the legal acquirer) were, in substance, those of Honesty Group (the accounting acquirer), with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of the share-exchange transaction. There was no gain or loss recognized based on the transaction. The historical financial statements for periods prior to March 12, 2010 are those of Honesty Group, except that the equity section and earnings per share have been retroactively restated to reflect the reorganization and recapitalization. SGOCO International (HK) Limited, a limited liability company registered in Hong Kong, or “SGOCO International,” is a wholly owned subsidiary of SGOCO. On February 22, 2011, SGO Corporation (“SGO”) was established in Delaware USA. On March 14, 2011, SGOCO International purchased 100% of the outstanding shares of common stock of SGO. SGO was founded for the purpose of marketing, sales and distribution of SGOCO’s high quality LCD/LED products in America. SGO commenced sales in June 2012. On July 28, 2011, SGOCO (Fujian) Electronic Co., Ltd. (“SGOCO (Fujian)”), a limited liability company under the laws of the PRC was established by SGOCO International for the purpose of conducting LCD/LED monitor and TV product-related design, brand development and distribution. On December 26, 2011, SGOCO International established a wholly owned subsidiary, Beijing SGOCO Image Technology Co. Ltd. (“Beijing SGOCO”), a limited liability company under the laws of the PRC for the purpose of conducting LCD/LED monitor, TV product-related and application-specific product design, brand development and distribution. On November 14, 2013, SGOCO International established a wholly owned subsidiary, SGOCO (Shenzhen) Technology Co., Ltd. (“SGOCO Shenzhen”), a limited liability company under the laws of the PRC for the purpose of conducting LCD/LED monitor and TV product-related and application-specific product design, brand development and distribution. In April 2014, the Company relocated its corporate headquarters from Beijing, China to Hong Kong, China. The Company has effected an 1-for-4 reverse stock split of the Company’s authorized ordinary shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of ordinary shares and an increase of the par value of each ordinary share from $0.001 to $0.004 (the “Reverse Stock Split”) on January 19, 2016. All references in this report to share and per share data have been adjusted, including historical data which have been retroactively adjusted, to give effect to the reverse stock split unless specified otherwise. The Company is focused on designing innovative products and developing its own-brands for sale in the Chinese flat-panel display market. Its main products are LCD/LED monitors, TVs and other application-specific products. The Company intends to offer high quality LCD/LED products under brands that it controls and licenses such as “SGOCO”, “No. 10” and “POVIZON” to consumers residing in China’s Tier 3 and Tier 4 cities. The Company is also distributing the LCD/LED products to the international markets. Sale of SGOCO (Fujian) On December 24, 2014, the Company entered into a Sale and Purchase Agreement (“SPA”) to sell its 100% equity ownership interest in SGOCO (Fujian) to Apex Flourish Group Limited (“Apex”), which is an independent third party with interests in real estate and forestry products. Apex previously purchased Honesty Group Holdings Limited, SGOCO’s prior manufacturing business, on November 15, 2011. The Company considers December 31, 2014 as the disposal effective date since the operational and management control over SGOCO (Fujian) was shifted from SGOCO to Apex on December 31, 2014. The Sale of SGOCO (Fujian) allowed SGOCO to reform the business and reduce the reliance of traditional flat panel LED and LCD monitor products. It provided greater flexibility and scalability for the Company's business model, which enables the Company to focus on finding new business acquisition opportunities and exploring new products. The sales price for all the equity of SGOCO (Fujian) is equivalent to the net asset value of SGOCO (Fujian) on December 31, 2014. The final amount is $11.0 million (the “Sale Price”). Net assets of SGOCO (Fujian) as of December 31, 2014 (date of disposal): Book amount Cash 25 Accounts receivable, trade 32,340 Other receivables 168 Inventories 4,955 Advances to suppliers 75,554 Other current assets 2,108 Plant and equipment, net 132 Short-term loan (4,086 ) Accounts payable, trade (16,259 ) Amounts due to SGOCO and other group entities (80,404 ) Other payables and accrued liabilities (2,397 ) Customer deposits (595 ) Taxes payable (249 ) Deferred tax liabilities (317 ) Net assets as of December 31, 2014 (date of disposal) 10,975 Consideration receivable 10,975 Amounts due to SGOCO and other group entities 80,404 Receivable from sale of a subsidiary 91,379 Income statement of SGOCO (Fujian) from January 1, 2014 to December 31, 2014 (date of disposal): Revenues 34,696 Cost of goods sold (33,515 ) Total operating expenses (589 ) Total other income (expenses), net 403 Provision for income taxes (249 ) Net income 746 According to the SPA, Apex also agreed to assume responsibility to settle the entire balance of intercompany accounts payable and other payables (the “Payables”) due by SGOCO (Fujian) to SGOCO and its affiliates, which amounted to $80.4 million. During 2015, the Company received full payments of the Sale Price and settlement of the Payables. The transfer of the Sale Equity was effective on December 31, 2014. The SPA also states that SGOCO has a right of first refusal for a period of five years that prohibits Apex from selling, assigning or otherwise transferring any material interests, ownership or rights in or related to SGOCO (Fujian) including any equity, leases, businesses and equipment to a third party, without first offering to sell or transfer to SGOCO. The accounting gain from the disposal of SGOCO (Fujian) was nil based on the disposal date of December 31, 2014 when management deemed SGOCO to have ceded operating control over SGOCO (Fujian). The operations of SGOCO (Fujian) are reflected in the Company’s 2014 financial statements through December 31, 2014, which was the completion date of the sale of SGOCO (Fujian). As a result, past performance may not be indicative of future performance. |
Accounting policies
Accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting policies | Note 2 - Accounting policies Basis of presentation and principle of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the financial statements of the Company and all its majority-owned subsidiaries that require consolidation. Intercompany transactions and balances have been eliminated in the consolidation. The following entities were consolidated as of December 31, 2015: Place incorporated Ownership percentage SGOCO Cayman Islands Parent Company SGOCO International Hong Kong 100% Beijing SGOCO Beijing, China 100% SGO Delaware, USA 100% SGOCO Shenzhen Shenzhen, China 100% The Company had a working capital deficiency and recorded a loss in in the current year. These factors raise substantial doubts about the Company’s ability to continue as a going concern. On May 9, 2016, the Company entered into a share purchase agreement with certain investors whereby the Company agrees to sell to these investors 1,900,000 shares of the Company’s unregistered ordinary shares for an amount of $7 million. On May 11, 2016, the investors paid the first tranche of $350,000. The Company shall issue 95,000 shares within 30 working days upon receipt of such payment. The investors shall pay the balance of $6,650,000 on or before July 31, 2016, and the Company shall issue 1,805,000 shares within 30 working days upon receipt of such payment. However, there can be no assurance that the Company will be successful in obtaining the financing. The Company believes that with the financing and the successful transition of business to provision of products and projects utilizing “green” energy technologies with the acquisition of Boca and potential acquisition of Sola Green (see Note 7), it can continue as a going concern and return to profitability. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern. Use of estimates Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to the collectability of its receivables and the fair value and accounting treatment of certain financial instruments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results. Cash and cash equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash includes cash on hand and demand deposits in accounts maintained with financial institutions or state owned banks within the PRC, Hong Kong and the U.S. Accounts receivable and other receivables Receivables include trade accounts due from customers and other receivables such as cash advances to employees, related parties and third parties and advances to suppliers. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of December 31, 2015 and 2014, there was $1 and nil allowance for uncollectible accounts receivable, respectively. Management believes that the remaining accounts receivable are collectible. Inventories Inventory is composed of finished goods. Inventory is valued at the lower of cost or market value using the weighted average method. Management reviews inventories for obsolescence and compares the cost of inventory with the market value at least once a year. An allowance is made for writing down the inventory to its market value, if it is lower than cost. Plant and equipment Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Expenditures for maintenance and repairs are charged to earnings as incurred. Major additions are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of plant and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Estimated Useful Life Leasehold improvements Over the lease term Machinery equipment 5-10 years Vehicles and office equipment 5 years Impairment of long-lived assets The Company evaluates long lived assets, including equipment, for impairment at least once per year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets by comparing the asset's estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the asset is recognized. As of December 31, 2015 and 2014, management believes there was no impairment of long-lived assets. Derivative liability Derivative liabilities, which include public and private warrants, a put option and underwriter options, are recorded on the consolidated balance sheet as a liability at their fair value. The Company accounts for derivative liabilities in accordance with an accounting standard regarding “Instruments that are Indexed to an Entity’s Own Stock”. This accounting standard specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in shareholders’ equity in the statement of financial position would not be considered a derivative financial instrument. It provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the scope exception within the standards. Prior to the Acquisition, warrants issued were treated as equity. As a result of the Acquisition, the derivative was no longer provided equity treatment because the strike price of the warrants is denominated in U.S. Dollars, a currency other than the Company’s functional currency which is the Chinese Renminbi (“RMB”). Therefore, warrants are not considered indexed to the Company’s own stock, and as such, all future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire. The Company reclassified the fair value of these warrants, which have the dual-indexed feature, from equity to liability. The Company accounts for the put option agreement in accordance with the accounting standards regarding certain financial instruments with characteristics of both liabilities and equity. The put option agreement obligated the Company to purchase such shares. As the result, the Company treated the put option as a liability. Fair value of financial instruments The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, other receivables, other payables and accrued liabilities, advances to suppliers, short-term loans, customer deposits and convertible notes. As of the balance sheet dates, the estimated fair value of cash and cash equivalents, accounts receivable, accounts payable, other receivables, other payables and accrued liabilities, advances to suppliers, short-term loans and customer deposits were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans for similar remaining maturity and risk profile at the respective reporting periods. The fair value measurement accounting standard defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Carrying Value at December 31, 2015 Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Convertible notes measured at fair value $ 2,169 $ - $ - $ 2,169 Carrying Value at December 31, 2014 Fair Value Measurement at December 31, 2014 Level 1 Level 2 Level 3 Warrant derivative liability $ 2 $ - $ 2 $ - A summary of changes in financial liabilities for the year ended December 31, 2015 was as follows: Balance at January 1, 2015 $ 2 Change in fair value of warrant derivative liability (2 ) Issuance of convertible notes 1,149 Fair value loss on issuance of convertible notes 1,019 Interest expenses on convertible notes 56 Change in fair value of convertible notes 21 Conversion of convertible notes (76 ) Balance at December 31, 2015 2,169 Fair value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent valuation dates: Convertible notes holder Black Forest Capital, LLC JSJ Investment Inc Crown Bridge Partners LLC LG Capital Funding LLC Adar Bays LLC Service Trading Co LLC VIS Vires Group Inc Appraisal Date (Inception Date) 7/17/15 6/3/15 9/11/15 6/10/15 6/11/15 6/25/15 Risk-free Rate 0.77% 0.42% 0.85% 0.78% 0.79% 0.77% Applicable Closing Stock Price $0.61 $0.70 $0.45 $0.79 $0.87 $0.66 Conversion Price $0.34 $0.28 $0.23 $0.39 $0.39 $0.40 Volatility 31.45% N/A 37.23% 30.18% 30.19% 31.58% Dividend Yield 0.00% Credit Spread 2.75% 2.59% 3.00% 2.85% 2.80% 2.76% Liquidity Risk Premium 5.00% Appraisal Date 12/31/15 Risk-free Rate 0.87% 2.16% 0.94% 0.79% 0.79% 0.61% Applicable Closing Stock Price $0.39 Conversion Price $0.19 $0.19 $0.19 $0.21 $0.21 $0.22 Volatility 43.13% N/A 38.86% 47.18% 47.18% 44.59% Dividend Yield 0.00% Credit Spread 4.08% 4.39% 4.08% 4.08% 4.08% 3.66% Liquidity Risk Premium 5.00% Comprehensive income U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of foreign currency translation adjustments net of realization of foreign currency translation gain relating to disposal of subsidiaries. Revenue recognition The Company’s revenue recognition policies are consistent with the accounting standards. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. For products that are required to be examined by customers, sales revenue is recognized after the customer examination is completed. Payments received before all of the relevant criteria for revenue recognition are met are recorded as customer deposits. Generally, our outsourced manufacturers are obligated to provide at least one-year repair or replacement obligation. Management did not estimate future warranty liabilities as historical warranty expenses were minimal. Sales revenue is recognized net of value-added taxes, sales discounts and returns. There was $27, nil and nil sales returns during the years ended December 31, 2015, 2014 and 2013, respectively. Government grants The Company was entitled to receive grants from the PRC municipal government under various local government programs. For the years ended December 31, 2015, 2014 and 2013, the Company received grants of nil, $358 and $302, respectively, from the PRC municipal government. The grants that the Company received in 2014 and 2013 did not have a specific requirement of usage or other condition, and they were recorded as other income upon receipt. Income taxes The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Under the accounting standard regarding accounting for uncertainty in income taxes, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. During the years ended December 31, 2015, 2014 and 2013, the Company incurred nil, $24 and $71 of interest related to income taxes. U.S. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. According to the Circular on the State Administration of Taxation on Strengthening the Management of EIT Collection of Proceeds from Equity Transfers by Non-Resident Enterprises (Guoshuihan [2009] No. 698) (“Circular 698”) and the State Administration of Taxation Notice [2015] No. 7, a non-PRC Tax Resident Enterprise is subject to the PRC EIT on the taxable gain arising from a sale of transfer of any intermediate offshore company which directly or indirectly holds an interest, including any assets, subsidiaries, or other forms of business operations, in the PRC, or otherwise stipulated in an applicable tax treaty or arrangement. Circular 698 applies to all transactions conducted on or after January 1, 2008. Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of income on a straight-line basis over the lease periods. Advertising costs The Company expenses the cost of advertising as incurred in selling products. The Company had no advertising costs incurred for the years ended December 31, 2015, 2014 and 2013. Shipping and handling Shipping and handling cost incurred to ship finished products to customers are included in selling expenses. Shipping and handling expenses for the years ended December 31, 2015, 2014 and 2013, amounted to $20, $86 and $536, respectively. Research and development costs Research and development costs are expensed as incurred and are included in general and administrative expenses. The costs of material and equipment that are acquired or constructed for research and development activities and have alternative future uses are classified as plant and equipment and depreciated over their estimated useful lives. Research and development costs for the years ended December 31, 2015, 2014 and 2013 amounted to $74, $56 and $175, respectively. Earnings (loss) per share The Company reports earnings (loss) per share in accordance with the provisions of FASB’s related accounting standard. This standard requires presentation of basic and diluted earnings (loss) per share and disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Dilutive shares consist of the ordinary shares issuable upon the conversion of convertible notes (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options and warrants (using the treasury stock method). Under the treasury stock method, option and warrants were assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Share-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term. The Company accounts for equity instruments issued in exchange for the receipt of services from employees in the financial statements based on their fair values at the date of grant. The fair value of awards is amortized over the requisite service period. Foreign currency translation The reporting currency of the Company is the U.S. Dollar. The functional currency of the Company and its PRC subsidiaries is the RMB. The functional currency of its Hong Kong subsidiary SGOCO International is the U.S. Dollar. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The balance sheet amounts with the exception of equity were translated at RMB6.49 and RMB6.12 to $1.00 at December 31, 2015 and 2014, respectively. The equity accounts were stated at their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the years ended December 31, 2015, 2014 and 2013 were RMB6.23, RMB6.14 and RMB6.20 to $1.00, respectively. Recent accounting pronouncements The Financial Accounting Standards Board ("FASB") has issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. The Company is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718)" which provides explicit guidance on the treatment of awards with performance targets that could be achieved after the requisite service period. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guideline is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-02 on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The amendments in ASU 2016-01 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. On March 17, 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which provides guidance on assessing whether an entity is a principal or an agent in a revenue transaction and whether an entity reports revenue on a gross or net basis. On April 14, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, which provides guidance on identifying performance obligations and accounting for licenses of intellectual property. The effective date and transition requirements for ASU No. 2016-08 and ASU No. 2016-10 are the same as the effective date and transition requirements of ASU No. 2014-09. The Company is evaluating the effect that ASU No. 2016-08 and ASU No. 2016-10 will have on the Company’s consolidated financial statements and related disclosures. On March 15, 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after December 31, 2017 including interim periods therein. Early adoption is permitted. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. The Company is evaluating the effect that ASU No. 2016-09 will have on the Company |
Accounts receivable, trade
Accounts receivable, trade | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable, trade | Note 3 - Accounts receivable, trade Accounts receivable as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accounts receivable $ 229 $ 910 Allowance for doubtful accounts (1 ) - $ 228 $ 910 The movements in allowance for doubtful accounts are as follows: 2015 2014 Balance at the beginning of the year $ - $ 98 Addition 1 - Disposal of a subsidiary - (98) Balance at the end of the year $ 1 $ - All of the CompanyÂ’s customers are located in the PRC and Hong Kong. The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. |
Other receivables and prepaymen
Other receivables and prepayments | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other receivables and prepayments | Note 4 - Other receivables and prepayments Other receivables and prepayments as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Receivables from convertible note holders $ 359 $ - Other prepayments 97 51 Other receivables and prepayments $ 456 $ 51 According to the convertible note agreements and related promissory notes, certain note holders are required to pay off the principal amount of $343 prior to the conversion of the respective convertible notes and no later than various dates in January and February 2016. Amounts of $247 and $96 were interest bearing at 8% and 12% per annum, respectively, and secured by the pledge of the $343 convertible notes issued by the Company to these note holders. As of December 31, 2015, unpaid interest thereon was $16. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 - Inventories Inventories consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Finished goods $ 26 $ 1 |
Advances to suppliers
Advances to suppliers | 12 Months Ended |
Dec. 31, 2015 | |
Advances to suppliers [Abstract] | |
Advances to suppliers | Note 6 - Advances to suppliers Advances to suppliers as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Advances to Honesty Group $ 40 $ - Advances to other suppliers 86 33 Advances to suppliers $ 126 $ 33 The Company makes advances to Honesty Group and other vendors for inventory purchases. |
Deposits paid for acquisition o
Deposits paid for acquisition of subsidiaries | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Deposits paid for acquisition of subsidiaries | Note 7 - Deposits paid for acquisition of subsidiaries (a) Acquisition of Boca On December 28, 2015, SGOCO International entered into a Share Sale and Purchase Agreement (the "SPA") with Richly Conqueror Limited (the "Vendor") pursuant to which SGOCO International will acquire all of the issued share capital of Boca International Limited, a company incorporated in Hong Kong (“Boca”). Total consideration of the Sale Shares includes $52,000 in the form of cash, plus up to 19.9% new shares in SGOCO (as enlarged by the issuance). In December 2015, the Company paid a $52,000 refundable deposit to the Vendor. Boca is principally engaged in environmental protection, energy saving technologies, equipment development and applications. Its business involves production and sales of phase change thermal energy storage materials as well as central air conditioning cooling and heating system application engineering. The Company and Richly Conqueror Limited entered into a supplemental agreement on February 29, 2016, pursuant to which SGOCO International agreed to issue 1,162,305 ordinary shares of the Company to the Vendor on or before March 15, 2016 and both parties confirmed the closing date of the transaction shall be March 31, 2016. The shares were issued on March 7, 2016, and the fair value of the shares was $3.51 per share on the closing date, March 31, 2016. After the completion of the acquisition, Boca became a wholly owned subsidiary of the Company. The following table sets forth the Company’s best estimate of fair value of the assets acquired and the liabilities assumed. The Company is in the process of obtaining a third-party valuation for the assets acquired and liabilities assumed, and will refine fair value estimates when the valuation is completed using the balances as of the closing date, March 31, 2016.   Boca Net liabilities acquired $ (53 ) Amortizable intangible assets (i) Backlog contract 372 Proprietary technology 26,179 Goodwill 36,220 Deferred tax liabilities (6,638 ) Total $ 56,080 Total purchase price comprised of: – cash consideration $ 52,000 – share-based consideration 4,080 Total $ 56,080 (i) Acquired amortizable intangible asset-backlog contract and proprietary technology have estimated amortization periods of one year and twenty years, respectively. The transaction resulted in a purchase price allocation of $36,220 to goodwill, representing the financial, strategic and operational value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the business of Boca and the synergies expected from the combined operations of Boca and the Company, the assembled workforce and their knowledge and experience in provision of products and projects utilizing “green” energy technologies. The total amount of the goodwill acquired is not deductible for tax purposes. (b) Potential Acquisition of Sola Green On December 22, 2015, the Company signed a memorandum of understanding (“MOU”) to acquire all of the issued share capital of Sola Green Technologies Limited, a company incorporated in Hong Kong (“Sola Green”), for a purchase price of $40,000 in form of cash or new shares in SGOCO, subject to satisfactory due diligence and customary purchase price adjustments. In December 2015, a refundable deposit of $34,000 was paid to the shareholders of Sola Green. On March 1, 2016, an extension of the MOU was signed pursuant to which both parties expect that the definitive agreements will be executed and the transaction will be closed by June 30, 2016. Sola Green invests and develops an Energy-saving Glass Coating. By applying nano-technology, Sola Green integrates rare earth elements with other materials to produce a liquid form thermal insulation coating material. The coating could reduce UV and infrared radiation from sunlight, while maintaining acceptable visibility through the coated glass. As a result of reducing infrared radiation from sunlight, a general temperature reduction of 5-7°C to indoor space could be achieved. Up to the approval date of these financial statements, no definitive agreements have been signed and the acquisition is not yet completed. |
Plant and equipment, net
Plant and equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Plant and equipment, net | Note 8 - Plant and equipment, net Plant and equipment consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Leasehold improvements $ - $ 36 Machinery and equipment 1 1 Vehicles and office equipment 15 19 Total 16 56 Less: accumulated depreciation (8 ) (42 ) Plant and equipment, net $ 8 $ 14 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 amounted to $3, $19 and $76, respectively. |
Debt and credit facilities
Debt and credit facilities | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt and credit facilities | Note 9 - Debt and credit facilities Total interest incurred amounted to $57, $304 and $260 for the years ended December 31, 2015, 2014 and 2013, respectively. On December 31, 2013, the Company had short-term bank borrowings consisting of an unsecured bank loan of $4,101 (RMB25 million) drawn from a credit facility granted of RMB50 million by a local bank in the PRC. The loan was repaid in September 2014. The credit facility was guaranteed by Guanke (Fujian) Electron Technological Industry Co., Ltd. (“Guanke”), a former subsidiary of the Company, with an annual guarantee fee of $19. The remaining borrowings are accounts receivable sold with recourse to banks in Hong Kong, and fully settled prior to December 2014. |
Employee pension
Employee pension | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee pension | Note 10 - Employee pension Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all permanent employees. The PRC government is responsible for the pension liability to these retired employees. The Company is required to make monthly contributions to the state retirement plan at 20% of the base requirement for all permanent employees. Different geographic locations have different base requirements. The Company’s subsidiary incorporated in Hong Kong manages a defined contribution Mandatory Provident Fund (the “MPF Scheme”) under the Mandatory Provident Fund Schemes Ordinance, for all of its employees in Hong Kong. The Company is required to contribute 5% of the monthly salaries for all Hong Kong based employees to the MPF Scheme (subject to a cap). Total pension expense incurred by the Company was $11, $73 and $135 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Warrant derivative liability
Warrant derivative liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant derivative liability | Note 11 - Warrant derivative liability Public Warrants In March 2008, the Company, then a special purpose acquisition corporation (“SPAC”), completed its IPO, in which it sold 1,059,825 units (consisting of one ordinary share and one warrant) at $32 per unit. Those warrants (“Public Warrants”) issued in the IPO were publicly traded. Of the 1,059,825 Public Warrants outstanding prior to the consummation of the Acquisition, holders of 668,318 Public Warrants elected to redeem the warrants for cash of $2.00 per warrant. During the year of 2011, the Company bought back 241,794 public warrants through private negotiations for total consideration of $361 with an average price $1.48 per warrant. In the event that the last sale price of an ordinary share exceeds $46.00 per share for any 20 trading days within a 30-trading day period, the Company had the option to redeem Public Warrants at a price of $0.04 per warrant. These warrants were expired on March 7, 2014. Unit Options Connected with the IPO in March 2008, the Company issued an option (“Unit Options”) on a total of 70,000 units with each unit consisting of one ordinary share and one ordinary share warrant (“Representative Warrants”) to the underwriters, Broadband Capital Management LLC. The Unit Option permitted the acquisition of 70,000 Units at $40.00 per unit. Those Representative Warrants were excisable at $32.00 per share. The Unit Options including the Representative Warrants expired on March 7, 2014. Underwriter Warrants Connected with a secondary public offering of the Company’s ordinary shares on December 23, 2010, the Company issued to its underwriter an option for $1 to purchase up to a total of 16,667 shares of ordinary shares (5% of the shares sold in the secondary offering) at $24.00 per share (120% of the price of the shares sold in the secondary offering). The option was exercisable commencing on June 12, 2012, and expired on December 20, 2015. During 2011, the Company bought back 13,274 warrants from the underwriters for $27 with a price $2.00 per warrant. As a result, there were nil and 3,393 outstanding underwriter warrants as of December 31, 2015 and 2014. The Company utilized the American Binomial Option Valuation Model to estimate the value of the underwriter warrants as of December 31, 2014 at $2 with an exercise price of $24.00, market price of $2.48, expected remaining term of one year, expected volatility of 176%, and a risk free rate of 0.11%. The fair value changes of the underwriter warrants of $2, $19 and $3 were recognized as “Change in fair value of warrant derivative liability” in the consolidated statements of comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2014, respectively. A summary of changes in warrant activity is presented as follows as of December 31, 2015: Underwriter Outstanding, January 1 and December 31, 2014 3,393 Expired (3,393 ) Outstanding, December 31, 2015 - |
Convertible notes
Convertible notes | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes | |
Convertible notes | Note 12 – Convertible notes The Company entered into a series of Securities Purchase Agreements (the "Agreements") with certain investors between June and September, 2015. Pursuant to the Agreements, the Company issued certain convertible notes (the “Notes”) to the investors in a total principal amount of $1,149. A summary of the major terms of the Agreements are presented as follows: Investor Principal amount Issue date Maturity date Interest rate Conversion discount LG Capital Funding, LLC $ 231 6/10/2015 6/10/2016 8 % 35 % JSJ Investments INC 150 6/3/2015 12/3/2015 (a) 12 % 43 % Crown Bridge Partner, LLC 46 9/11/2015 8/25/2016 5 % 42 % Service Trading Company, LLC 105 6/11/2015 6/11/2016 8 % 35 % Adar Bays, LLC 158 6/11/2015 6/11/2016 8 % 35 % Vis Vires Group, INC 159 6/10/2015 3/15/2016 8 % 39 % Black Forest Capital, LLC 300 7/17/2015 7/17/2016 12 % 42 % $ 1,149 (a) At any time before, on and after the maturity date, this note has a cash redemption premium of 150%. (b) The rate is the discount to the lowest closing bid price of the Company’s ordinary shares for the 10 or 20 days prior to the date of conversion or execution of the convertible note agreements, as the case may be. The conversion feature is dual indexed to the Company’s stock, and is considered an embedded derivative which needs to be bifurcated from the host instrument in accordance with ASC 815. ASC 815-15-25 provides that if an entity has a hybrid financial instrument that would require bifurcation of embedded derivatives under ASC 815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrument in its entirety at fair value with changes in fair value recognized in earnings. The fair value election can be made instrument by instrument and shall be supported by concurrent documentation or a preexisting documented policy for automatic election. The Company elected to measure the Notes in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date in accordance with ASC 815-15-25. In addition, all issuance costs of $106 associated with the Notes offering have been expensed as incurred in the year ended December 31, 2015. Fair value of the Notes of $2,169 as of December 31, 2015 is determined using the binomial model, one of the option pricing methods. The valuation involves complex and subjective judgment and the Company’s best estimates of the probability of occurrence of future events, such as fundamental changes, on the valuation date. Under the binomial valuation model, the Group uses a weighted risk-free and risk interest rate (the combination of the risk free rate plus the credit spread for the underlying Notes) weighted by the probability of conversion as internally solved out by binomial model in discounting its cash flows. The main inputs to this model include the underlying share price, the expected share volatility, the expected dividend yield, the risk free and risk interest rate. During 2015, the note holders converted Notes with a total principal amount of $35 into 51,511 ordinary shares of the Company. Up to the approval date of these financial statements, the note holders have fully converted Notes with a total principal amount of $1,149 into 1,394,936 ordinary shares of the Company. |
Other payables and accrued liab
Other payables and accrued liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Other payables and accrued liabilities | Note 13 - Other payables and accrued liabilities Other payables and accrued liabilities as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accrued professional fees $ 132 $ 130 Accrued staff costs and staff benefits 15 27 Others 22 52 $ 169 $ 209 |
Capital transactions
Capital transactions | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Capital transactions | Note 14 - Capital transactions Preferred stock On January 29, 2008, the Company amended its articles of association and authorized 1,000,000 preferred shares. No preferred shares were issued or registered in the IPO. There were no preferred shares issued and outstanding as of December 31, 2015 and 2014. Issuance of capital stock On March 5, 2015, a total of 45,000 ordinary shares were issued to the CompanyÂ’s directors and certain employees, which vested immediately. The grant date fair values were $2.80 per share. On November 16, 2015, a total of 72,500 ordinary shares were issued to the CompanyÂ’s certain employees and consultants, which vested immediately. The grant date fair value was $1.56 per share. Share-based compensation expense of $239 was recognized in the consolidated statements of comprehensive income (loss) in 2015. In December 2015, certain of holders agreed to convert convertible notes with a principal amount of $35 for a total of 51,511 of ordinary shares. The amount of $76 was classified as shares to be issued under paid-in capital as of December 31, 2015. On January 21, 2014, a total of 40,000 ordinary shares were issued to the CompanyÂ’s directors and certain employees, which vested immediately. The grant date fair value was $13.44 per share. Share-based compensation expense of $538 was recognized in the consolidated statements of comprehensive income (loss) in 2014. On March 1, 2013 and June 3, 2013, a total of 48,750 ordinary shares were issued to the CompanyÂ’s employees, directors and consultants. Share-based compensation expense of $225 was recognized in the consolidated statements of comprehensive income (loss) in 2013. |
Statutory reserves
Statutory reserves | 12 Months Ended |
Dec. 31, 2015 | |
Statutory Reserves [Abstract] | |
Statutory reserves | Note 15 - Statutory reserves Statutory reserves The laws and regulations of the PRC require that before an enterprise distributes profits to its owners, it must first satisfy all tax liabilities, provide for losses in previous years, and make allocations in proportions determined at the discretion of the Board of Directors after the statutory reserves. Surplus reserve fund As stipulated by the Company Law of the PRC, as applicable to Chinese companies with foreign ownership, net income after taxation can only be distributed as dividends after appropriation has been made for the following: 1. Making up cumulative prior years’ losses, if any; 2. Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the company’s registered capital; and 3. Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any. It may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital. For the years ended December 31, 2015, 2014 and 2013, the Company made appropriations of nil, nil and $408 to the statutory reserves, respectively. No appropriations were made to surplus reserve fund. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 16 - Income taxes Income is subject to tax in the various countries in which the Company operates. The Company is a tax-exempted company incorporated in the Cayman Islands. SGO is incorporated in the State of Delaware and is subject to U.S. federal taxes at United States federal income tax rate of 34%. SGOCO International is incorporated in Hong Kong and is subject to Hong Kong taxation on income derived from their activities conducted in Hong Kong. Hong Kong Profits Tax has been calculated at 16.5% of the estimated assessable profit for the years ended December 31, 2015, 2014 and 2013. The Company mainly conducts its operating business through its subsidiaries in China. These subsidiaries are governed by the Income Tax Law of the PRC concerning foreign invested enterprises and foreign enterprises and various local income tax laws (the Income Tax Laws), and do not have any deferred tax assets or deferred tax liabilities under the income tax laws of the PRC because there are no temporary differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. All subsidiaries in China are subject to 25% EIT tax rate throughout the periods presented. The Income Tax Laws also impose a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holding company outside China for distribution of earnings generated after January 1, 2008. Under the Income Tax Laws, the distribution of earnings generated prior to January 1, 2008 is exempt from the withholding tax. As our subsidiaries in the PRC will not be distributing earnings to the Company for the years ended December 31, 2015, 2014 and 2013, no deferred tax liability has been recognized for the undistributed earnings of these PRC subsidiaries at December 31, 2015, 2014 and 2013. Total undistributed earnings of the Company’s PRC subsidiaries at December 31, 2015 were nil (2014: nil). The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2015, 2014 and 2013: Year ended December 31, 2015 2014 2013 U.S. Statutory rates 34.0 % 34.0 % 34.0 % Foreign income not recognized in USA (34.0 ) (34.0 ) (34.0 ) China income taxes 25.0 25.0 25.0 Impact of tax rate in other jurisdiction (2.5 ) (5.8 ) (5.6 ) Valuation allowance (7.7 ) (37.5 ) 2.1 Tax on disposal of SGOCO (Fujian) (a) - (89.9 ) - Other (b) (14.8 ) (26.0 ) 1.7 Effective income taxes 0 % (134.2 )% 23.2 % Notes: (a) According to the Circular on the State Administration of Taxation on Strengthening the Management of EIT Collection of Proceeds from Equity Transfers by Non-Resident Enterprises (Guoshuihan [2009] No. 698) (“Circular 698”) and the State Administration of Taxation Notice [2015] No. 7, a non-PRC Tax Resident Enterprise is subject to the PRC EIT on the taxable gain arising from a sale of transfer of any intermediate offshore company which directly or indirectly holds an interest, including any assets, subsidiaries, or other forms of business operations, in the PRC at a rate of 10%, or otherwise stipulated in an applicable tax treaty or arrangement. Circular 698 applies to all transactions conducted on or after January 1, 2008. As such, included in the income tax expense for the year ended December 31, 2014 was an amount of $877 on the Sale of SGOCO (Fujian). Included in income tax payable as of December 31, 2015 were payables made for the Sale of Honesty Group and Sale of SGOCO (Fujian) of $6,241 (2014: payables made for the Sale of Honesty Group of $6,241). The amounts remained unpaid as of the date of this Annual Report. The Company has already submitted relevant documents to the PRC tax bureau regarding the Sale of Honesty Group and the Sale of SGOCO (Fujian). (b) There were no other material items affecting the effective income tax for the years ended December 31, 2015, 2014 and 2013 except for (i) the expense incurred by holding company incorporated in the Cayman Islands where there is no tax. The other 14.8%, 26.0% and 1.7% for the years ended December 31, 2015, 2014 and 2013 included losses incurred by SGOCO of approximately $1.4 million, $0.5 million and $0.4 million, respectively and (ii) under-provision of Hong Kong profits tax and as a result of certain non-deductible expenses in prior year. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred income tax assets and liabilities are as follows: December 31, 2015 2014 Deferred income tax assets: Net operating loss carry-forward $ 939 $ 838 Less: Valuation allowance (939 ) (838 ) $ - $ - The deferred income tax assets wholly relates to net tax loss carry forwards. The net operating loss carry forwards derived from the Company’s PRC entities, HK entity and U.S. entity. The net tax loss attributable to those PRC entities can only be carried forward for a maximum period of five years. As of December 31, 2015 and 2014, the Company had $2,361 and $2,091, respectively, of deductible tax loss carry forwards that expire through December 31, 2020. The net tax loss of the Hong Kong entity of $867 and $159 as of December 31, 2015 and 2014, respectively, available for offset against future profits may be carried forward indefinitely. Management believes that the Company will not realize these potential tax benefits as the Company’s operations in these PRC and Hong Kong entities will not generate any operating profits in the foreseeable future. As a result, the full amount of the valuation allowance was provided against the potential tax benefits. As of December 31, 2015 and 2014, the Company’s U.S. entity, SGO, had net tax loss carry-forwards of $606 and $599, respectively, available to reduce future taxable income which will expire in various years through 2030. Management believes that the Company will not realize these potential tax benefits as the Company’s U.S. operations will not generate any operating profits in the foreseeable future. As a result, the full amount of the valuation allowance was provided against the potential tax benefits. |
Enterprise-wide geographic repo
Enterprise-wide geographic reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Enterprise-wide geographic reporting | Note 17 - Enterprise-wide geographic reporting The Company designs and sells LCD/LED products. The designing process, selling practice and distribution process are similar for all products. Based on qualitative and quantitative criteria established by the FASBÂ’s accounting standard regarding disclosures about segments of an enterprise and related information, the Company considers itself to be operating within one reportable segment. The Company does not have material long-lived assets located in foreign countries other than PRC. Geographic area data is based on product shipment destination. In accordance with the enterprise-wide disclosure requirements of the accounting standard, the CompanyÂ’s net revenue from external customers by geographic areas is as follows: Year ended December 31, 2015 2014 2013 China $ 1,184 $ 41,321 $ 177,836 International 737 1,909 23,138 Total $ 1,921 $ 43,230 $ 200,974 During the years ended December 31, 2015, 2014 and 2013, all of international sales were made to customers in Hong Kong. |
Related party and shareholder t
Related party and shareholder transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related party and shareholder transactions | Note 18 - Related party and shareholder transactions During the year ended December 31, 2015, Sun Zone Investments Limited (“Sun Zone”), a shareholder of the Company which is 100% owned by the Company’s Chairman, Mr. Tin Man Or, loaned $405 to the Company. As of December 31, 2015, $505 was repaid and the outstanding amount due to Sun Zone is nil. |
Earnings (loss) per share
Earnings (loss) per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Note 19 - Earnings (loss) per share The following is a reconciliation of the basic and diluted earnings (loss) per share computation: For the year ended December 31, 2015 2014 2013 Net (loss) income for earnings per share $ (2,418 ) $ (2,288 ) $ 8,444 Weighted average shares used in diluted computation - basic and diluted 4,400,298 4,351,517 4,298,297 Earnings (loss) per share – basic and diluted $ (0.55 ) $ (0.53 ) $ 1.96 In accordance with the U.S. GAAP, outstanding ordinary shares that are contingently returnable are treated in the same manner as contingently issuable shares. A total of 90,332 ordinary shares owned by the Sponsors that were no longer subject to cancellation were used to calculate basic earnings per share upon provision of services. The remaining 101,374 ordinary shares in escrow which would be released contingent on financial advisory and certain other services to be provided by the Sponsors are excluded from basic and diluted earnings per share computation for 2013. The escrow expired on December 31, 2013 and the escrowed shares were cancelled on May 5, 2014. As of December 31, 2014, all the Company’s warrants and unit options were excluded from the diluted loss per share calculation as they were anti-dilutive. As of December 31, 2015, all the Company’s warrants and convertible notes were excluded from the diluted loss per share calculation as they were anti-dilutive. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 20 - Commitments and contingencies The management is not currently aware of any threatened or pending litigation or legal matters, which would have a significant effect on the CompanyÂ’s consolidated financial statements as of December 31, 2015 and 2014. Our contractual obligations primarily consist of operating lease obligations and capital commitments. The following table sets forth a breakdown of our contractual obligations as of December 31, 2015, and their maturity profile: Payment Due by Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Convertible notes with principal and interest 1,211 1,211 - - - Capital contributions (1) - - - - - Total $ 1,211 $ 1,211 $ - $ - $ - (1) The registered capital of SGOCO Shenzhen is $5,000. As of December 31, 2015, SGOCO International had not injected capital to SGOCO Shenzhen. Initially, SGOCO International was required to pay $1,000 and the remaining $4,000 within 3 months and within one year, respectively, of the date of issuance of the subsidiaryÂ’s business license according to PRC registration capital management rules. According to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law. |
Concentration of risks
Concentration of risks | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of risks | Note 21 - Concentration of risks The CompanyÂ’s operations are carried out in the PRC and its operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The CompanyÂ’s results may be adversely affected by changes in government policies regarding laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, accounts receivable and advances to suppliers. As of December 31, 2015 and 2014, substantially all of the CompanyÂ’s cash was held in major financial institutions located in the PRC, Hong Kong and the United States of America, which management considers being of high credit quality. China does not have an official deposit insurance program, nor does it have an agency similar to The Federal Deposit Insurance Corporation (FDIC) in the United States. However, the Company believes that the risk of failure of any of these PRC banks is remote. Bank failure is extremely uncommon in China and the Company believes that those Chinese banks that hold the CompanyÂ’s cash are financially sound based on public available information. The Company provides unsecured credit terms for sales to certain customers. As a result, there are credit risks with the accounts receivable balances. The Company constantly re-evaluates the credit worthiness of customers buying on credit and maintains an allowance for doubtful accounts. Sales revenue from three major customers was $1,244, or approximately 66.8% of the CompanyÂ’s total sales for the year ended December 31, 2015, with each customer individually accounting for 39.6%, 16.2% and 11.0% of revenue, respectively. No other single customer accounted for more than 10% of the CompanyÂ’s total revenues in 2015. The CompanyÂ’s accounts receivable from these customers were approximately $228 as of December 31, 2015. Sales revenue from two major customers was $22,334, or approximately 51.7% of the CompanyÂ’s total sales for the year ended December 31, 2014, with each customer individually accounting for 37.8% and 13.9% of revenue, respectively. No other single customer accounted for more than 10% of the CompanyÂ’s total revenues in 2014. The CompanyÂ’s accounts receivable from these customers were approximately $22,334 as of December 31, 2014. Sales revenue from two major customers was $73,452, or approximately 36.5% of the CompanyÂ’s total sales for the year ended December 31, 2013, with each customer individually accounting for 22.3% and 14.2% of revenue, respectively. No other single customer accounted for more than 10% of the CompanyÂ’s total revenues in 2013. The CompanyÂ’s accounts receivable from these customers were approximately $15,948 as of December 31, 2013. Three major vendors provided approximately 83.4% of total purchases (including 15.6% of purchases from Honesty Group) by the Company during the year ended December 31, 2015. The CompanyÂ’s accounts payable due to these vendors was approximately $46 as of December 31, 2015. Two major vendors provided approximately 64.3% of total purchases (including 46.9% of purchases from Honesty Group) by the Company during the year ended December 31, 2014. The Company had no accounts payable due to these vendors as of December 31, 2014. Two major vendors provided approximately 71.0% of total purchases (including 42.4% of purchases from Honesty Group) by the Company during the year ended December 31, 20 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 22 - Subsequent events Apart from those disclosed elsewhere in these financial statements, the Company had the following subsequent events: On March 15, 2016, a total of 48,000 shares were issued to the CompanyÂ’s independent directors, certain employees and consultants, which vested immediately. The grant date fair value was $3.35 per share. Compensation expense of $161 will be recorded in the statement comprehensive income (loss) during 2016. On February 29, 2016, a total of 60,000 shares were issued to the certain IR service providers. The grant date fair value was $3.37 per share. Consulting expense of $202 will be recorded in the statement comprehensive income (loss) during 2016. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation and principle of consolidation | Basis of presentation and principle of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the financial statements of the Company and all its majority-owned subsidiaries that require consolidation. Intercompany transactions and balances have been eliminated in the consolidation. The following entities were consolidated as of December 31, 2015: Place incorporated Ownership percentage SGOCO Cayman Islands Parent Company SGOCO International Hong Kong 100% Beijing SGOCO Beijing, China 100% SGO Delaware, USA 100% SGOCO Shenzhen Shenzhen, China 100% The Company had a working capital deficiency and recorded a loss in in the current year. These factors raise substantial doubts about the Company’s ability to continue as a going concern. On May 9, 2016, the Company entered into a share purchase agreement with certain investors whereby the Company agrees to sell to these investors 1,900,000 shares of the Company’s unregistered ordinary shares for an amount of $7 million. On May 11, 2016, the investors paid the first tranche of $350,000. The Company shall issue 95,000 shares within 30 working days upon receipt of such payment. The investors shall pay the balance of $6,650,000 on or before July 31, 2016, and the Company shall issue 1,805,000 shares within 30 working days upon receipt of such payment. However, there can be no assurance that the Company will be successful in obtaining the financing. The Company believes that with the financing and the successful transition of business to provision of products and projects utilizing “green” energy technologies with the acquisition of Boca and potential acquisition of Sola Green (see Note 7), it can continue as a going concern and return to profitability. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern. |
Use of estimates | Use of estimates Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of managementÂ’s estimates and assumptions relate to the collectability of its receivables and the fair value and accounting treatment of certain financial instruments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results. |
Cash and cash equivalents | Cash and cash equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash includes cash on hand and demand deposits in accounts maintained with financial institutions or state owned banks within the PRC, Hong Kong and the U.S. |
Accounts receivable and other receivables | Accounts receivable and other receivables Receivables include trade accounts due from customers and other receivables such as cash advances to employees, related parties and third parties and advances to suppliers. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of December 31, 2015 and 2014, there was $1 and nil allowance for uncollectible accounts receivable, respectively. Management believes that the remaining accounts receivable are collectible. |
Inventories | Inventories Inventory is composed of finished goods. Inventory is valued at the lower of cost or market value using the weighted average method. Management reviews inventories for obsolescence and compares the cost of inventory with the market value at least once a year. An allowance is made for writing down the inventory to its market value, if it is lower than cost. |
Plant and equipment | Plant and equipment Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Expenditures for maintenance and repairs are charged to earnings as incurred. Major additions are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of plant and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Estimated Useful Life Leasehold improvements Over the lease term Machinery equipment 5-10 years Vehicles and office equipment 5 years |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long lived assets, including equipment, for impairment at least once per year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets by comparing the asset's estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the asset is recognized. As of December 31, 2015 and 2014, management believes there was no impairment of long-lived assets. |
Derivative liability | Derivative liability Derivative liabilities, which include public and private warrants, a put option and underwriter options, are recorded on the consolidated balance sheet as a liability at their fair value. The Company accounts for derivative liabilities in accordance with an accounting standard regarding “Instruments that are Indexed to an Entity’s Own Stock”. This accounting standard specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in shareholders’ equity in the statement of financial position would not be considered a derivative financial instrument. It provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the scope exception within the standards. Prior to the Acquisition, warrants issued were treated as equity. As a result of the Acquisition, the derivative was no longer provided equity treatment because the strike price of the warrants is denominated in U.S. Dollars, a currency other than the Company’s functional currency which is the Chinese Renminbi (“RMB”). Therefore, warrants are not considered indexed to the Company’s own stock, and as such, all future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire. The Company reclassified the fair value of these warrants, which have the dual-indexed feature, from equity to liability. The Company accounts for the put option agreement in accordance with the accounting standards regarding certain financial instruments with characteristics of both liabilities and equity. The put option agreement obligated the Company to purchase such shares. As the result, the Company treated the put option as a liability. |
Fair value of financial instruments | Fair value of financial instruments The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, other receivables, other payables and accrued liabilities, advances to suppliers, short-term loans, customer deposits and convertible notes. As of the balance sheet dates, the estimated fair value of cash and cash equivalents, accounts receivable, accounts payable, other receivables, other payables and accrued liabilities, advances to suppliers, short-term loans and customer deposits were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans for similar remaining maturity and risk profile at the respective reporting periods. The fair value measurement accounting standard defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Carrying Value at December 31, 2015 Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Convertible notes measured at fair value $ 2,169 $ - $ - $ 2,169 Carrying Value at December 31, 2014 Fair Value Measurement at December 31, 2014 Level 1 Level 2 Level 3 Warrant derivative liability $ 2 $ - $ 2 $ - A summary of changes in financial liabilities for the year ended December 31, 2015 was as follows: Balance at January 1, 2015 $ 2 Change in fair value of warrant derivative liability (2 ) Issuance of convertible notes 1,149 Fair value loss on issuance of convertible notes 1,019 Interest expenses on convertible notes 56 Change in fair value of convertible notes 21 Conversion of convertible notes (76 ) Balance at December 31, 2015 2,169 Fair value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent valuation dates: Convertible notes holder Black Forest Capital, LLC JSJ Investment Inc Crown Bridge Partners LLC LG Capital Funding LLC Adar Bays LLC Service Trading Co LLC VIS Vires Group Inc Appraisal Date (Inception Date) 7/17/15 6/3/15 9/11/15 6/10/15 6/11/15 6/25/15 Risk-free Rate 0.77% 0.42% 0.85% 0.78% 0.79% 0.77% Applicable Closing Stock Price $0.61 $0.70 $0.45 $0.79 $0.87 $0.66 Conversion Price $0.34 $0.28 $0.23 $0.39 $0.39 $0.40 Volatility 31.45% N/A 37.23% 30.18% 30.19% 31.58% Dividend Yield 0.00% Credit Spread 2.75% 2.59% 3.00% 2.85% 2.80% 2.76% Liquidity Risk Premium 5.00% Appraisal Date 12/31/15 Risk-free Rate 0.87% 2.16% 0.94% 0.79% 0.79% 0.61% Applicable Closing Stock Price $0.39 Conversion Price $0.19 $0.19 $0.19 $0.21 $0.21 $0.22 Volatility 43.13% N/A 38.86% 47.18% 47.18% 44.59% Dividend Yield 0.00% Credit Spread 4.08% 4.39% 4.08% 4.08% 4.08% 3.66% Liquidity Risk Premium 5.00% |
Comprehensive income | Comprehensive income U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of foreign currency translation adjustments net of realization of foreign currency translation gain relating to disposal of subsidiaries. |
Revenue recognition | Revenue recognition The CompanyÂ’s revenue recognition policies are consistent with the accounting standards. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. For products that are required to be examined by customers, sales revenue is recognized after the customer examination is completed. Payments received before all of the relevant criteria for revenue recognition are met are recorded as customer deposits. Generally, our outsourced manufacturers are obligated to provide at least one-year repair or replacement obligation. Management did not estimate future warranty liabilities as historical warranty expenses were minimal. Sales revenue is recognized net of value-added taxes, sales discounts and returns. There was $27, nil and nil sales returns during the years ended December 31, 2015, 2014 and 2013, respectively. |
Government grants | Government grants The Company was entitled to receive grants from the PRC municipal government under various local government programs. For the years ended December 31, 2015, 2014 and 2013, the Company received grants of nil, $358 and $302, respectively, from the PRC municipal government. The grants that the Company received in 2014 and 2013 did not have a specific requirement of usage or other condition, and they were recorded as other income upon receipt. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Under the accounting standard regarding accounting for uncertainty in income taxes, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. During the years ended December 31, 2015, 2014 and 2013, the Company incurred nil, $24 and $71 of interest related to income taxes. U.S. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. According to the Circular on the State Administration of Taxation on Strengthening the Management of EIT Collection of Proceeds from Equity Transfers by Non-Resident Enterprises (Guoshuihan [2009] No. 698) (“Circular 698”) and the State Administration of Taxation Notice [2015] No. 7, a non-PRC Tax Resident Enterprise is subject to the PRC EIT on the taxable gain arising from a sale of transfer of any intermediate offshore company which directly or indirectly holds an interest, including any assets, subsidiaries, or other forms of business operations, in the PRC, or otherwise stipulated in an applicable tax treaty or arrangement. Circular 698 applies to all transactions conducted on or after January 1, 2008. |
Operating leases | Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the statements of income on a straight-line basis over the lease periods. |
Advertising costs | Advertising costs The Company expenses the cost of advertising as incurred in selling products. The Company had no advertising costs incurred for the years ended December 31, 2015, 2014 and 2013. |
Shipping and handling | Shipping and handling Shipping and handling cost incurred to ship finished products to customers are included in selling expenses. Shipping and handling expenses for the years ended December 31, 2015, 2014 and 2013, amounted to $20, $86 and $536, respectively. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred and are included in general and administrative expenses. The costs of material and equipment that are acquired or constructed for research and development activities and have alternative future uses are classified as plant and equipment and depreciated over their estimated useful lives. Research and development costs for the years ended December 31, 2015, 2014 and 2013 amounted to $74, $56 and $175, respectively. |
Earnings (loss) per share | Earnings (loss) per share The Company reports earnings (loss) per share in accordance with the provisions of FASBÂ’s related accounting standard. This standard requires presentation of basic and diluted earnings (loss) per share and disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Dilutive shares consist of the ordinary shares issuable upon the conversion of convertible notes (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options and warrants (using the treasury stock method). Under the treasury stock method, option and warrants were assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. |
Share-based compensation | Share-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term. The Company accounts for equity instruments issued in exchange for the receipt of services from employees in the financial statements based on their fair values at the date of grant. The fair value of awards is amortized over the requisite service period. |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is the U.S. Dollar. The functional currency of the Company and its PRC subsidiaries is the RMB. The functional currency of its Hong Kong subsidiary SGOCO International is the U.S. Dollar. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the PeopleÂ’s Bank of China at the end of the period. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The balance sheet amounts with the exception of equity were translated at RMB6.49 and RMB6.12 to $1.00 at December 31, 2015 and 2014, respectively. The equity accounts were stated at their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the years ended December 31, 2015, 2014 and 2013 were RMB6.23, RMB6.14 and RMB6.20 to $1.00, respectively. |
Recent accounting pronouncements | Recent accounting pronouncements The Financial Accounting Standards Board ("FASB") has issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. The Company is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718)" which provides explicit guidance on the treatment of awards with performance targets that could be achieved after the requisite service period. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guideline is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-02 on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 are effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The amendments in ASU 2016-01 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. On March 17, 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which provides guidance on assessing whether an entity is a principal or an agent in a revenue transaction and whether an entity reports revenue on a gross or net basis. On April 14, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, which provides guidance on identifying performance obligations and accounting for licenses of intellectual property. The effective date and transition requirements for ASU No. 2016-08 and ASU No. 2016-10 are the same as the effective date and transition requirements of ASU No. 2014-09. The Company is evaluating the effect that ASU No. 2016-08 and ASU No. 2016-10 will have on the Company’s consolidated financial statements and related disclosures. On March 15, 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after December 31, 2017 including interim periods therein. Early adoption is permitted. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. The Company does not expect that the adoption will have a material impact on its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. The Company is evaluating the effect that ASU No. 2016-09 will have on the Company’s consolidated financial statements and related disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Organization and description 31
Organization and description of business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of net assets and income statement of SGOCO (Fujian) | Net assets of SGOCO (Fujian) as of December 31, 2014 (date of disposal): Book amount Cash 25 Accounts receivable, trade 32,340 Other receivables 168 Inventories 4,955 Advances to suppliers 75,554 Other current assets 2,108 Plant and equipment, net 132 Short-term loan (4,086 ) Accounts payable, trade (16,259 ) Amounts due to SGOCO and other group entities (80,404 ) Other payables and accrued liabilities (2,397 ) Customer deposits (595 ) Taxes payable (249 ) Deferred tax liabilities (317 ) Net assets as of December 31, 2014 (date of disposal) 10,975 Consideration receivable 10,975 Amounts due to SGOCO and other group entities 80,404 Receivable from sale of a subsidiary 91,379 Income statement of SGOCO (Fujian) from January 1, 2014 to December 31, 2014 (date of disposal): Revenues 34,696 Cost of goods sold (33,515 ) Total operating expenses (589 ) Total other income (expenses), net 403 Provision for income taxes (249 ) Net income 746 |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of consolidated subsidiaries | The following entities were consolidated as of December 31, 2015: Place incorporated Ownership percentage SGOCO Cayman Islands Parent Company SGOCO International Hong Kong 100% Beijing SGOCO Beijing, China 100% SGO Delaware, USA 100% SGOCO Shenzhen Shenzhen, China 100% |
Schedule of estimated useful life | Depreciation of plant and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Estimated Useful Life Leasehold improvements Over the lease term Machinery equipment 5-10 years Vehicles and office equipment 5 years |
Schedule of fair value of financial assets and liabilities | The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Carrying Value at December 31, 2015 Fair Value Measurement at December 31, 2015 Level 1 Level 2 Level 3 Convertible notes measured at fair value $ 2,169 $ - $ - $ 2,169 Carrying Value at December 31, 2014 Fair Value Measurement at December 31, 2014 Level 1 Level 2 Level 3 Warrant derivative liability $ 2 $ - $ 2 $ - |
Schedule of changes in financial liabilities | A summary of changes in financial liabilities for the year ended December 31, 2015 was as follows: Balance at January 1, 2015 $ 2 Change in fair value of warrant derivative liability (2 ) Issuance of convertible notes 1,149 Fair value loss on issuance of convertible notes 1,019 Interest expenses on convertible notes 56 Change in fair value of convertible notes 21 Conversion of convertible notes (76 ) Balance at December 31, 2015 2,169 |
Schedule of Assumptions Used to Value Convertible Notes | Fair value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent valuation dates: Convertible notes holder Black Forest Capital, LLC JSJ Investment Inc Crown Bridge Partners LLC LG Capital Funding LLC Adar Bays LLC Service Trading Co LLC VIS Vires Group Inc Appraisal Date (Inception Date) 7/17/15 6/3/15 9/11/15 6/10/15 6/11/15 6/25/15 Risk-free Rate 0.77% 0.42% 0.85% 0.78% 0.79% 0.77% Applicable Closing Stock Price $0.61 $0.70 $0.45 $0.79 $0.87 $0.66 Conversion Price $0.34 $0.28 $0.23 $0.39 $0.39 $0.40 Volatility 31.45% N/A 37.23% 30.18% 30.19% 31.58% Dividend Yield 0.00% Credit Spread 2.75% 2.59% 3.00% 2.85% 2.80% 2.76% Liquidity Risk Premium 5.00% Appraisal Date 12/31/15 Risk-free Rate 0.87% 2.16% 0.94% 0.79% 0.79% 0.61% Applicable Closing Stock Price $0.39 Conversion Price $0.19 $0.19 $0.19 $0.21 $0.21 $0.22 Volatility 43.13% N/A 38.86% 47.18% 47.18% 44.59% Dividend Yield 0.00% Credit Spread 4.08% 4.39% 4.08% 4.08% 4.08% 3.66% Liquidity Risk Premium 5.00% |
Accounts receivable, trade (Tab
Accounts receivable, trade (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts receivable, trade | Accounts receivable as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accounts receivable $ 229 $ 910 Allowance for doubtful accounts (1 ) - $ 228 $ 910 |
Schedule of movements in allowance for doubtful accounts | The movements in allowance for doubtful accounts are as follows: 2015 2014 Balance at the beginning of the year $ - $ 98 Addition 1 - Disposal of a subsidiary - (98) Balance at the end of the year $ 1 $ - |
Other receivables and prepaym34
Other receivables and prepayments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Other Receivables and Prepayments | Other receivables and prepayments as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Receivables from convertible note holders $ 359 $ - Other prepayments 97 51 Other receivables and prepayments $ 456 $ 51 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Finished goods $ 26 $ 1 |
Advances to suppliers (Tables)
Advances to suppliers (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Advances to suppliers [Abstract] | |
Schedule of Advances to Suppliers | Advances to suppliers as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Advances to Honesty Group $ 40 $ - Advances to other suppliers 86 33 Advances to suppliers $ 126 $ 33 |
Deposits paid for acquisition37
Deposits paid for acquisition of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table sets forth the Company’s best estimate of fair value of the assets acquired and the liabilities assumed. The Company is in the process of obtaining a third-party valuation for the assets acquired and liabilities assumed, and will refine fair value estimates when the valuation is completed using the balances as of the closing date, March 31, 2016.   Boca Net liabilities acquired $ (53 ) Amortizable intangible assets (i) Backlog contract 372 Proprietary technology 26,179 Goodwill 36,220 Deferred tax liabilities (6,638 ) Total $ 56,080 Total purchase price comprised of: – cash consideration $ 52,000 – share-based consideration 4,080 Total $ 56,080 (i) Acquired amortizable intangible asset-backlog contract and proprietary technology have estimated amortization periods of one year and twenty years, respectively. |
Plant and equipment, net (Table
Plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Plant and Equipment, Net | Plant and equipment consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Leasehold improvements $ - $ 36 Machinery and equipment 1 1 Vehicles and office equipment 15 19 Total 16 56 Less: accumulated depreciation (8 ) (42 ) Plant and equipment, net $ 8 $ 14 |
Warrant derivative liability (T
Warrant derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Warrant Activity | A summary of changes in warrant activity is presented as follows as of December 31, 2015: Underwriter Outstanding, January 1 and December 31, 2014 3,393 Expired (3,393 ) Outstanding, December 31, 2015 - |
Convertible notes (Tables)
Convertible notes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes | |
Schedule of Convertible Notes | A summary of the major terms of the Agreements are presented as follows: Investor Principal amount Issue date Maturity date Interest rate Conversion discount LG Capital Funding, LLC $ 231 6/10/2015 6/10/2016 8 % 35 % JSJ Investments INC 150 6/3/2015 12/3/2015 (a) 12 % 43 % Crown Bridge Partner, LLC 46 9/11/2015 8/25/2016 5 % 42 % Service Trading Company, LLC 105 6/11/2015 6/11/2016 8 % 35 % Adar Bays, LLC 158 6/11/2015 6/11/2016 8 % 35 % Vis Vires Group, INC 159 6/10/2015 3/15/2016 8 % 39 % Black Forest Capital, LLC 300 7/17/2015 7/17/2016 12 % 42 % $ 1,149 (a) At any time before, on and after the maturity date, this note has a cash redemption premium of 150%. (b) The rate is the discount to the lowest closing bid price of the CompanyÂ’s ordinary shares for the 10 or 20 days prior to the date of conversion or execution of the convertible note agreements, as the case may be. |
Other payables and accrued li41
Other payables and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Other Payables and Accrued Liabilities | Other payables and accrued liabilities as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Accrued professional fees $ 132 $ 130 Accrued staff costs and staff benefits 15 27 Others 22 52 $ 169 $ 209 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2015, 2014 and 2013: Year ended December 31, 2015 2014 2013 U.S. Statutory rates 34.0 % 34.0 % 34.0 % Foreign income not recognized in USA (34.0 ) (34.0 ) (34.0 ) China income taxes 25.0 25.0 25.0 Impact of tax rate in other jurisdiction (2.5 ) (5.8 ) (5.6 ) Valuation allowance (7.7 ) (37.5 ) 2.1 Tax on disposal of SGOCO (Fujian) (a) - (89.9 ) - Other (b) (14.8 ) (26.0 ) 1.7 Effective income taxes 0 % (134.2 )% 23.2 % Notes: (a) According to the Circular on the State Administration of Taxation on Strengthening the Management of EIT Collection of Proceeds from Equity Transfers by Non-Resident Enterprises (Guoshuihan [2009] No. 698) (“Circular 698”) and the State Administration of Taxation Notice [2015] No. 7, a non-PRC Tax Resident Enterprise is subject to the PRC EIT on the taxable gain arising from a sale of transfer of any intermediate offshore company which directly or indirectly holds an interest, including any assets, subsidiaries, or other forms of business operations, in the PRC at a rate of 10%, or otherwise stipulated in an applicable tax treaty or arrangement. Circular 698 applies to all transactions conducted on or after January 1, 2008. As such, included in the income tax expense for the year ended December 31, 2014 was an amount of $877 on the Sale of SGOCO (Fujian). Included in income tax payable as of December 31, 2015 were payables made for the Sale of Honesty Group and Sale of SGOCO (Fujian) of $6,241 (2014: payables made for the Sale of Honesty Group of $6,241). The amounts remained unpaid as of the date of this Annual Report. The Company has already submitted relevant documents to the PRC tax bureau regarding the Sale of Honesty Group and the Sale of SGOCO (Fujian). (b) There were no other material items affecting the effective income tax for the years ended December 31, 2015, 2014 and 2013 except for (i) the expense incurred by holding company incorporated in the Cayman Islands where there is no tax. The other 14.8%, 26.0% and 1.7% for the years ended December 31, 2015, 2014 and 2013 included losses incurred by SGOCO of approximately $1.4 million, $0.5 million and $0.4 million, respectively and (ii) under-provision of Hong Kong profits tax and as a result of certain non-deductible expenses in prior year. |
Schedule of Deferred Tax Assets | Significant components of deferred income tax assets and liabilities are as follows: December 31, 2015 2014 Deferred income tax assets: Net operating loss carry-forward $ 939 $ 838 Less: Valuation allowance (939 ) (838 ) $ - $ - |
Enterprise-wide geographic re43
Enterprise-wide geographic reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Enterprise-wide geographic reporting | In accordance with the enterprise-wide disclosure requirements of the accounting standard, the CompanyÂ’s net revenue from external customers by geographic areas is as follows: Year ended December 31, 2015 2014 2013 China $ 1,184 $ 41,321 $ 177,836 International 737 1,909 23,138 Total $ 1,921 $ 43,230 $ 200,974 |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the basic and diluted earnings (loss) per share computation: For the year ended December 31, 2015 2014 2013 Net (loss) income for earnings per share $ (2,418 ) $ (2,288 ) $ 8,444 Weighted average shares used in diluted computation - basic and diluted 4,400,298 4,351,517 4,298,297 Earnings (loss) per share – basic and diluted $ (0.55 ) $ (0.53 ) $ 1.96 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Capital Contributions and Operating Lease Obligations | The following table sets forth a breakdown of our contractual obligations as of December 31, 2015, and their maturity profile: Payment Due by Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Convertible notes with principal and interest 1,211 1,211 - - - Capital contributions (1) - - - - - Total $ 1,211 $ 1,211 $ - $ - $ - (1) The registered capital of SGOCO Shenzhen is $5,000. As of December 31, 2015, SGOCO International had not injected capital to SGOCO Shenzhen. Initially, SGOCO International was required to pay $1,000 and the remaining $4,000 within 3 months and within one year, respectively, of the date of issuance of the subsidiaryÂ’s business license according to PRC registration capital management rules. According to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law. |
Organization and description 46
Organization and description of business (Acquisition of Honesty Group Holdings Limited) (Details) - shares | 1 Months Ended | |||
Mar. 12, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 11, 2010 | |
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 4,023,689 | 4,471,215 | 4,353,715 | 5,299,126 |
Common stock, shares issued | 4,023,689 | 4,471,215 | 4,353,715 | 5,299,126 |
Honesty Group [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares exchange transaction with Honesty Group | 3,575,000 | |||
Ownership percentage | 100.00% |
Organization and description 47
Organization and description of business (Schedule of Net Assets of SGOCO (Fujian) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Receivable from sale of a subsidiary | $ 91,379 | |
SGOCO Fujian [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 25 | |
Accounts receivable, trade | 32,340 | |
Other receivables | 168 | |
Inventories | 4,955 | |
Advances to suppliers | 75,554 | |
Other current assets | 2,108 | |
Plant and equipment, net | 132 | |
Short-term loan | (4,086) | |
Accounts payable, trade | (16,259) | |
Amounts due to SGOCO and other group entities | (80,404) | |
Other payables and accrued liabilities | (2,397) | |
Customer deposits | (595) | |
Taxes payable | (249) | |
Deferred tax liabilities | (317) | |
Net assets as of December 31, 2014 (date of disposal) | 10,975 | |
Consideration receivable | 10,975 | |
Amounts due to SGOCO and other group entities | 80,404 | |
Receivable from sale of a subsidiary | $ 91,379 |
Organization and description 48
Organization and description of business (Schedule of Income Statement of SGOCO (Fujian) (Details) - SGOCO Fujian [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Income statement of sale of SGOCO (Fujian) | |
Revenues | $ 34,696 |
Cost of goods sold | (33,515) |
Total operating expenses | (589) |
Total other income (expenses), net | 403 |
Provision for income taxes | (249) |
Net income | $ 746 |
Accounting policies (Additional
Accounting policies (Additional Information) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)Â¥ / $ | Dec. 31, 2014USD ($)Â¥ / $ | Dec. 31, 2013USD ($)Â¥ / $ | |
Accounts receivable, trade and other receivables | |||
Net of provision for doubtful accounts | $ 1 | ||
Government grants | |||
Grant revenue received from PRC municipal government | $ 358 | $ 302 | |
Revenue recognition | |||
Sales returns | $ 27 | ||
Income taxes | |||
Penalties and interest incurred related to underpayment of income tax | $ 24 | $ 71 | |
Advertising costs | |||
Advertising costs | |||
Shipping and handling | |||
Shipping and handling expense | $ 20 | $ 86 | $ 536 |
Research and development costs | |||
Research and development costs | $ 74 | $ 56 | $ 175 |
Foreign currency translation | |||
Balance sheet, excluding equity, foreign currency translation | ¥ / $ | 6.49 | 6.12 | |
Income and cash flow statement foreign currency translation | ¥ / $ | 6.23 | 6.14 | 6.20 |
Accounting policies (Share Purc
Accounting policies (Share Purchase Agreement) (Details) - Subsequent Events [Member] - Ordinary Shares [Member] - USD ($) | May. 11, 2016 | May. 09, 2016 |
Subsequent Event [Line Items] | ||
Number of ordinary shares agreed to be sold through share purchase agreement | 1,900,000 | |
Value of ordinary shares agreed to be sold through share purchase agreement | $ 7,000,000 | |
Total number of shares to be issued within 30 working days upon receipt of payment | 95,000 | |
Proceeds from issuance of ordinary shares | $ 350,000 | |
Total remaining balance due from investors before July 31, 2016 | $ 6,650,000 | |
Total number of shares to be issued within 30 working days of July 31, 2016 payment | 1,805,000 |
Accounting policies (Schedule o
Accounting policies (Schedule of Consolidated Subsidiaries) (Details) | Dec. 31, 2015 |
SGOCO International [Member] | |
Entity Information [Line Items] | |
Ownership percentage | 100.00% |
Beijing SGOCO [Member] | |
Entity Information [Line Items] | |
Ownership percentage | 100.00% |
SGO [Member] | |
Entity Information [Line Items] | |
Ownership percentage | 100.00% |
SGOCO Shenzhen [Member] | |
Entity Information [Line Items] | |
Ownership percentage | 100.00% |
Accounting policies (Plant and
Accounting policies (Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Over the lease term |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Vehicles and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Accounting policies (Schedule53
Accounting policies (Schedule of Fair Value of Financial Instruments) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes measured at fair value | $ 2,169 | |
Derivative liability | $ 2 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes measured at fair value | ||
Derivative liability | ||
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes measured at fair value | ||
Derivative liability | $ 2 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes measured at fair value | $ 2,169 | |
Derivative liability |
Accounting policies (Schedule54
Accounting policies (Schedule of Changes in Financial Liabilities) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |
Balance, beginning | $ 2 |
Change in fair value of warrant derivative liability | (2) |
Issuance of convertible notes | 1,149 |
Fair value loss on issuance of convertible notes | 1,019 |
Interest expenses on convertible notes | 56 |
Change in fair value of convertible notes | 21 |
Conversion of convertible notes | (76) |
Balance, ending | $ 2,169 |
Accounting policies (Schedule55
Accounting policies (Schedule of Assumptions Used to Value Convertible Notes) (Details) - $ / shares | Dec. 31, 2015 | Sep. 11, 2015 | Jul. 17, 2015 | Jun. 25, 2015 | Jun. 11, 2015 | Jun. 10, 2015 | Jun. 03, 2015 |
Black Forest Capital, LLC [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.87% | 0.77% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.61 | |||||
Conversion Price | $ 0.19 | $ 0.34 | |||||
Volatility | 43.13% | 31.45% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.08% | 2.75% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
JSJ Investments, Inc. [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 2.16% | 0.42% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.70 | |||||
Conversion Price | $ 0.19 | $ 0.28 | |||||
Volatility | |||||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.39% | 2.59% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
Crown Bridge Partners, LLC [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.94% | 0.85% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.45 | |||||
Conversion Price | $ 0.19 | $ 0.23 | |||||
Volatility | 38.86% | 37.23% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.08% | 3.00% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
LG Capital Funding, LLC [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.79% | 0.78% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.79 | |||||
Conversion Price | $ 0.21 | $ 0.39 | |||||
Volatility | 47.18% | 30.18% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.08% | 2.85% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
Adar Bays, LLC [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.79% | 0.79% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.87 | |||||
Conversion Price | $ 0.21 | $ 0.39 | |||||
Volatility | 47.18% | 30.19% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.08% | 2.80% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
Service Trading Co., LLC [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.79% | 0.79% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.87 | |||||
Conversion Price | $ 0.21 | $ 0.39 | |||||
Volatility | 47.18% | 30.19% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 4.08% | 2.80% | |||||
Liquidity Risk Premium | 5.00% | 5.00% | |||||
VIS Vires Group, Inc. [Member] | |||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||||
Risk-free Rate | 0.61% | 0.77% | |||||
Applicable Closing Stock Price | $ 0.39 | $ 0.66 | |||||
Conversion Price | $ 0.22 | $ 0.40 | |||||
Volatility | 44.59% | 31.58% | |||||
Dividend Yield | 0.00% | 0.00% | |||||
Credit Spread | 3.66% | 2.76% | |||||
Liquidity Risk Premium | 5.00% | 5.00% |
Accounts receivable, trade (Det
Accounts receivable, trade (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | |||
Accounts receivable | $ 229 | $ 910 | |
Allowance for doubtful accounts | (1) | ||
Accounts receivable, net | $ 228 | $ 910 | |
Balance at the beginning of the year | $ 98 | ||
Addition | $ 1 | $ 98 | |
Disposal of a subsidiary | $ (98) | ||
Balance at the end of the year | $ 1 | $ 98 |
Other receivables and prepaym57
Other receivables and prepayments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from convertible note holders | $ 359 | |
Other prepayments | 97 | $ 51 |
Other receivables and prepayments | 456 | $ 51 |
Convertible Notes Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Convertible notes receivable amount | 343 | |
Interest receivable | 16 | |
Convertible Notes Receivable One [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Convertible notes receivable amount | $ 247 | |
Interest rate | 8.00% | |
Convertible Notes Receivable Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Convertible notes receivable amount | $ 96 | |
Interest rate | 12.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 26 | $ 1 |
Advances to suppliers (Details)
Advances to suppliers (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Advances to suppliers [Abstract] | ||
Advances to Honesty Group | $ 40 | |
Advances to other suppliers | 86 | $ 33 |
Advances to suppliers | $ 126 | $ 33 |
Deposits paid for acquisition60
Deposits paid for acquisition of subsidiaries (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 07, 2016 | Dec. 22, 2015 | |
Boca International Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Maximum percentage of new shares company offered as consideration for acquisition | 19.90% | |||
Cash | $ 52,000 | |||
Boca International Limited [Member] | Subsequent Events [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of shares issued | $ 3.51 | |||
Boca International Limited [Member] | Subsequent Events [Member] | Scenario, Forecast [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued for acquisition | 1,162,305 | |||
Sola Green Technologies Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 34,000 | |||
Total purchase price agreed to in the form of cash or ordinary shares | $ 40,000 |
Deposits paid for acquisition61
Deposits paid for acquisition of subsidiaries (Purchase Price Allocation) (Details) - Boca International Limited [Member] - USD ($) $ in Thousands | 1 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2015 | ||
Total purchase price comprised of: | |||
cash consideration | $ 52,000 | ||
share-based consideration | 4,080 | ||
Total | $ 56,080 | ||
Net liabilities acquired | $ (53) | ||
Amortizable intangible assets | |||
Goodwill | 36,220 | ||
Deferred tax liabilities | (6,638) | ||
Backlog Contract [Member] | |||
Amortizable intangible assets | |||
Amortizable intangible assets | [1] | 372 | |
Proprietary Technology [Member] | |||
Amortizable intangible assets | |||
Amortizable intangible assets | [1] | $ 26,179 | |
[1] | Acquired amortizable intangible asset-backlog contract and proprietary technology have estimated amortization periods of one year and twenty years, respectively. |
Plant and equipment, net (Detai
Plant and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | $ 16 | $ 56 | |
Less: accumulated depreciation | (8) | (42) | |
Plant and equipment, net | 8 | 14 | |
Depreciation | $ 3 | 19 | $ 76 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | 36 | ||
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | $ 1 | 1 | |
Vehicles and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | $ 15 | $ 19 |
Debt and credit facilities (Det
Debt and credit facilities (Details) $ in Thousands, ¥ in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015CNY (Â¥) | |
Short-term Debt [Line Items] | ||||
Interest expense | $ 57 | $ 304 | $ 260 | |
December 2013 Bank Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Loan face amount | $ 4,101 | |||
Issuance date | Dec. 31, 2013 | |||
Maturity date | Sep. 30, 2014 | |||
Line of credit, annual guarantee fee | $ 19 | |||
December 2013 Bank Loan [Member] | CNY [Member] | ||||
Short-term Debt [Line Items] | ||||
Loan face amount | ¥ | ¥ 25 | |||
Line of credit, maximum borrowing amount | ¥ | ¥ 50 |
Employee pension (Details)
Employee pension (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Pension expense | $ 11 | $ 73 | $ 135 |
Warrant derivative liability (P
Warrant derivative liability (Public warrants) (Details) - Public Warrants [Member] $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2008$ / sharesshares | Dec. 31, 2011USD ($)$ / shares$ / warrantshares | Dec. 31, 2012shares | |
Class of Warrant or Right [Line Items] | |||
Public Offering units sold | shares | 1,059,825 | ||
Per unit selling price | $ / shares | $ 32 | ||
Warrants outstanding | shares | 1,059,825 | 598,850 | |
Warrants redeemed | shares | 668,318 | ||
Warrant redemption price per share | $ / shares | $ 2 | ||
Warrants repurchased | shares | 241,794 | ||
Warrants repurchased, value | $ | $ 361 | ||
Warrants repurchased, average price per share | $ / shares | $ 1.48 | ||
Warrant, cap price | $ / warrant | 46 | ||
Warrant exercise price per share, after price cap exceeded | $ / shares | $ 0.04 | ||
Expiration date | Mar. 7, 2014 |
Warrant derivative liability (U
Warrant derivative liability (Unit options) (Details) - $ / shares | 1 Months Ended | |
Mar. 31, 2008 | Dec. 31, 2012 | |
Representative Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 32 | |
Expiration date | Mar. 7, 2014 | |
Unit Options [Member] | ||
Class of Warrant or Right [Line Items] | ||
Granted units | 70,000 | |
Per unit selling price | $ 40 | |
Warrants outstanding | 70,000 |
Warrant derivative liability 67
Warrant derivative liability (Underwriters warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 23, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
Class of Warrant or Right [Line Items] | |||||
Change in fair value of warrant derivative liability | $ 2 | $ 19 | $ (3) | ||
Underwriter Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Option to purchase warrants, value | $ 1 | ||||
Number of ordianry shares available for purchase by warrants | 16,667 | ||||
Percetnage of total shares sold in the secondary offering | 5.00% | ||||
Percentage of the price of the shares sold in the secondary offering | 120.00% | ||||
Expiration date | Dec. 20, 2015 | ||||
Exercise price of warrant | $ 24 | ||||
Exercisable Date | Jun. 12, 2012 | ||||
Warrants repurchased | 13,274 | ||||
Warrants repurchased, value | $ 27 | ||||
Warrants repurchased, price per share | $ 2 | ||||
Warrants outstanding | 3,393 | ||||
Underwriter Warrants [Member] | American Binomial Option Valuation Model [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Estimated warrant exercise price | $ 24 | ||||
Estimated warrant market price per share | $ 2.48 | ||||
Expected remaining term | 1 year | ||||
Expected volatility | 176.00% | ||||
Risk-free interest rate | 0.11% | ||||
Warrants fair value | $ 2 |
Warrant derivative liability (W
Warrant derivative liability (Warrant activity) (Details) - Underwriter Warrants [Member] | 12 Months Ended |
Dec. 31, 2015shares | |
Changes in warrant activity | |
Warrants outstanding | 3,393 |
Expired | (3,393) |
Warrants outstanding |
Convertible notes (Details)
Convertible notes (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 19, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Short-term Debt [Line Items] | ||||
Convertible notes | $ 2,169 | |||
Convertible Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | 1,149 | |||
Payments of debt issuance costs | 106 | |||
Convertible notes fair value | 2,169 | |||
Total principal amount converted | $ 35 | |||
Total shares issued from conversion of debt | 51,511 | |||
Convertible Notes [Member] | LG Capital Funding, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 231 | |||
Issue date | Jun. 10, 2015 | |||
Maturity date | Jun. 10, 2016 | |||
Interest rate | 8.00% | |||
Conversion discount rate | [1] | 35.00% | ||
Convertible Notes [Member] | JSJ Investments INC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 150 | |||
Issue date | Jun. 3, 2015 | |||
Maturity date | [2] | Dec. 3, 2015 | ||
Interest rate | 12.00% | |||
Conversion discount rate | [1] | 43.00% | ||
Cash redemption premium | 150.00% | |||
Convertible Notes [Member] | Crown Bridge Partner, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 46 | |||
Issue date | Sep. 11, 2015 | |||
Maturity date | Aug. 25, 2016 | |||
Interest rate | 5.00% | |||
Conversion discount rate | [1] | 42.00% | ||
Convertible Notes [Member] | Service Trading Company, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 105 | |||
Issue date | Jun. 11, 2015 | |||
Maturity date | Jun. 11, 2016 | |||
Interest rate | 8.00% | |||
Conversion discount rate | [1] | 35.00% | ||
Convertible Notes [Member] | Adar Bays, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 158 | |||
Issue date | Jun. 11, 2015 | |||
Maturity date | Jun. 11, 2016 | |||
Interest rate | 8.00% | |||
Conversion discount rate | [1] | 35.00% | ||
Convertible Notes [Member] | Vis Vires Group, INC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 159 | |||
Issue date | Jun. 10, 2015 | |||
Maturity date | Mar. 15, 2016 | |||
Interest rate | 8.00% | |||
Conversion discount rate | [1] | 39.00% | ||
Convertible Notes [Member] | Black Forest Capital, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 300 | |||
Issue date | Jul. 17, 2015 | |||
Maturity date | Jul. 17, 2016 | |||
Interest rate | 12.00% | |||
Conversion discount rate | [1] | 42.00% | ||
Convertible Notes [Member] | Subsequent Events [Member] | ||||
Short-term Debt [Line Items] | ||||
Total principal amount converted | $ 1,149 | |||
Total shares issued from conversion of debt | 1,394,936 | |||
[1] | The rate is the discount to the lowest closing bid price of the Company's ordinary shares for the 10 or 20 days prior to the date of conversion or execution of the convertible note agreements, as the case may be. | |||
[2] | At any time before, on and after the maturity date, this note has a cash redemption premium of 150%. |
Other payables and accrued li70
Other payables and accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 132 | $ 130 |
Accrued staff costs and staff benefits | 15 | 27 |
Others | 22 | 52 |
Other payables and accrued liabilities | $ 169 | $ 209 |
Capital transactions (Details)
Capital transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 16, 2015 | Mar. 05, 2015 | Jan. 21, 2014 | Jun. 03, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, issued | 0 | 0 | |||||
Preferred stock, outstanding | 0 | 0 | |||||
Share-based compensation | $ 239 | $ 538 | $ 225 | ||||
Shares to be issued on conversion of convertible notes | 76 | ||||||
Convertible Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Total principal amount converted | $ 35 | ||||||
Total shares issued from conversion of debt | 51,511 | ||||||
Ordinary Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ordinary shares issued to employees, directors and consultants | 72,500 | 45,000 | 40,000 | 48,750 | |||
Grant date fair value | $ 1.56 | $ 2.80 | $ 13.44 | ||||
Ordinary Shares [Member] | Convertible Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares to be issued on conversion of convertible notes | $ 76 |
Statutory reserve (Details)
Statutory reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statutory Reserves [Abstract] | |||
Appropriations to statutory reserves | $ 408 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | |||
Undistributed earnings of PRC subsidiaries | |||
Withholding tax rate for dividends distributed by a foreign invested enterprise | 10.00% | ||
Other tax expense | $ 1,400,000 | $ 500,000 | $ 400,000 |
Other | (14.80%) | (26.00%) | 1.70% |
Tax rate | 34.00% | 34.00% | 34.00% |
Enterprise Income Tax [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax rate | 25.00% | ||
Non-PRC Tax Resident Enterprise Income Tax [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax rate | 10.00% | ||
SGOCO Fujian [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income tax expense | $ 877,000 | ||
Income tax payable | $ 6,241,000 | 6,241,000 | |
SGOCO International [Member] | Hong Kong [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net tax loss carry forwards | $ 867,000 | $ 159,000 | |
Tax rate | 16.50% | 16.50% | 16.50% |
PRC Entities [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net tax loss carry forwards | $ 2,361,000 | $ 2,091,000 | |
Net tax loss carry forwards, expiration date | Dec. 31, 2020 | ||
SGO [Member] | U.S. [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net tax loss carry forwards | $ 606,000 | $ 599,000 | |
Net tax loss carry forwards, expiration date | Dec. 31, 2030 | ||
Tax rate | 34.00% |
Income taxes (Schedule of effec
Income taxes (Schedule of effective tax rate) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. Statutory rates | 34.00% | 34.00% | 34.00% |
Foreign income not recognized in USA | (34.00%) | (34.00%) | (34.00%) |
China income taxes | 25.00% | 25.00% | 25.00% |
Impact of tax rate in other jurisdiction | (2.50%) | (5.80%) | (5.60%) |
Valuation allowance | (7.70%) | (37.50%) | 2.10% |
Tax on disposal of SGOCO (Fujian) | (89.90%) | ||
Other | (14.80%) | (26.00%) | 1.70% |
Effective income taxes | 0.00% | (134.20%) | 23.20% |
Income taxes (Components of Def
Income taxes (Components of Deferred Income Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets: | ||
Net operating loss carry-forward | $ 939 | $ 838 |
Less: Valuation allowance | $ (939) | $ (838) |
Deferred income tax assets, net |
Enterprise-wide geographic re76
Enterprise-wide geographic reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | $ 1,921 | $ 43,230 | $ 200,974 |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | 1,184 | 41,321 | 177,836 |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | $ 737 | $ 1,909 | $ 23,138 |
Hong Kong [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage of revenue from geographic area | 100.00% | 100.00% | 100.00% |
Related party and shareholder77
Related party and shareholder transactions (Revenues - related parties) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Proceeds from shareholder loan | $ 405 | $ 600 | |
Loan from a shareholder | $ 100 | ||
Sun Zone Investments Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from shareholder loan | $ 405 | ||
Payments on loan from a shareholder | $ 505 | ||
Loan from a shareholder | |||
Sun Zone Investments Limited [Member] | Board of Directors Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 100.00% |
Earnings (loss) per share (Deta
Earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the basic and diluted earnings per share computation: | |||
Net (loss) income for earnings per share | $ (2,418) | $ (2,288) | $ 8,444 |
Weighted average shares used in diluted computation - basic and diluted | 4,400,298 | 4,351,517 | 4,298,297 |
Earnings (loss) per share - basic and diluted | $ (0.55) | $ (0.53) | $ 1.96 |
Number of shares owned by sponsors that were no longer subject to cancellation and were included in the calculation of basic earnings per share computation | 90,332 | ||
Number of shares owned by sponsors remaining in escrow and were therefore not included in the calculation of basic earnings per share computation | 101,374 |
Commitments and contingencies79
Commitments and contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Convertible notes with principal and interest - less than 1 Year | $ 1,211 | |
Convertible notes with principal and interest - 1-3 Years | ||
Convertible notes with principal and interest - 3-5 Years | ||
Convertible notes with principal and interest - more than 5 Years | ||
Total | $ 1,211 | |
Capital contributions payment due in less than 1 year | [1] | |
Capital contributions payment due in 1-3 years | [1] | |
Capital contributions payment due in 3-5 years | [1] | |
Capital contributions payment due more than 5 years | [1] | |
Capital contributions payments, total | [1] | |
Total contractual obligations due in less than 1 year | $ 1,211 | |
Total contractual obligations due in 1-3 years | ||
Total contractual obligations due in 3-5 years | ||
Total contractual obligations due in more than 5 years | ||
Total contractual obligations due | $ 1,211 | |
[1] | The registered capital of SGOCO Shenzhen is $5,000. As of December 31, 2015, SGOCO International had not injected capital to SGOCO Shenzhen. Initially, SGOCO International was required to pay $1,000 and the remaining $4,000 within 3 months and within one year, respectively, of the date of issuance of the subsidiary's business license according to PRC registration capital management rules. According to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law. |
Commitments and contingencies80
Commitments and contingencies (Parenthetical) (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Other Commitments [Line Items] | ||
Capital contributions payment due within 1 years | [1] | |
SGOCO International [Member] | ||
Other Commitments [Line Items] | ||
Capital contributions payment due in 3 months | $ 1,000 | |
Capital contributions payment due within 1 years | 4,000 | |
SGOCO Shenzhen [Member] | ||
Other Commitments [Line Items] | ||
Registered capital | $ 5,000 | |
[1] | The registered capital of SGOCO Shenzhen is $5,000. As of December 31, 2015, SGOCO International had not injected capital to SGOCO Shenzhen. Initially, SGOCO International was required to pay $1,000 and the remaining $4,000 within 3 months and within one year, respectively, of the date of issuance of the subsidiary's business license according to PRC registration capital management rules. According to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law. |
Concentration of risks (Details
Concentration of risks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $98 and nil, respectively | $ 228 | $ 910 | |
Accounts payable, trade | 46 | $ 606 | |
Deposits in excess of insured limits | |||
Advances to Honesty Group | 40 | ||
Major Customer One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $98 and nil, respectively | $ 22,334 | $ 15,948 | |
Major Vendor One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Accounts payable, trade | |||
Major Customer One Two And Three [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $98 and nil, respectively | $ 228 | ||
Sales Revenue [Member] | Major Customer One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 22,334 | $ 73,452 | |
Concentration risk percentage | 51.70% | 36.50% | |
Sales Revenue [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 39.60% | 37.80% | 22.30% |
Sales Revenue [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.20% | 13.90% | 14.20% |
Sales Revenue [Member] | Major Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.00% | ||
Sales Revenue [Member] | Major Customer One Two And Three [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 1,244 | ||
Concentration risk percentage | 66.80% | ||
Accounts Payable [Member] | Major Vendor One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 64.30% | 71.00% | |
Accounts Payable [Member] | Major Vendor One, Two and Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 83.40% | ||
Accounts payable, trade | $ 46 | ||
Honesty Group [Member] | Accounts Payable [Member] | Major Vendor One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 46.90% | 42.40% | |
Honesty Group [Member] | Accounts Payable [Member] | Major Vendor One, Two and Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.60% |
Subsequent events (Details)
Subsequent events (Details) - Ordinary Shares [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2016 | Feb. 29, 2016 | Nov. 16, 2015 | Mar. 05, 2015 | Jan. 21, 2014 | Jun. 03, 2013 |
Subsequent Event [Line Items] | ||||||
Ordinary shares issued to employees, directors and consultants | 72,500 | 45,000 | 40,000 | 48,750 | ||
Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares issued to employees, directors and consultants | 48,000 | 60,000 | ||||
Grant date fair value for ordinary shares issued to independent directors and certain employees | $ 3.35 | $ 3.37 | ||||
Compensation expense | $ 161 | $ 202 |