Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
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 | 16,164,855 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 4,262 | $ 29 |
Pledged bank deposits | 515 | 0 |
Accounts receivable, net of provision for doubtful accounts of $196 and $196, respectively | 119 | |
Loans receivable, net of provision for loan losses of $nil and $ nil , respectively | 670 | |
Interest receivable | 6 | |
Other receivables and prepayments | 28 | 6,459 |
Advances to suppliers | 226 | |
Total current assets | 5,707 | 6,607 |
DEPOSITS FOR ACQUISITION OF SUBSIDIARIES | 31,866 | |
PLANT AND EQUIPMENT, NET | 511 | 5 |
INTANGIBLE ASSETS, NET | 42,258 | 25,290 |
GOODWILL | 49,977 | 36,504 |
Total assets | 98,453 | 100,272 |
CURRENT LIABILITIES | ||
Accounts payable, trade | 235 | 222 |
Other payables and accrued liabilities | 3,023 | 807 |
Customer deposits | 113 | |
Taxes payable | 15 | 6,241 |
Total current liabilities | 3,386 | 7,270 |
LONG-TERM LIABILITIES | ||
Warrant derivative liability | 680 | |
Non-current deferred tax liability | 10,572 | 6,323 |
Total liabilities | 14,638 | 13,593 |
COMMITMENT AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil issued and outstanding as of December 31, 2017 and December 31, 2016 | ||
Common stock, $0.004 par value, 50,000,000 shares authorized, 16,164,855 and 9,387,928 issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 65 | 38 |
Additional paid-in-capital | 50,159 | 42,205 |
Statutory reserves | ||
Retained earnings | 40,922 | 52,136 |
Accumulated other comprehensive loss | (7,331) | (7,700) |
Total shareholders' equity | 83,815 | 86,679 |
Total liabilities and shareholders' equity | $ 98,453 | $ 100,272 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Net of provision for doubtful accounts | $ 196 | $ 196 |
Allowance for Notes, Loans and Financing Receivable, Current | $ 0 | $ 0 |
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 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,164,855 | 9,387,928 |
Common stock, shares outstanding | 16,164,855 | 9,387,928 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | $ 51 | $ 5,069 | $ 1,921 |
COST OF GOODS SOLD | 1,343 | 4,867 | 1,826 |
GROSS (LOSS) PROFIT | (1,292) | 202 | 95 |
OPERATING EXPENSES: | |||
Selling expenses | 257 | 55 | 131 |
General and administrative expenses | 3,312 | 4,115 | 1,498 |
Impairment loss of goodwill | 7,005 | ||
Total operating expenses | 10,574 | 4,170 | 1,629 |
LOSS FROM OPERATIONS | (11,866) | (3,968) | (1,534) |
OTHER INCOME (EXPENSES): | |||
Interest income | 134 | 121 | 220 |
Interest expense | (13) | (15) | (57) |
Other income (expense), net | 2 | (8) | |
Loss on change in fair value of convertible notes | (1,500) | (1,041) | |
Loss on change in fair value of warrant derivative liability | (150) | 2 | |
Total other income (expenses), net | (27) | (1,394) | (884) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (11,893) | (5,362) | (2,418) |
INCOME TAX BENEFIT | 679 | 315 | |
NET LOSS | (11,214) | (5,047) | (2,418) |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Foreign currency translation adjustment | 369 | (2,431) | (5,258) |
COMPREHENSIVE LOSS | $ (10,845) | $ (7,478) | $ (7,676) |
LOSS PER SHARE: | |||
Basic | $ (0.99) | $ (0.68) | $ (0.55) |
Diluted | $ (0.99) | $ (0.68) | $ (0.55) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | |||
Basic | 11,341,629 | 7,422,208 | 4,400,298 |
Diluted | 11,341,629 | 7,422,208 | 4,400,298 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Paid-in Capital [Member] | Retained Earnings Statutory Reserves [Member] | Retained Earnings Unrestricted [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
BALANCE at Dec. 31, 2014 | $ 85,197 | $ 18 | $ 25,589 | $ 59,601 | $ (11) | |
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, shares | 51,511 | |||||
Net loss | (2,418) | (2,418) | ||||
Foreign currency translation adjustment | (5,258) | (5,258) | ||||
BALANCE at Dec. 31, 2015 | 77,836 | $ 18 | 25,904 | 57,183 | (5,269) | |
BALANCE, shares at Dec. 31, 2015 | 4,522,726 | |||||
Shares issued for equity compensation plan | 1,566 | $ 2 | 1,564 | |||
Shares issued for equity compensation plan, shares | 459,250 | |||||
Shares to be issued on conversion of convertible notes | 3,674 | $ 6 | 3,668 | |||
Shares to be issued on conversion of convertible notes, shares | 1,343,425 | |||||
Shares issued on acquisition of subsidiaries | 4,080 | $ 5 | 4,075 | |||
Shares issued on acquisition of subsidiaries, shares | 1,162,305 | |||||
Shares issued on private placement financing | 7,001 | $ 7 | 6,994 | |||
Shares issued on private placement financing, shares | 1,900,000 | |||||
Rounding difference on reverse stock split | ||||||
Rounding difference on reverse stock split, shares | 222 | |||||
Net loss | (5,047) | (5,047) | ||||
Foreign currency translation adjustment | (2,431) | (2,431) | ||||
BALANCE at Dec. 31, 2016 | 86,679 | $ 38 | 42,205 | 52,136 | (7,700) | |
BALANCE, shares at Dec. 31, 2016 | 9,387,928 | |||||
Shares issued for equity compensation plan | 741 | $ 1 | 740 | |||
Shares issued for equity compensation plan, shares | 190,000 | |||||
Shares issued on acquisition of subsidiaries | 4,679 | $ 15 | 4,664 | |||
Shares issued on acquisition of subsidiaries, shares | 3,720,283 | |||||
Shares issued on private placement financing | 2,561 | $ 11 | 2,550 | |||
Shares issued on private placement financing, shares | 2,866,644 | |||||
Net loss | (11,214) | (11,214) | ||||
Foreign currency translation adjustment | 369 | 369 | ||||
BALANCE at Dec. 31, 2017 | $ 83,815 | $ 65 | $ 50,159 | $ 40,922 | $ (7,331) | |
BALANCE, shares at Dec. 31, 2017 | 16,164,855 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (11,214) | $ (5,047) | $ (2,418) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization | 2,716 | 1,264 | 3 |
Property, plant and equipment write-off | 3 | ||
Inventory write-off | 1 | ||
Transaction cost from issue of convertible notes | 44 | 106 | |
Deferred income taxes | (679) | (315) | |
Bad debt provision | 195 | 1 | |
Share-based compensation expenses | 741 | 1,566 | 239 |
Impairment loss of goodwill | 7,005 | ||
Loss on change in fair value of convertible notes | 1,500 | 1,041 | |
Loss on change in fair value of warrant derivative liability | 150 | (2) | |
Change in operating assets | |||
Accounts receivable, trade | 119 | (96) | 676 |
Other receivables and prepayments | (187) | (202) | (67) |
Inventories | 25 | (27) | |
Prepaid income tax | 17 | ||
Advances to suppliers | (226) | 123 | (99) |
Other current assets | 53 | ||
Change in operating liabilities | |||
Accounts payables, trade | (1) | 186 | (556) |
Other payables and accrued liabilities | (97) | 90 | 22 |
Customer deposits | 109 | (412) | 245 |
Taxes payable | (6,413) | ||
Net cash used in operating activities | (7,977) | (1,079) | (762) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Advances to an unrelated third party | (6,743) | ||
Repayment from an unrelated party | 6,457 | ||
Proceeds from acquisition of a subsidiary | 943 | 1 | |
Proceeds from disposal of subsidiaries | 89,766 | ||
Refund of deposit paid for acquisition of a subsidiary | 33,280 | ||
Deposits paid for acquisition of subsidiaries | (33,288) | (89,302) | |
Net cash provided by (used in) investing activities | 7,400 | (6,750) | 464 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from other loan from unrelated party, unsecured | 2,172 | ||
Placement of pledged bank deposits | (515) | ||
Proceeds from loan from a shareholder | 88 | 405 | |
Payments on loan from a shareholder | (88) | (505) | |
Proceeds from convertible notes | 298 | 696 | |
Proceeds from shares issuance | 3,091 | 7,001 | |
Advances from unrelated parties | 283 | 221 | |
Repayment to an unrelated party | (221) | ||
Net cash provided by financing activities | 4,810 | 7,520 | 596 |
EFFECT OF EXCHANGE RATE ON CASH | (7) | (45) | |
INCREASE (DECREASE) IN CASH | 4,233 | (316) | 253 |
CASH, beginning of year | 29 | 345 | 92 |
CASH, end of year | 4,262 | 29 | 345 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for interest | 6 | ||
Cash paid for income taxes | 6,413 | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Receivable from convertible note holders under promissory notes | 359 | ||
Common stock issued and to be issued on conversion of convertible notes | 3,674 | 76 | |
Common stock issued for acquisition of subsidiaries | $ 4,679 | $ 4,080 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2017 | |
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 3,575,000 100 5,299,126 4,023,689 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 May 2014, the Company relocated its corporate headquarters from Beijing, China to Hong Kong, China. On December 24, 2014, the Company entered into a Sale and Purchase Agreement 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 On December 28, 2015, SGOCO International entered into a Share Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (the “Agreement”) with Richly Conqueror Limited, a company incorporated under the laws of the British Virgin Islands (the “Vendor”). Pursuant to the Agreement, SGOCO International acquired 100% of the issued share capital of Boca International Limited. (“Boca”), a private company incorporated in Hong Kong, from its sole legal and beneficial owner - Richly Conqueror Limited at a consideration of $52 million in cash, plus up to 19.9% or 3.4 million newly issued ordinary shares (the “Shares”) of the Company 52 1,162,305 post-split shares 100 Boca designs, develops and manufactures Phase Change Material (PCM-TES) storage system and applies them on cooling and heating system. Boca's PCM-TES storage system (the "System") applies real-time electricity demand peak management which shifts on-peak chiller plant load to off-peak and increases chiller efficiency by optimization controls at any time. The System could reduce electricity consumption by approximately 50% during all running time and decrease 2/3 of central air conditioning running cost due to lower tariff rate during off-peak and higher efficiency at all time. The System can be used in all existing and new buildings and is environmentally friendly with a life of more than ten years. The System fully supports energy saving to help control the greenhouse effect and achieve maximum economic benefit for customers. The Company has effected a 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 0.004 On August 10, 2016, the shareholders of the Company approved an increase of the authorized ordinary shares of the Company from 12,500,000 50,000,000 On April 28, 2017, SGOGO International (HK) Limited (“SGOCO International”), a wholly-owned subsidiary of SGOCO, entered into a Share Sale and Purchase Agreement with Full Linkage Limited (the “Seller”) pursuant to which SGOCO International acquired all the issued and outstanding capital stock of Century Skyway Limited (“CSL”), a company incorporated in Hong Kong at a consideration of $ 32,600,000 1,500,000 On December 15, 2017, SGOCO formed Giant Connection Limited, a limited liability company registered in the Republic of Seychelles. On December 22, 2017, Giant Connection Limited, a wholly-owned subsidiary of SGOCO, completed the acquisition of Giant Credit Limited contemplated by the Share Exchange Agreement entered into by and between the parties in consideration for HK$ 19.6 2.4 2,220,283 |
Accounting policies
Accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting policies | Note 2 - Accounting policies 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. 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 BOCA Hong Kong 100 Century Skyway Limited (“CSL”) Hong Kong 100 Shen Zhen Provizon Technology Co., Limited Shenzhen, China 100 Giant Connection Limited Republic of Seychelles 100 Giant Credit Limited (“GCL”) Hong Kong 100 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, the fair value and accounting treatment of certain financial instruments, the valuation and recognition of share-based compensation arrangements, fair value of assets and liabilities acquired in business combination, useful life of intangible assets and assessment of impairment of long-lived assets, intangible assets and goodwill. 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. The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805 "Business Combinations." The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive income. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive income. When there is a change in ownership interests that result in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. 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: Leasehold land and buildings Over the lease terms Machinery and equipment 5 10 Vehicles and office equipment 5 Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability" criterion. Purchased intangible assets and intangible assets arising from the acquisitions of subsidiaries are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows: Proprietary technology of BOCA 20 Virtual reality technologies 10 Backlog 1 Separately identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Company's acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit. For warrants that are not indexed to the Company’s stock, the Company records the fair value of the issued warrants as a liability at each balance sheet date and records changes in the estimated fair value as a non-cash gain or loss in the consolidated statement of operations and comprehensive income. The warrant liability is recognized in the balance sheet at the fair value (level 3). The fair value of these warrants has been determined using the Monte-Carlo simulation model. The Monte-Carlo simulation model provides for assumptions regarding volatility, call and put features and risk-free interest rates within the total period to maturity. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets other than goodwill was recognized for the periods presented. The Company annually, or more frequently if the Company believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. Goodwill arises from Company’s three reporting units: the green energy products and services, the Virtual Reality technologies products and services, and the money lending services. The Company performs its annual impairment tests on December 31 of each year. 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, 2017, and 2016, there was $ 196 196 Loans receivable primarily represent loan amounts due from customers. Loans receivable are recorded at unpaid principal balances net of provision that reflects the Company’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans. The provision for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). Recoveries represent subsequent collection of amounts previously charged-off. The increase in provision for loan losses is the netting effect of “reversal” and “provision” for both business and personal loans. If the ending balance of the provision for loan losses after any charge offs (net of recoveries) is less than the beginning balance, it will be recorded as a “reversal”; if it is larger, it will be recorded as a “provision” in the provision for loan loss. The netting amount of the “reversal” and the “provision” is presented in the statements of income and comprehensive income. The provision consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts when due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”). The Company recognizes a charge-off when management determines that full repayment of a loan is not probable. The primary factor in making that determination is the potential outcome of a lawsuit against the delinquent debtor. The Company will recognize a charge-off when the Company loses contact with the delinquent borrower for more than one year or when the court rules against the Company to seize the collateral asset of the delinquent debt from either the guarantor or borrower. In addition, when the recoverability of the delinquent debt is highly unlikely, the senior management team will go through a stringent procedure to approve a charge-off. Management estimates the provision balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the provision may be made for specific loans, but the entire provision is available for any loan that, in management’s judgment, should be charged-off. The provision for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date. The provision is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual loans and actual loss, delinquency, and/or risk rating record within the portfolio. The Company evaluates its provision for loan losses on a quarterly basis or more often as necessary. Interest and fee receivable are accrued and credited to income as earned but not received. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual interest or principal payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan interest or principal becomes past due by more than 90 days. Additionally, any previously accrued but uncollected interest is reversed. Subsequent recognition of income occurs only to the extent payment is received, subject to management’s assessment of the collectability of the remaining interest and principal. Loans are generally restored to an accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt and past due interest is recognized at that time. 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. Carrying Value at Fair Value Measurement at Level 1 Level 2 Level 3 Warrant derivative liability $ 680 $ - $ - $ 680 Balance at January 1, 2016 $ 2,169 Interest expenses on convertible notes 5 Conversion of convertible notes (3,674) Change in fair value of convertible notes 1,500 Balance at December 31, 2016 - Issuance of warrants on April 5, 2017 530 Change in fair value of warrant derivative liability 150 Balance at December 31, 2017 680 Warrants December 31, 2017 April 5, 2017 Market price per share (USD/share) $ 1.06 $ 2.75 Exercise price (USD/share) 1.00 2.75 Risk free rate 2.00 % 1.83 % Dividend yield - % - % Expected term/Contractual life (years) 3.26 4.00 Expected volatility 110.46 % 106.46 % 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. The Company’s revenue recognition policies are consistent with the accounting standards. Sales revenue is recognized at the date of shipment to customers. The Company recognizes revenue from the sale of products and services when all the following criteria ae met: persuasive evidence for an arrangement exists, the price is fixed or determinable, the delivery is completed or services have been provided, 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 nil, nil and $ 27 Loan Interest Interest on loans is comprised of interest on personal loans and is recognized based on the amount of loans outstanding and their contractual interest rate. Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable, which is included in other assets, in the consolidated statements of financial condition. Interest income from loans individually evaluated for impairment, including loans accounted for as troubled debt restructurings, is accounted for in the same manner as other accruing loans. 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, 2017, 2016 and 2015, the Company has not incurred any 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. 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. 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 currencies of its Hong Kong subsidiaries SGOCO International and CSL are the U.S. Dollar, Boca and GCL are the Hong Kong 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 using RMB 6.53 6.94 1.00 6.76 6.64 6.23 1.00 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which 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. In August 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. 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 within that reporting period. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In May 1416, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. In the fourth quarter of 2017, we completed the evaluation of our adoption of ASU 2014-09 (including those subsequently issued updates that clarify ASU 2014-09’s provisions) and finalized our determination of the impact of the guidance on revenue recognition. We do not expect the new revenue standard to have a material impact on our 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. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017, on a retrospective transition method to each period presented. Early adoption is permitted. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In January 2017 |
Pledged bank deposits
Pledged bank deposits | 12 Months Ended |
Dec. 31, 2017 | |
Pledged Bank Deposits [Abstract] | |
Pledged Bank Deposits | Note 3 Pledged bank deposits These are bank deposits placed at a specified bank account to secure the Company’s letters of credit and will be released upon maturity of the relevant letters of credit. |
Accounts receivable, trade
Accounts receivable, trade | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts receivable, trade | Note 4 Accounts receivable, trade December 31, 2017 2016 Accounts receivable $ 196 $ 315 Allowance for doubtful accounts (196) (196) $ - $ 119 2017 2016 Balance at the beginning of the period $ 196 $ 1 Addition - 195 Balance at the end of the period $ 196 $ 196 All of the Company’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. |
Loans receivable, net
Loans receivable, net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Financing Receivables | Note 5- Loans receivable, net The interest rates on loans issued ranged between 12 16 December 31, 2017 2016 Personal loans $ 670 $ - Provision for loan losses - - Loans receivable, net $ 670 $ - The Company originates loans to customers located primarily in Hong Kong. As of December 31, 2017, the Company had 3 personal loan customers. All loans are secured by collateral. Provision for loan losses is estimated on a quarterly basis based on an assessment of specific evidence indicating doubtful collection, historical experience, loan balance aging and prevailing economic conditions. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for corporate and personal loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. For the years ended December 31, 2017, no provision was charged to the statement of income, and no write-off against provisions was made. December 31, 2017 1-89 days past due $ 2 90-179 days past due - 180-365 days past due 96 Over 1 year past due - Total past due $ 98 Current 572 Total loans $ 670 |
Provision for loan losses
Provision for loan losses | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Allowance for Credit Losses | Note 6- Provision for loan losses The provision for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the provision. The provision is based on the Company’s past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. The provision is calculated at portfolio-level since the loans portfolio is generally comprised of smaller balance homogenous loans and is collectively evaluated for impairment. In estimating the probable loss of the loan portfolio, the Company also considers qualitative factors such as current economic conditions and/or events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons, and other pertinent factors such as regulatory guidance. Finally, as appropriate, the Company also considers individual borrower circumstances and the condition and fair value of the loan collateral, if any. Generally, the primary factors for the evaluation of provision for loan losses consist of business performance, financial position, cash flow and other operational performance of the debtors. Among these, cash flow of the debtors is the primary funding source for repayment for determining the provision for loan losses and any collateral, pledged asset or guarantee is considered as a secondary funding source for repayment. The Company uses the best information available to make loan loss provision evaluations, adjustments to the provision may be necessary based on changes in economic and other conditions or changes in accounting guidance. No impairment for loan losses was recognized for the year ended December 31, 2017. |
Other receivables and prepaymen
Other receivables and prepayments | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other receivables and prepayments | Note 7- Other receivables and prepayments December 31, 2017 2016 Advance to an unrelated third party $ - $ 6,457 Other receivables 26 - Other prepayments 2 2 Other receivables and prepayments $ 28 $ 6,459 Advance to an unrelated third party was interest bearing at 6 |
Advances to suppliers
Advances to suppliers | 12 Months Ended |
Dec. 31, 2017 | |
Advances to suppliers [Abstract] | |
Advances to suppliers | Note 8 - Advances to suppliers December 31, 2017 2016 Advances to suppliers $ 226 $ - $ 226 $ - |
Acquisition of subsidiary and d
Acquisition of subsidiary and deposits paid for acquisition of subsidiaries | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of subsidiary and deposits paid for acquisition of subsidiaries | Note 9 - Acquisition of subsidiary and 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 19.9 52 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 3.51 After the completion of the acquisition, Boca became a wholly owned subsidiary of the Company. The Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, March 31, 2016. Net liabilities acquired (including cash of $1 and other loan of $332 (Note 16)) $ (337) Amortizable intangible assets (i) Backlog contract (Note 11) 372 Proprietary technology (Note 11) 26,179 Goodwill 36,504 Deferred tax liabilities (6,638) Total $ 56,080 Total purchase price comprised of: cash consideration (paid in fiscal 2015 in the form of refundable deposit) $ 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 $ 36,504 BOCA has not generated any material revenues for the year ended December 31, 2017 as the Company is still negotiating with its customers about the project execution plan and timetable. The Company is expecting BOCA to generate more revenues when it starts to execute its performance obligations under the contracts with its customers in the second or third quarter of 2018. (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 34 On November 20, 2016, the Company sent an official notice to the Seller to terminate the due diligence process and requested full refund of the deposit paid to the Seller. On November 30, 2016, the Company received full deposit back from the Seller. Sola Green invests and develops energy-saving glass coating. (c) Acquisition of Century Skyway On December 27, 2016, the Company signed a memorandum of understanding (“MOU”) to acquire all of the issued share capital of Century Skyway Limited (“CSL”), a company incorporated in Hong Kong, for a purchase price of $ 35 32 CSL is principally engaged in Virtual Reality (“VR’) device and technologies research and development. Its development center and main researchers are in Shenzhen China. CSL’s R&D team has extensive experience and expertise in the VR industry. The R&D team cooperated with Razer to develop Open-Source Virtual Reality ("OSVR") product aimed on VR-Gaming. The OSVR product attended the 2017 US CES exhibition in Las Vegas in January, 2017. CSL develops VR technology and applies them on VR device. CSL’s VR technology applies on VR Head-mounted display ("HMD") which can reduce the number of cables needed for a VR signal/data link between HMD and the source unit. It also uses ultrasound to calibrate VR devices’ attitude without user’s intervention. The Company and Full Linkage Limited entered into a Share Sale and Purchase Agreement on April 28, 2017, pursuant to which SGOCO International agreed to pay $ 32.6 1.5 After the completion of the acquisition, CSL became a wholly owned subsidiary of the Company. The Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, May 10, 2017. Net liabilities acquired (including cash of $1 and accrued liabilities of $68 (Note 16)) $ (67) Amortizable intangible assets Technologies (Note 11) 19,682 Goodwill 20,230 Deferred tax liabilities (4,920) Total $ 34,925 Total purchase price comprised of: cash consideration (paid in fiscal 2016 in the form of refundable deposit) $ 32,600 share-based consideration 2,325 Total $ 34,925 The transaction resulted in a purchase price allocation of $ 20,230 On June 5, 2017, CSL incorporated a wholly foreign owned subsidiary, Shen Zhen Provizon Technology Co., Limited, for the development of VR technology and application of these technologies on VR device in China. CSL and Shen Zhen Provizon Technology Co., Limited have not generated revenues for the year ended December 31, 2017. The Company took more time to commercialize the VR products than expected. The Company is expecting CSL and Shen Zhen Provizon Technology Co., Limited to generate revenues when it launches its VR products in the second or third quarter of 2018. (d) Acquisition of Giant Connection Limited On December 22, 2017, Giant Connection Limited, a wholly-owned subsidiary of SGOCO, completed the acquisition of Giant Credit Limited (“GCL”) contemplated by the Share Exchange Agreement entered into by Kimmy Lai Ching Luk (as vendor) and the Company in consideration for HK$ 19.6 2.4 2,220,283 1.06 GCL is a Hong Kong incorporated company which has a Money Lenders License for carrying on money lending business in Hong Kong. It has been providing mortgage loans to its customers since 2016. After the completion of the acquisition, GCL became a wholly owned subsidiary of the Company. The Company completed the valuations necessary to assess the fair values of the tangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, December 22, 2017. Net assets acquired (including cash of $943, loan receivables of $670 (Note 5) interest receivables of $6, property, plant and equipment of $508 (Note 10) and income tax payable of $14(Note 19)) $ 2,113 Goodwill 248 Deferred tax liabilities (7) Total $ 2,354 Total purchase price comprised of: share-based consideration $ 2,354 Total $ 2,354 The transaction resulted in a purchase price allocation of $ 248 |
Plant and equipment, net
Plant and equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |
Plant and equipment, net | Note 10 Plant and equipment, net December 31, 2017 2016 Leasehold land and buildings (Note 9) $ 499 $ Machinery and equipment 2 1 Vehicles and office equipment 23 15 Total 524 16 Less: accumulated depreciation (13) (11) Plant and equipment, net $ 511 $ 5 The Company’s leasehold land and buildings are held in Hong Kong under a long lease, and are pledged against the banking facilities of a company whereby Kimmy Lai Ching Luk is a majority shareholder and a director of the company. Depreciation expense for the years ended December 31, 2017, 2016 and 2015 amounted to $ 2 3 3 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 11 Intangible assets, net December 31, 2017 2016 Backlog contract (Note 9) $ 372 $ 372 Proprietary technology (Note 9) 26,179 26,179 Virtual reality technologies (Note 9) 19,682 - Accumulated amortization (3,975) (1,261) Intangible assets, net $ 42,258 $ 25,290 Amortization expenses of intangible assets were $ 2,714 1,261 During the course of the Company’s strategic review of its operations, the Company assessed the recoverability of the carrying value of the Company’s intangible assets. The impairment charge, if any, represented the excess of carrying amounts of the Company’s intangible assets over their fair value, using the expected future discounted cash flows. The Company believes that there was no impairment of its intangible assets for the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017, For the years ending December 31, 2023 and 2018 2019 2020 2021 2022 thereafter $ $ $ $ $ $ Amortization expenses 3,277 3,277 3,277 3,277 3,277 25,872 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 12 - Goodwill Balance as of January 1, 2016 $ - Acquisition of Boca 36,504 Balance as of December 31, 2016 $ 36,504 Acquisition of CSL 20,230 Acquisition of GCL 248 Impairment of goodwill in relation to Boca (5,618) Impairment of goodwill in relation to CSL (1,387) Balance as of December 31, 2017 $ 49,977 The Company performed goodwill impairment test at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change indicating the asset might be impaired. As of December 31, 2017, the Company performed testing on reporting units comprise of the green energy products and services, the Virtual Reality (“VR”) technologies products and services, and the money lending services. The Company first assessed qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For those reporting units where it is determined that it is more likely than not that their fair values are less than the units’ carrying amounts, the Company will perform the first step of a two-step quantitative goodwill impairment test. After performing the assessment, if the carrying amounts of the reporting units are higher than their fair values, the Company will perform the second step of the two-step quantitative goodwill impairment test. In 2017, the Company performed qualitative assessments for all reporting units. Based on the requirements of ASC 350-20-35-3C through ASC 350-20-35-3G, the Company evaluated all relevant factors, weighed all factors in their totality. As the financial performance of the green energy products and services reporting unit and the VR technologies products and services reporting unit were below original expectations, fair value of these reporting units were indicated to be lower than its carrying value. For these reporting units, where it was determined that it was more likely than not that its fair value was less than the units’ carrying amount after performing the qualitative assessment, as a result, the Company performed the two-step quantitative goodwill impairment test for these two reporting units. For the two-step goodwill impairment test, the Company estimated the fair value with either income approach or asset approach for specific reporting unit components. With the income approach, the Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on the best estimate of future net sales and operating expenses, based primarily on expected expansion, pricing, market share, and general economic conditions. Certain estimates of discounted cash flows involve businesses with limited financial history and developing revenue models. Changes in these forecasts could significantly change the amount of impairment recorded, if any. Asset based approach is used in evaluating the fair value of some specific components which is deemed as the most prudent approach due to the unpredictability of future cash flows. The result of step one impairment test for the green energy products and services reporting unit failed, with its determined fair value lower than the book value. The Company performed step two impairment test, applying the income approach, resulting an impairment loss of goodwill of $ 5.62 The result of step one impairment test for the VR technologies products and services reporting unit failed, with its determined fair value lower than the book value. The result of step two impairment test, applying the income approach, resulting an impairment loss of $ 1.39 The Company completed the acquisition of the money lending reporting unit on December 22, 2017. The Company believes that there was no impairment of the money lending reporting unit for the year ended December 31, 2017. |
Employee pension
Employee pension | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee pension | Note 13 - 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 $ 15 9 6 |
Warrant derivative liability
Warrant derivative liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant derivative liability | Note 14 - Warrant derivative liability Investor Warrants On April 5, 2017, the Company entered into a Securities Purchase Agreement with certain unrelated investors to sell an aggregate of 434,783 326,087 2.75 75 On November 15, 2017, the Company consummated a private placement of the Company’s ordinary stock pursuant to a series of Stock Purchase Agreements, dated November 13, 2017. Under the Stock Purchase Agreements, the Company sold shares at a price of $ 0.80 1.00 896,739 As of December 31, 2017, 896,739 615 136 Placement Agent Warrants In connected with the offering of the Company’s shares on April 5, 2017 (see above), the Company issued 34,783 8 On November 15, 2017, as a result of the private placement of the Company’s ordinary stock pursuant to a series of Stock Purchase Agreements, and pursuant to Section 3(b) of the Warrants, the Company has determined that the Placement Agent Warrants exercise price per share of ordinary stock shall be hereby adjusted to $ 1.00 95,653 As of December 31, 2017, 95,653 65 14 The Investor Warrants and Placement Agent Warrants are exercisable for a period of four years commencing from April 5, 2017. Number of Average Weighted Outstanding at January 1, 2017 - $ - - Exercisable at January 1, 2017 - - - Granted* 992,392 1.00 4.00 Exercised /surrendered - - - Expired - - - Outstanding at December 31, 2017 992,392 $ 1.00 3.26 Exercisable at December 31, 2017 992,392 $ 1.00 3.26 * After a price reset adjustment on November 15, 2017, Investor Warrants to purchase an initial 434,783 896,739 34,783 95,653 |
Convertible notes
Convertible notes | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Notes [Abstract] | |
Convertible notes | Note 15 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 Investor Principal Issue date Maturity date Interest rate Conversion 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, issuance costs of $ 44 106 Fair value of the Notes of $ 2,169 During 2015, the note holders converted the Notes with a total principal amount of $ 35 51,511 During December 31, 2016, the note holders have fully converted the remaining Notes with a total principal amount of $ 1,114 1,343,425 |
Other payables and accrued liab
Other payables and accrued liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Other payables and accrued liabilities | Note 16 - Other payables and accrued liabilities December 31, Note 2017 2016 Accrued professional fees $ 112 $ 166 Other loan secured (Note 9) (i) 355 342 Other loan unsecured (ii) 2,172 - Advances from unrelated third parties (iii) 283 221 Accrued staff costs and staff benefits 33 28 Others 68 50 $ 3,023 $ 807 (i) The amount represents a loan of $ 256 5 (Note 9) (ii) The amount represents a loan of $ 2,172 5 (iii) The advances from unrelated third parties are unsecured, interest free and have no fixed terms of repayment. |
Capital transactions
Capital transactions | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Capital transactions | Note 17 - Capital transactions Preferred stock On January 29, 2008, the Company amended its articles of association and authorized 1,000,000 Issuance of capital stock 2017 On March 20, 2017, the Company entered into a Securities Purchase Agreement with an unrelated investor to sell an aggregate of 117,361 2.04 239 117,361 2.85 On April 5, 2017, the Company entered into a Securities Purchase Agreement with certain unrelated investors to sell an aggregate of 434,783 326,087 2.75 2.30 75 1,000 2.70 On November 13, 201 7, the Company, entered into a Stock Purchase Agreement with two unrelated investors pursuant to sell an aggregate of 2,314,500 0.004 0.80 1,852 1.20 Share-based compensation On January 5, 2017, a total of 190,000 3.90 2016 Certain investors have agreed to purchase 1,900,000 7 350 6,650 3.30 Share-based compensation On December 8, 2016, a total of 320,000 3.43 On March 29, 2016, a total of 31,250 3.38 On March 15, 2016, a total of 48,000 3.35 On February 29, 2016, a total of 60,000 3.37 |
Statutory reserves
Statutory reserves | 12 Months Ended |
Dec. 31, 2017 | |
Statutory Reserves [Abstract] | |
Statutory reserves | Note 18 - 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. The Company did not make appropriations to the statutory reserves for the years ended December 31, 2017, 2016 and 2015. No appropriations were made to surplus reserve fund. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 19 - Income taxes 2017 2016 2015 Deferred income tax benefit $ 679 $ 315 $ - 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 that is subject to U.S. corporate income tax on its taxable income at a rate of up to 21 35 No provision for income taxes in the United States has been made as SGO had no taxable income for the years ended December 31, 2017 2016 and 2015. The Company mainly conducts its operating business through its subsidiaries in China, including Hong Kong. SGOCO International, Boca, CSL and GCL are incorporated in Hong Kong and are 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 The subsidiaries incorporated in mainland China 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 mainland China are subject to 25 The Income Tax Laws also impose a 10 Year ended December 31, 2017 2016 2015 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 (5.9) (3.6) (2.5) Provisional re-measurement of deferred taxes (0.7) - - Valuation allowance (10.8) (12.7) (7.7) Other (a) (1.9) (14.6) (14.8) Effective income taxes 5.7 % 5.9 % 0 % Notes: (a) There were no other material items affecting the effective income tax for the years ended December 31, 2017, 2016 and 2015 except for (i) losses incurred by SGOCO of approximately $ 0.9 3.1 1.4 December 31, 2017 December 31, 2016 Deferred income tax assets: Net operating loss carry-forward $ 3,512 $ 1,307 Less: Valuation allowance (3,512) (1,307) $ - $ - Non-current Deferred tax liability Proprietary technology of BOCA $ 5,972 $ 6,299 Backlog - 24 Virtual reality technologies 4,593 - Leasehold land and buildings 7 - $ 10,572 $ 6,323 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 entities 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, 2017, and 2016, the Company had $ 2,277 2,304 11,458 3,176 As of December 31, 2017, and 2016, the Company’s U.S. entity, SGO, had net tax loss carry-forwards of $ 609 609 |
Related party and shareholder t
Related party and shareholder transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party and shareholder transactions | Note 20 - Related party and shareholder transactions During the years ended December 31, 2017 and 2016, the Company purchased equipment of $7 and $nil from Boca Engineering Limited. Mr. Richard Kam Biu Chan is the sole director of Boca and Boca Engineering Limited. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss per share | Note 21 - Loss per share For the year ended December 31, 2017 2016 2015 Net loss for earnings per share $ (11,214) $ (5,047) $ (2,418) Weighted average shares used in diluted computation - basic and diluted 11,341,629 7,422,208 4,400,298 Loss per share basic and diluted (0.99) (0.68) (0.55) As of December 31, 2017, 2016 and 2015, all the Company’s outstanding warrants and convertible notes were excluded from the diluted loss per share calculation as they were anti-dilutive. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Enterprise-wide geographic reporting | Note 22 Segment information The Company’s segments are business units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Company’s Chief Executive Officer. During fiscal 2015, there was only one segment, ie the sale of LCD/LED products. During 2016, after the acquisition of Boca, there is one additional segment, consisting of the provision of green energy products and services. For the year ended December 31, 2017 LCD/LED products Green energy products and services VR products and services Money lending services Corporate unallocated (note) Consolidated Revenues $ 42 $ 9 $ - $ - $ - $ 51 Gross (loss) profit 16 (1,308) - - - (1,292) Operating expenses (1,052) (6,009) (2,740) - (773) (10,574) Loss from operations (1,036) (7,317) (2,740) - (773) (11,866) Other income (expenses) 136 (13) - - (150) (27) Loss before provision for income taxes (900) (7,330) (2,740) - (923) (11,893) Income tax benefit - 350 329 - - 679 Net loss (900) (6,980) (2,411) - (923) (11,214) As of December 31, 2017 Identifiable long-lived assets 3 23,888 18,370 508 - 42,769 Total assets 2,085 56,696 37,287 2,376 9 98,453 Green energy Corporate LCD/LED products unallocated For the year ended December 31, 2016 products and services (note) Consolidated Revenues $ 5,067 $ 2 $ $ 5,069 Gross profit 200 2 202 Operating expenses 1,281 1,272 1,617 4,170 Loss from operations (1,081) (1,270) (1,617) (3,968) Other income (expenses) 137 (9) (1,522) (1,394) Loss before provision for income taxes (944) (1,279) (3,139) (5,362) Income tax benefit - 315 - 315 Net loss (944) (964) (3,139) (5,047) As of December 31, 2016 Identifiable long-lived assets 5 25,290 - 25,295 Total assets 1,965 61,794 36,513 100,272 Note: The Company does not allocate its assets located and expenses incurred outside Hong Kong and China to its reportable segments because these assets and activities are managed at a corporate level. For the year ended December 31, 2017 2016 2015 Mainland China $ 42 $ 751 $ 1,184 Hong Kong 9 4,318 737 Total $ 51 $ 5,069 $ 1,921 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 23 - 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 Company’s consolidated financial statements as of December 31, 2017 and 2016. For the years ending December 31, 2018 2019 2020 2021 2022 2023 and Total $ $ $ $ $ $ $ Future minimum lease payments under non-cancelable operating lease agreements - - - - - - - Capital contributions (1) - - - - - - - Total - - - - - - - (1) The registered capital of SGOCO Shenzhen is $ 5,000 1,000 4,000 |
Concentration of risks
Concentration of risks | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of risks | Note 24 - Concentration of risks The Company’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 Company’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, loans receivable and advances to suppliers. As of December 31, 2017 and 2016, substantially all of the Company’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 Company’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. Credit risk on loans receivable is controlled by the application of credit approvals, limits and monitoring procedures. To minimize credit risk, the Company requires collateral primarily in the form of rights to property. For individual customers, the Company uses standard approval procedures to manage credit risk for personal loans. Sales revenue from 2 major customers were $ 0.04 85.0 66.7 18.3 Sales revenue from a major customer was $ 4,315 85.1 119 Sales revenue from three major customers was $ 1,244 66.8 39.6 16.2 11.0 228 Three major vendors provided approximately 90.6 A major vendor provided approximately 86.1 Three major vendors provided approximately 83.4 15.6 46 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 25 Subsequent events On February 22, 2018, Giant Connection Limited, a wholly-owned subsidiary of the Company, entered into a Share Sale and Purchase Agreement with Vagas Lane Limited (the “Seller”) pursuant to which Giant Connection Limited acquired all the issued share capital of 11 Hau Fook Street Limited, a company incorporated in Hong Kong on March 25, 2009 with limited liability, at a consideration of HK$ 26.1 3.3 2,935,223 1.16 On April 10, 2018, a total of 180,000 1.08 194 On April 18, 2018, the Company entered into a Securities Purchase Agreement with Mr. So Chun LIN, an unrelated party, pursuant to which the investor purchased a note for $ 5,779,602 2.5 5 1.50 |
Accounting policies (Policies)
Accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. 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 BOCA Hong Kong 100 Century Skyway Limited (“CSL”) Hong Kong 100 Shen Zhen Provizon Technology Co., Limited Shenzhen, China 100 Giant Connection Limited Republic of Seychelles 100 Giant Credit Limited (“GCL”) Hong Kong 100 |
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 management’s estimates and assumptions relate to the collectability of its receivables, the fair value and accounting treatment of certain financial instruments, the valuation and recognition of share-based compensation arrangements, fair value of assets and liabilities acquired in business combination, useful life of intangible assets and assessment of impairment of long-lived assets, intangible assets and goodwill. 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. |
Business Combinations | Business combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805 "Business Combinations." The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive income. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive income. When there is a change in ownership interests that result in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. |
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: Leasehold land and buildings Over the lease terms Machinery and equipment 5 10 Vehicles and office equipment 5 |
Intangible Assets | Intangible assets Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability" criterion. Purchased intangible assets and intangible assets arising from the acquisitions of subsidiaries are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows: Proprietary technology of BOCA 20 Virtual reality technologies 10 Backlog 1 Separately identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Goodwill | Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Company's acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit. |
Warrant liability | Warrant liability For warrants that are not indexed to the Company’s stock, the Company records the fair value of the issued warrants as a liability at each balance sheet date and records changes in the estimated fair value as a non-cash gain or loss in the consolidated statement of operations and comprehensive income. The warrant liability is recognized in the balance sheet at the fair value (level 3). The fair value of these warrants has been determined using the Monte-Carlo simulation model. The Monte-Carlo simulation model provides for assumptions regarding volatility, call and put features and risk-free interest rates within the total period to maturity. |
Impairment of long-lived assets other than goodwill | Impairment of long-lived assets other than goodwill The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets other than goodwill was recognized for the periods presented. |
Impairment of goodwill | Impairment of goodwill The Company annually, or more frequently if the Company believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. Goodwill arises from Company’s three reporting units: the green energy products and services, the Virtual Reality technologies products and services, and the money lending services. The Company performs its annual impairment tests on December 31 of each year. |
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, 2017, and 2016, there was $ 196 196 |
Loans receivables, net | Loans receivables, net Loans receivable primarily represent loan amounts due from customers. Loans receivable are recorded at unpaid principal balances net of provision that reflects the Company’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans. |
Provision for loan losses | Provision for loan losses The provision for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). Recoveries represent subsequent collection of amounts previously charged-off. The increase in provision for loan losses is the netting effect of “reversal” and “provision” for both business and personal loans. If the ending balance of the provision for loan losses after any charge offs (net of recoveries) is less than the beginning balance, it will be recorded as a “reversal”; if it is larger, it will be recorded as a “provision” in the provision for loan loss. The netting amount of the “reversal” and the “provision” is presented in the statements of income and comprehensive income. The provision consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts when due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”). The Company recognizes a charge-off when management determines that full repayment of a loan is not probable. The primary factor in making that determination is the potential outcome of a lawsuit against the delinquent debtor. The Company will recognize a charge-off when the Company loses contact with the delinquent borrower for more than one year or when the court rules against the Company to seize the collateral asset of the delinquent debt from either the guarantor or borrower. In addition, when the recoverability of the delinquent debt is highly unlikely, the senior management team will go through a stringent procedure to approve a charge-off. Management estimates the provision balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the provision may be made for specific loans, but the entire provision is available for any loan that, in management’s judgment, should be charged-off. The provision for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date. The provision is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual loans and actual loss, delinquency, and/or risk rating record within the portfolio. The Company evaluates its provision for loan losses on a quarterly basis or more often as necessary. |
Interest receivable | Interest receivable Interest and fee receivable are accrued and credited to income as earned but not received. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual interest or principal payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan interest or principal becomes past due by more than 90 days. Additionally, any previously accrued but uncollected interest is reversed. Subsequent recognition of income occurs only to the extent payment is received, subject to management’s assessment of the collectability of the remaining interest and principal. Loans are generally restored to an accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt and past due interest is recognized at that time. |
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. Carrying Value at Fair Value Measurement at Level 1 Level 2 Level 3 Warrant derivative liability $ 680 $ - $ - $ 680 Balance at January 1, 2016 $ 2,169 Interest expenses on convertible notes 5 Conversion of convertible notes (3,674) Change in fair value of convertible notes 1,500 Balance at December 31, 2016 - Issuance of warrants on April 5, 2017 530 Change in fair value of warrant derivative liability 150 Balance at December 31, 2017 680 Warrants December 31, 2017 April 5, 2017 Market price per share (USD/share) $ 1.06 $ 2.75 Exercise price (USD/share) 1.00 2.75 Risk free rate 2.00 % 1.83 % Dividend yield - % - % Expected term/Contractual life (years) 3.26 4.00 Expected volatility 110.46 % 106.46 % |
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 Company’s revenue recognition policies are consistent with the accounting standards. Sales revenue is recognized at the date of shipment to customers. The Company recognizes revenue from the sale of products and services when all the following criteria ae met: persuasive evidence for an arrangement exists, the price is fixed or determinable, the delivery is completed or services have been provided, 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 nil, nil and $ 27 Loan Interest Interest on loans is comprised of interest on personal loans and is recognized based on the amount of loans outstanding and their contractual interest rate. Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable, which is included in other assets, in the consolidated statements of financial condition. Interest income from loans individually evaluated for impairment, including loans accounted for as troubled debt restructurings, is accounted for in the same manner as other accruing loans. |
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, 2017, 2016 and 2015, the Company has not incurred any 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. |
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 currencies of its Hong Kong subsidiaries SGOCO International and CSL are the U.S. Dollar, Boca and GCL are the Hong Kong 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 using RMB 6.53 6.94 1.00 6.76 6.64 6.23 1.00 |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which 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. In August 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. 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 within that reporting period. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In May 1416, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. In the fourth quarter of 2017, we completed the evaluation of our adoption of ASU 2014-09 (including those subsequently issued updates that clarify ASU 2014-09’s provisions) and finalized our determination of the impact of the guidance on revenue recognition. We do not expect the new revenue standard to have a material impact on our 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. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017, on a retrospective transition method to each period presented. Early adoption is permitted. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company currently intends to adopt this guidance for the fiscal year beginning January 1, 2020, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently have any recorded goodwill. In February 2017, the FASB issued ASU No. 2017-05, Other Income Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments in this update are effective at the same time as the amendments in ASU 2014-09. The Company does not expect the new revenue standard to have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company adopted this guidance for the reporting period beginning January 1, 2018, which did not have a material impact on its financial statements or 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. |
Accounting policies (Tables)
Accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of consolidated subsidiaries | The following entities were consolidated as of December 31, 2017: 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 BOCA Hong Kong 100 Century Skyway Limited (“CSL”) Hong Kong 100 Shen Zhen Provizon Technology Co., Limited Shenzhen, China 100 Giant Connection Limited Republic of Seychelles 100 Giant Credit Limited (“GCL”) Hong Kong 100 |
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 Fair Value Measurement at Level 1 Level 2 Level 3 Warrant derivative liability $ 680 $ - $ - $ 680 |
Schedule of changes in financial liabilities | A summary of changes in financial liabilities for the years ended December 31, 2017 and 2016 was as follows: Balance at January 1, 2016 $ 2,169 Interest expenses on convertible notes 5 Conversion of convertible notes (3,674) Change in fair value of convertible notes 1,500 Balance at December 31, 2016 - Issuance of warrants on April 5, 2017 530 Change in fair value of warrant derivative liability 150 Balance at December 31, 2017 680 |
Schedule of Assumptions Used to Value Convertible Notes | The fair value of the outstanding warrants was calculated using the Monte-Carlo simulation Model with the following assumptions at inception and on subsequent valuation date: Warrants December 31, 2017 April 5, 2017 Market price per share (USD/share) $ 1.06 $ 2.75 Exercise price (USD/share) 1.00 2.75 Risk free rate 2.00 % 1.83 % Dividend yield - % - % Expected term/Contractual life (years) 3.26 4.00 Expected volatility 110.46 % 106.46 % |
Accounts receivable, trade (Tab
Accounts receivable, trade (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts receivable, trade | Accounts receivable as of December 31, 2017 and 2016 consisted of the following: December 31, 2017 2016 Accounts receivable $ 196 $ 315 Allowance for doubtful accounts (196) (196) $ - $ 119 |
Schedule of movements in allowance for doubtful accounts | The movements in allowance for doubtful accounts are as follows: 2017 2016 Balance at the beginning of the period $ 196 $ 1 Addition - 195 Balance at the end of the period $ 196 $ 196 |
Loans receivable, net (Tables)
Loans receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | December 31, 2017 2016 Personal loans $ 670 $ - Provision for loan losses - - Loans receivable, net $ 670 $ - |
Past Due Financing Receivables | The following table represents the aging of loans receivable as of December 31, 2017: December 31, 2017 1-89 days past due $ 2 90-179 days past due - 180-365 days past due 96 Over 1 year past due - Total past due $ 98 Current 572 Total loans $ 670 |
Other receivables and prepaym36
Other receivables and prepayments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Other Receivables and Prepayments | Other receivables and prepayments as of December 31, 2017 and 2016 consisted of the following: December 31, 2017 2016 Advance to an unrelated third party $ - $ 6,457 Other receivables 26 - Other prepayments 2 2 Other receivables and prepayments $ 28 $ 6,459 |
Advances to suppliers (Tables)
Advances to suppliers (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Advances to suppliers [Abstract] | |
Schedule of Advances to Suppliers | Advances to suppliers as of December 31, 2017 and 2016 consisted of the following: December 31, 2017 2016 Advances to suppliers $ 226 $ - $ 226 $ - |
Acquisition of subsidiary and38
Acquisition of subsidiary and deposits paid for acquisition of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, March 31, 2016. Net liabilities acquired (including cash of $1 and other loan of $332 (Note 16)) $ (337 ) Amortizable intangible assets (i) Backlog contract (Note 11) 372 Proprietary technology (Note 11) 26,179 Goodwill 36,504 Deferred tax liabilities (6,638 ) Total $ 56,080 Total purchase price comprised of: cash consideration (paid in fiscal 2015 in the form of refundable deposit) $ 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 following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, May 10, 2017. Net liabilities acquired (including cash of $1 and accrued liabilities of $68 (Note 16)) $ (67 ) Amortizable intangible assets Technologies (Note 11) 19,682 Goodwill 20,230 Deferred tax liabilities (4,920 ) Total $ 34,925 Total purchase price comprised of: cash consideration (paid in fiscal 2016 in the form of refundable deposit) $ 32,600 share-based consideration 2,325 Total $ 34,925 |
Giant Connection Limited [Member] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, December 22, 2017. Net assets acquired (including cash of $943, loan receivables of $67 0 (Note 5) interest receivables of $6, property $ 2,113 Goodwill 248 Deferred tax liabilities (7 ) Total $ 2,354 Total purchase price comprised of: share-based consideration $ 2,354 Total $ 2,354 |
Plant and equipment, net (Table
Plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Plant and Equipment, Net | Plant and equipment consisted of the following as of December 31, 2017 and 2016: December 31, 2017 2016 Leasehold land and buildings (Note 9) $ 499 $ Machinery and equipment 2 1 Vehicles and office equipment 23 15 Total 524 16 Less: accumulated depreciation (13) (11) Plant and equipment, net $ 511 $ 5 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Schedule of Intangible Assets net | Intangible assets, net, as of December 31, 2017 and 2016 consisted of the following: December 31, 2017 2016 Backlog contract (Note 9) $ 372 $ 372 Proprietary technology (Note 9) 26,179 26,179 Virtual reality technologies (Note 9) 19,682 - Accumulated amortization (3,975) (1,261) Intangible assets, net $ 42,258 $ 25,290 |
Schedule of Amortization expenses related to intangible assets | As of December 31, 2017, For the years ending December 31, 2023 and 2018 2019 2020 2021 2022 thereafter $ $ $ $ $ $ Amortization expenses 3,277 3,277 3,277 3,277 3,277 25,872 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The movement of the goodwill for the years ended December 31, 2017 and 2016 is as follows: Balance as of January 1, 2016 $ - Acquisition of Boca 36,504 Balance as of December 31, 2016 $ 36,504 Acquisition of CSL 20,230 Acquisition of GCL 248 Impairment of goodwill in relation to Boca (5,618) Impairment of goodwill in relation to CSL (1,387) Balance as of December 31, 2017 $ 49,977 |
Warrant derivative liability (T
Warrant derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Warrant Activity | Following is a summary of the warrant activity for the years ended December 31, 2017 and 2016: Number of Average Weighted Outstanding at January 1, 2017 - $ - - Exercisable at January 1, 2017 - - - Granted* 992,392 1.00 4.00 Exercised /surrendered - - - Expired - - - Outstanding at December 31, 2017 992,392 $ 1.00 3.26 Exercisable at December 31, 2017 992,392 $ 1.00 3.26 * After a price reset adjustment on November 15, 2017, Investor Warrants to purchase an initial 434,783 896,739 34,783 95,653 |
Convertible notes (Tables)
Convertible notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Notes [Abstract] | |
Schedule of Convertible Notes | A summary of the major terms of the Agreements are presented as follows: Investor Principal Issue date Maturity date Interest rate Conversion 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. |
Other payables and accrued li44
Other payables and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Payables and Accrued Liabilities | Other payables and accrued liabilities as of December 31, 2017 and 2016 consisted of the following: December 31, Note 2017 2016 Accrued professional fees $ 112 $ 166 Other loan secured (Note 9) (i) 355 342 Other loan unsecured (ii) 2,172 - Advances from unrelated third parties (iii) 283 221 Accrued staff costs and staff benefits 33 28 Others 68 50 $ 3,023 $ 807 (i) The amount represents a loan of $ 256 5 (Note 9) (ii) The amount represents a loan of $ 2,172 5 (iii) The advances from unrelated third parties are unsecured, interest free and have no fixed terms of repayment. |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | 2017 2016 2015 Deferred income tax benefit $ 679 $ 315 $ - |
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, 2017, 2016 and 2015: Year ended December 31, 2017 2016 2015 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 (5.9) (3.6) (2.5) Provisional re-measurement of deferred taxes (0.7) - - Valuation allowance (10.8) (12.7) (7.7) Other (a) (1.9) (14.6) (14.8) Effective income taxes 5.7 % 5.9 % 0 % Notes: (a) There were no other material items affecting the effective income tax for the years ended December 31, 2017, 2016 and 2015 except for (i) losses incurred by SGOCO of approximately $ 0.9 3.1 1.4 |
Schedule of Deferred Tax Assets | 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, 2017 December 31, 2016 Deferred income tax assets: Net operating loss carry-forward $ 3,512 $ 1,307 Less: Valuation allowance (3,512) (1,307) $ - $ - Non-current Deferred tax liability Proprietary technology of BOCA $ 5,972 $ 6,299 Backlog - 24 Virtual reality technologies 4,593 - Leasehold land and buildings 7 - $ 10,572 $ 6,323 |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the basic and diluted loss per share computation: For the year ended December 31, 2017 2016 2015 Net loss for earnings per share $ (11,214) $ (5,047) $ (2,418) Weighted average shares used in diluted computation - basic and diluted 11,341,629 7,422,208 4,400,298 Loss per share basic and diluted (0.99) (0.68) (0.55) |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Enterprise-wide geographic reporting | During 2017, after the acquisition of CSL and Giant Credit, there are two additional segments, consisting of the VR service and products and money lending. For the year ended December 31, 2017 LCD/LED products Green energy products and services VR products and services Money lending services Corporate unallocated (note) Consolidated Revenues $ 42 $ 9 $ - $ - $ - $ 51 Gross (loss) profit 16 (1,308) - - - (1,292) Operating expenses (1,052) (6,009) (2,740) - (773) (10,574) Loss from operations (1,036) (7,317) (2,740) - (773) (11,866) Other income (expenses) 136 (13) - - (150) (27) Loss before provision for income taxes (900) (7,330) (2,740) - (923) (11,893) Income tax benefit - 350 329 - - 679 Net loss (900) (6,980) (2,411) - (923) (11,214) As of December 31, 2017 Identifiable long-lived assets 3 23,888 18,370 508 - 42,769 Total assets 2,085 56,696 37,287 2,376 9 98,453 Green energy Corporate LCD/LED products unallocated For the year ended December 31, 2016 products and services (note) Consolidated Revenues $ 5,067 $ 2 $ $ 5,069 Gross profit 200 2 202 Operating expenses 1,281 1,272 1,617 4,170 Loss from operations (1,081) (1,270) (1,617) (3,968) Other income (expenses) 137 (9) (1,522) (1,394) Loss before provision for income taxes (944) (1,279) (3,139) (5,362) Income tax benefit - 315 - 315 Net loss (944) (964) (3,139) (5,047) As of December 31, 2016 Identifiable long-lived assets 5 25,290 - 25,295 Total assets 1,965 61,794 36,513 100,272 |
Schedule of Segment Reporting Information, by Segment | Geographic area data is based on product shipment destination. In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company’s net revenue from external customers by geographic areas is as follows: For the year ended December 31, 2017 2016 2015 Mainland China $ 42 $ 751 $ 1,184 Hong Kong 9 4,318 737 Total $ 51 $ 5,069 $ 1,921 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Capital Contributions and Operating Lease Obligations | 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, 2017 and their maturity profile: For the years ending December 31, 2018 2019 2020 2021 2022 2023 and Total $ $ $ $ $ $ $ Future minimum lease payments under non-cancelable operating lease agreements - - - - - - - Capital contributions (1) - - - - - - - Total - - - - - - - (1) The registered capital of SGOCO Shenzhen is $ 5,000 1,000 4,000 |
Organization and description 49
Organization and description of business (Additional Information) (Details) $ / shares in Units, $ in Millions | Nov. 13, 2017$ / sharesshares | Dec. 22, 2017USD ($)shares | Nov. 15, 2017shares | Apr. 28, 2017USD ($)shares | Apr. 17, 2017shares | Mar. 20, 2017shares | Mar. 31, 2016 | Dec. 28, 2015USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 22, 2017HKD ($) | Dec. 31, 2016$ / sharesshares | Aug. 10, 2016shares | Jan. 19, 2016$ / shares |
Noncontrolling Interest, Ownership Percentage by Parents | 100.00% | ||||||||||||
Payments to Acquire Businesses, Gross | $ | $ 52,000,000 | $ 11,000,000 | |||||||||||
Business Combination Consideration Transferred | 1,162,305 post-split shares | consideration of $52 million in cash, plus up to 19.9% or 3.4 million newly issued ordinary shares (the Shares) of the Company | |||||||||||
Common Stock Shares Authorized | 50,000,000 | 50,000,000 | 12,500,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | ||||||||||
Shares issued for secondary offering, shares | 2,314,500 | 434,783 | 434,783 | 117,361 | |||||||||
Minimum [Member] | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||
Maximum [Member] | |||||||||||||
Common stock, par value | $ / shares | $ 0.004 | ||||||||||||
Giant Connection Limited [Member] | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 2,400,000 | $ 19.6 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,220,283 | ||||||||||||
Hong Kong [Member] | |||||||||||||
Payments to Acquire Businesses, Gross | $ | $ 32,600,000 | ||||||||||||
Shares issued for secondary offering, shares | 1,500,000 |
Organization and description 50
Organization and description of business (Acquisition of Honesty Group Holdings Limited) (Details) - shares | 1 Months Ended | ||||
Mar. 12, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 28, 2015 | Mar. 11, 2010 | |
Business Acquisition [Line Items] | |||||
Common stock, shares issued | 4,023,689 | 16,164,855 | 9,387,928 | 5,299,126 | |
Ownership percentage | 100.00% | ||||
Honesty Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares exchange transaction with Honesty Group | 3,575,000 | ||||
Ownership percentage | 100.00% |
Accounting policies (Additional
Accounting policies (Additional Information) (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017USD ($)¥ / $ | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015¥ / $ | Dec. 31, 2015 | Dec. 31, 2016¥ / $ | Dec. 31, 2016 | |
Accounts receivable, trade and other receivables | |||||||
Net of provision for doubtful accounts | $ 196 | $ 196 | |||||
Revenue recognition | |||||||
Sales returns | $ 0 | $ 0 | $ 27 | ||||
Foreign currency translation | |||||||
Balance sheet, excluding equity, foreign currency translation | 6.53 | 6.94 | 1 | ||||
Income and cash flow statement foreign currency translation | 6.76 | 6.64 | 6.23 | 1 |
Accounting policies (Schedule o
Accounting policies (Schedule of Consolidated Subsidiaries) (Details) | Dec. 31, 2017 | Dec. 28, 2015 |
Entity Information [Line Items] | ||
Ownership percentage | 100.00% | |
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% | |
BOCA [Member] | ||
Entity Information [Line Items] | ||
Ownership percentage | 100.00% | |
Century Skyway Limited [Member] | ||
Entity Information [Line Items] | ||
Ownership percentage | 100.00% | |
Shen Zhen Provizon Technology Co., Limited [Member] | ||
Entity Information [Line Items] | ||
Ownership percentage | 100.00% | |
Giant Connection Limited [Member] | ||
Entity Information [Line Items] | ||
Ownership percentage | 100.00% | |
Giant Credit Limited [Member] | ||
Entity Information [Line Items] | ||
Ownership percentage | 100.00% |
Accounting policies (Intangible
Accounting policies (Intangible assets) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Proprietary technology [Member] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Backlog [Member] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Virtual Reality Technologies [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Accounting policies (Plant and
Accounting policies (Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 0 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 0 years |
Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Accounting policies (Schedule55
Accounting policies (Schedule of Changes in Financial Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance, beginning | $ 0 | $ 2,169 |
Change in fair value of warrant derivative liability | 150 | |
Interest expenses on convertible notes | 5 | |
Conversion of convertible notes | (3,674) | |
Change In Financial Liabilities Issuance Of Warrants | 530 | |
Change in fair value of convertible notes | 1,500 | |
Balance, ending | $ 680 | $ 0 |
Accounting policies (Schedule56
Accounting policies (Schedule of Assumptions Used to Value Convertible Notes) (Details) - $ / shares | Apr. 05, 2017 | Dec. 31, 2017 | Nov. 13, 2017 | Mar. 20, 2017 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Market price per share (USD/share) | $ 2.75 | $ 1.06 | $ 1.20 | $ 2.85 |
Exercise price (USD/share) | $ 2.75 | $ 1 | ||
Risk-free rate | 1.83% | 2.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected term/Contractual life (years) | 4 years | 3 years 3 months 4 days | ||
Expected volatility | 106.46% | 110.46% |
Accounting policies (Schedule57
Accounting policies (Schedule of Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant derivative liability | $ 680 | |
Recurring [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant derivative liability | 680 | |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant derivative liability | 0 | |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant derivative liability | 0 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant derivative liability | $ 680 |
Accounts receivable, trade (Det
Accounts receivable, trade (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivable | $ 196 | $ 315 | |
Allowance for doubtful accounts | (196) | (196) | |
Accounts receivable, net | 119 | ||
Balance at the beginning of the year | 196 | 1 | |
Addition | 195 | $ 1 | |
Balance at the end of the period | $ 196 | $ 196 | $ 1 |
Loans receivable, net (Addition
Loans receivable, net (Additional Information) (Details) | Dec. 31, 2017 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Minimum [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Maximum [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 16.00% |
Loans receivable, net (Details)
Loans receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Provision for loan losses | $ 0 | $ 0 |
Loans receivable, net | 670 | |
Consumer Loan [Member] | ||
Personal loans | $ 670 | $ 0 |
Loans receivable, net (Past Due
Loans receivable, net (Past Due Financing Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Financing Receivable, Recorded Investment, Past Due | $ 98 | |
Financing Receivable, Recorded Investment, Current | 572 | |
Notes, Loans and Financing Receivable, Net, Current | 670 | |
Financing Receivables, 1 to 89 Days Past Due [Member] | ||
Financing Receivable, Recorded Investment, Past Due | 2 | |
Financing Receivables, 90 to 179 Days Past Due [Member] | ||
Financing Receivable, Recorded Investment, Past Due | 0 | |
Financing Receivables, 180 to 365 Days Past Due [Member] | ||
Financing Receivable, Recorded Investment, Past Due | 96 | |
Financing Receivables, Equal to Greater than 365 Days Past Due [Member] | ||
Financing Receivable, Recorded Investment, Past Due | $ 0 |
Other receivables and prepaym62
Other receivables and prepayments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Advance to an unrelated third party | $ 6,457 | |
Other receivables | 26 | |
Other prepayments | 2 | 2 |
Other receivables and prepayments | $ 28 | $ 6,459 |
Interest rate | 6.00% |
Advances to suppliers (Details)
Advances to suppliers (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Advances to other suppliers | $ 226 | |
Advances to suppliers | $ 226 |
Acquisition of subsidiary and64
Acquisition of subsidiary and deposits paid for acquisition of subsidiaries (Additional Information) (Details) $ / shares in Units, $ in Thousands, $ in Millions | Mar. 15, 2016shares | Dec. 22, 2017USD ($)shares | Dec. 22, 2017HKD ($)shares | Apr. 28, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 27, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 26, 2017$ / shares | Nov. 13, 2017$ / shares | May 10, 2017USD ($) | Sep. 19, 2016$ / shares | Mar. 31, 2016USD ($) | Mar. 07, 2016$ / shares | Dec. 22, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||
Shares issued for acquisition | shares | 1,162,305 | 1,500,000 | |||||||||||||||
Fair value of shares issued | $ / shares | $ 0.80 | $ 3.30 | |||||||||||||||
Cash | $ 52,000 | $ 11,000 | |||||||||||||||
Goodwill | $ 36,504 | $ 0 | 49,977 | $ 36,504 | |||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 32,600 | $ 4,679 | 4,080 | ||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 1,162,305 | 1,500,000 | |||||||||||||||
Boca International Limited [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Maximum percentage of new shares company offered as consideration for acquisition | 19.90% | ||||||||||||||||
Fair value of shares issued | $ / shares | $ 3.51 | ||||||||||||||||
Cash | $ 52,000 | ||||||||||||||||
Goodwill | $ 36,504 | $ 36,504 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 332 | ||||||||||||||||
Business Combination, Consideration Transferred | 56,080 | ||||||||||||||||
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 | ||||||||||||||||
Century Skyway Limited [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash | 32,600 | $ 35,000 | |||||||||||||||
Total purchase price agreed to in the form of cash or ordinary shares | 32,000 | $ 32,000 | |||||||||||||||
Goodwill | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 68 | ||||||||||||||||
Business Combination, Consideration Transferred | $ 34,925 | ||||||||||||||||
Giant Connection Limited [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Shares issued for acquisition | shares | 2,220,283 | 2,220,283 | |||||||||||||||
Goodwill | $ 248 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 943 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets Loans Receivables | 670 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets Interest Receivables | 6 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 508 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Current | 14 | ||||||||||||||||
Business Combination, Consideration Transferred | $ 2,354 | $ 19.6 | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 2,220,283 | 2,220,283 | |||||||||||||||
Business Acquisition, Share Price | $ / shares | $ 1.06 |
Acquisition of subsidiary and65
Acquisition of subsidiary and deposits paid for acquisition of subsidiaries (Purchase Price Allocation) (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 22, 2017USD ($) | Dec. 22, 2017HKD ($) | Dec. 31, 2016USD ($) | Dec. 27, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 28, 2015USD ($) | Dec. 31, 2017USD ($) | May 10, 2017USD ($) | Mar. 31, 2016USD ($) | ||
Total purchase price comprised of: | ||||||||||
cash consideration | $ 52,000 | $ 11,000 | ||||||||
Amortizable intangible assets | ||||||||||
Goodwill | $ 36,504 | $ 0 | $ 49,977 | |||||||
Boca International Limited [Member] | ||||||||||
Total purchase price comprised of: | ||||||||||
cash consideration | 52,000 | |||||||||
share-based consideration | 4,080 | |||||||||
Total | $ 56,080 | |||||||||
Amortizable intangible assets | ||||||||||
Goodwill | $ 36,504 | $ 36,504 | ||||||||
Deferred tax liabilities | (6,638) | |||||||||
Boca International Limited [Member] | Backlog Contract [Member] | ||||||||||
Total purchase price comprised of: | ||||||||||
Net liabilities acquired | (337) | |||||||||
Amortizable intangible assets | ||||||||||
Amortizable intangible assets | [1] | 372 | ||||||||
Boca International Limited [Member] | Proprietary Technology [Member] | ||||||||||
Amortizable intangible assets | ||||||||||
Amortizable intangible assets | [1] | $ 26,179 | ||||||||
Century Skyway Limited [Member] | ||||||||||
Total purchase price comprised of: | ||||||||||
cash consideration | 32,600 | $ 35,000 | ||||||||
share-based consideration | 2,325 | |||||||||
Total | $ 34,925 | |||||||||
Net liabilities acquired | $ (67) | |||||||||
Amortizable intangible assets | ||||||||||
Goodwill | ||||||||||
Deferred tax liabilities | (4,920) | |||||||||
Century Skyway Limited [Member] | Proprietary Technology [Member] | ||||||||||
Amortizable intangible assets | ||||||||||
Amortizable intangible assets | $ 19,682 | |||||||||
Giant Connection Limited [Member] | ||||||||||
Total purchase price comprised of: | ||||||||||
share-based consideration | $ 2,354 | |||||||||
Total | 2,354 | $ 19.6 | ||||||||
Net liabilities acquired | 2,113 | |||||||||
Amortizable intangible assets | ||||||||||
Goodwill | 248 | |||||||||
Deferred tax liabilities | $ (7) | |||||||||
[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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | $ 524 | $ 16 | |
Less: accumulated depreciation | (13) | (11) | |
Plant and equipment, net | 511 | 5 | |
Depreciation | 2 | 3 | $ 3 |
Leasehold land and buildings (Note 9) | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | 499 | ||
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | 2 | 1 | |
Vehicles and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Plant and equipment, gross | $ 23 | $ 15 |
Intangible assets, net (Additio
Intangible assets, net (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,975 | $ 1,261 | $ 0 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated amortization | $ (3,975) | $ (1,261) | $ 0 |
Intangible assets, net | 42,258 | 25,290 | |
Proprietary technology [Member] | |||
Finite-Lived Intangible Assets, Gross | 26,179 | 26,179 | |
Production Backlog [Member] | |||
Finite-Lived Intangible Assets, Gross | 372 | 372 | |
Virtual Reality Technologies [Member] | |||
Finite-Lived Intangible Assets, Gross | $ 19,682 | $ 0 |
Intangible assets, net (Schedul
Intangible assets, net (Schedule of Amortization Expenses Related to Intangible Assets) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 3,277 |
2,019 | 3,277 |
2,020 | 3,277 |
2,021 | 3,277 |
2,022 | 3,277 |
2023 and thereafter | $ 25,872 |
Goodwill (Additional Informatio
Goodwill (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill, Impairment Loss | $ 7,005 | ||
Green Energy Products and Services [Member] | |||
Goodwill, Impairment Loss | 5,620 | ||
Virtual Reality Technologies [Member] | |||
Goodwill, Impairment Loss | $ 1,390 |
Goodwill (Schedule of Goodwill)
Goodwill (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance | $ 36,504 | $ 0 | |
Goodwill, Impairment Loss | (7,005) | ||
Balance | 49,977 | 36,504 | $ 0 |
Boca International Limited [Member] | |||
Goodwill, Acquired During Period | $ 36,504 | ||
Goodwill, Impairment Loss | (5,618) | ||
Century Skyway Limited [Member] | |||
Goodwill, Acquired During Period | 20,230 | ||
Goodwill, Impairment Loss | (1,387) | ||
Giant Connection Limited [Member] | |||
Goodwill, Acquired During Period | $ 248 |
Employee pension (Additional In
Employee pension (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension expense | $ 15 | $ 9 | $ 6 |
Warrant derivative liability (I
Warrant derivative liability (Investor Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2017 | Apr. 05, 2017 | Dec. 31, 2017 | Nov. 15, 2017 | Nov. 13, 2017 |
Class of Warrant or Right, Outstanding | 896,739 | 95,653 | |||
Private Placement [Member] | Investor [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.80 | |||
Class of Warrant or Right, Outstanding | 896,739 | 896,739 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 615 | ||||
Fair Value Adjustment of Warrants | $ 136 | ||||
Securities Purchase Agreement [Member] | |||||
Warrant Purchase on Issue of Ordinary Shares | 326,087 | 326,087 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.75 | $ 2.75 | |||
Securities Purchase Agreement, Warrants Issued percentage | 75.00% | 75.00% |
Warrant derivative liability (P
Warrant derivative liability (Placement Agent Warrants) (Details) - USD ($) | Nov. 13, 2017 | Aug. 05, 2017 | Apr. 05, 2017 | Nov. 15, 2017 | Apr. 17, 2017 | Mar. 20, 2017 | Dec. 31, 2017 |
Warrants issued During Period | 34,783 | ||||||
Class of Warrant or Right, Outstanding | 896,739 | 95,653 | |||||
Shares issued for secondary offering, shares | 2,314,500 | 434,783 | 434,783 | 117,361 | |||
Placement Agent Warrants [Member] | |||||||
Warrants issued During Period | 34,783 | ||||||
Percentage Of Shares Issue To Placement Agent | 8.00% | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Class of Warrant or Right, Outstanding | 95,653 | 95,653 | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 65 | ||||||
Fair Value Adjustment of Warrants | $ 14 |
Warrant derivative liability (W
Warrant derivative liability (Warrant activity) (Details) | 12 Months Ended | |
Dec. 31, 2017$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Outstanding at Beginning | shares | ||
Number of Warrants, Exercisable at Beginning | shares | ||
Number of Warrants, Granted | shares | 992,392 | [1] |
Number of Warrants, Exercised /surrendered | shares | ||
Number of Warrants, Expired | shares | ||
Number of Warrants, Outstanding at Ending | shares | 992,392 | |
Number of Warrants, Exercisable at Ending | shares | 992,392 | |
Average Exercise Price, Outstanding at Beginning | $ / shares | ||
Average Exercise Price, Exercisable at Beginning | $ / shares | ||
Average Exercise Price, Granted | $ / shares | 1 | [1] |
Average Exercise Price, Exercised /surrendered | $ / shares | ||
Average Exercise Price, Expired | $ / shares | ||
Average Exercise Price, Outstanding at Ending | $ / shares | 1 | |
Average Exercise Price, Exercisable at Ending | $ / shares | $ 1 | |
Weighted Average Remaining Contractual Contractual Term in Years, Granted | 4 years | [1] |
Weighted Average Remaining Contractual Contractual Term in Years, Outstanding | 3 years 3 months 4 days | |
Weighted Average Remaining Contractual Contractual Term in Years, Exercisable | 3 years 3 months 4 days | |
[1] | After a price reset adjustment on November 15, 2017, Investor Warrants to purchase an initial 434,783 of the Company’s shares granted on April 5, 2017 have been adjusted to purchase 896,739 of the Company’s shares, and Placement Agent Warrants to purchase an initial 34,783 of the Company’s shares granted on April 5, 2017 have been adjusted to purchase 95,653 of the Company’s shares (Note 14). |
Convertible notes (Schedule of
Convertible notes (Schedule of Convertible Notes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Short-term Debt [Line Items] | ||||
Principal amount | $ 1,149 | |||
Interest rate | 5.00% | |||
Convertible Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 1,149 | |||
Payments of debt issuance costs | $ 44 | $ 106 | ||
Convertible notes measured at fair value | 2,169 | |||
Total principal amount converted | $ 1,114 | $ 35 | ||
Total shares issued from conversion of debt | 1,343,425 | 51,511 | ||
Convertible Notes [Member] | LG Capital Funding, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 231 | |||
Issue date | Oct. 6, 2015 | |||
Maturity date | Oct. 6, 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 | Mar. 6, 2015 | |||
Maturity date | [2] | Mar. 12, 2015 | ||
Interest rate | 12.00% | |||
Conversion discount rate | [1] | 43.00% | ||
Cash Redemption Premium On Debt Instrument | 150.00% | |||
Convertible Notes [Member] | Crown Bridge Partner, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 46 | |||
Issue date | Nov. 9, 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 | Nov. 6, 2016 | |||
Maturity date | Nov. 6, 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 | Nov. 6, 2015 | |||
Maturity date | Nov. 6, 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 | Oct. 6, 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% | ||
[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 li77
Other payables and accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Accrued professional fees | $ 112 | $ 166 | |
Other loan - secured (Note 9) | [1] | 355 | 342 |
Other loan - unsecured | [2] | 2,172 | 0 |
Advances from unrelated third parties | [3] | 283 | 221 |
Accrued staff costs and staff benefits | 33 | 28 | |
Others | 68 | 50 | |
Other payables and accrued liabilities | $ 3,023 | $ 807 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Unsecured Debt [Member] | |||
Advances from unrelated third parties | $ 2,172 | ||
Notes Payable, Other Payables [Member] | |||
Advances from unrelated third parties | $ 256 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
[1] | The amount represents a loan of $256 advanced from an unrelated party to the Company, plus accrued interest. The loan is bearing 5% interest per annum and has no fixed term of repayment. The loan is secured by certain intangible assets of the Company (Note 9). | ||
[2] | The amount represents a loan of $2,172 advanced from an unrelated party to the Company. The loan is unsecured, bearing 5% interest per annum and has no fixed term of repayment. | ||
[3] | The advances from unrelated third parties are unsecured, interest free and have no fixed terms of repayment. |
Capital transactions (Additiona
Capital transactions (Additional Information) (Details) - USD ($) | Nov. 13, 2017 | Aug. 05, 2017 | Apr. 05, 2017 | Jan. 05, 2017 | Dec. 08, 2016 | Aug. 11, 2016 | Mar. 15, 2016 | Nov. 15, 2017 | Apr. 17, 2017 | Mar. 20, 2017 | May 31, 2016 | Mar. 29, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 19, 2016 | Jul. 31, 2016 |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||||||
Shares issued for secondary offering, shares | 2,314,500 | 434,783 | 434,783 | 117,361 | ||||||||||||||
Ordinary shares issued to employees, directors and consultants | 190,000 | |||||||||||||||||
Proceeds from issuance of ordinary shares | $ 6,650,000 | $ 350,000 | $ 3,091,000 | $ 7,001,000 | ||||||||||||||
Share Price | $ 1.20 | $ 2.75 | $ 2.85 | $ 1.06 | ||||||||||||||
Fair value of shares issued | $ 0.80 | $ 3.30 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,852,000 | $ 239,000 | ||||||||||||||||
Common stock, par value | $ 0.004 | $ 0.004 | $ 0.004 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 3.90 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share Price | $ 2.70 | |||||||||||||||||
Fair value of shares issued | $ 2.30 | $ 2.04 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||||||||||||||||
Warrant Purchase on Issue of Ordinary Shares | 326,087 | 326,087 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.75 | $ 2.75 | ||||||||||||||||
Securities Purchase Agreement, Warrants Issued percentage | 75.00% | 75.00% | ||||||||||||||||
Investor [Member] | ||||||||||||||||||
Class of Stock [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 | $ 1,900,000 | $ 7,000,000 | ||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares issued to employees, directors and consultants | 320,000 | 48,000 | 31,250 | 60,000 | ||||||||||||||
Share Price | $ 3.43 | $ 3.35 | $ 3.38 | $ 3.37 |
Income taxes (Additional Inform
Income taxes (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Withholding Income Tax Dividend Distribution | 10.00% | |||
Other tax expense | $ 900 | $ 3,100 | $ 1,400 | |
Tax rate | 34.00% | 34.00% | 34.00% | |
Enterprise Income Tax [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax rate | 25.00% | |||
Scenario, Plan [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax rate | 21.00% | |||
SGOCO International [Member] | Hong Kong [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net tax loss carry forwards | $ 11,458 | $ 3,176 | ||
Tax rate | 16.50% | 16.50% | 16.50% | |
PRC Entities [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net tax loss carry forwards | $ 2,277 | $ 2,304 | ||
SGO [Member] | U.S. [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net tax loss carry forwards | $ 609 | $ 609 |
Income taxes (Schedule Of Compo
Income taxes (Schedule Of Components Of Income Tax Expense Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred income tax benefit | $ (679) | $ (315) |
Income taxes (Schedule of effec
Income taxes (Schedule of effective tax rate) (Details) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Tax Disclosure [Line Items] | ||||
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 | (5.90%) | (3.60%) | (2.50%) | |
Provisional re-measurement of deferred taxes | (0.70%) | 0.00% | 0.00% | |
Valuation allowance | (10.80%) | (12.70%) | (7.70%) | |
Other | [1] | (1.90%) | (14.60%) | (14.80%) |
Effective income taxes | 5.70% | 5.90% | 0.00% | |
[1] | There were no other material items affecting the effective income tax for the years ended December 31, 2017, 2016 and 2015 except for (i) losses incurred by SGOCO of approximately $0.9 million, $3.1 million and $1.4 million, respectively, where there is no tax in the Cayman Islands; and (ii) under-provision of Hong Kong profits tax as a result of certain non-deductible expenses in prior year. |
Income taxes (Components of Def
Income taxes (Components of Deferred Income Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Net operating loss carry-forward | $ 3,512 | $ 1,307 |
Less: Valuation allowance | (3,512) | (1,307) |
Deferred income tax assets, net | 0 | 0 |
Deferred Tax Liabilities, Net, Noncurrent | 10,572 | 6,323 |
Leasehold improvements [Member] | ||
Deferred income tax assets: | ||
Deferred Tax Liabilities, Property, Plant and Equipment | 7 | 0 |
Proprietary technology of BOCA [Member] | ||
Deferred income tax assets: | ||
Deferred Tax Liabilities, Intangible Assets | 5,972 | 6,299 |
Backlog [Member] | ||
Deferred income tax assets: | ||
Deferred Tax Liabilities, Intangible Assets | 0 | 24 |
Virtual reality technologies [Member] | ||
Deferred income tax assets: | ||
Deferred Tax Liabilities, Intangible Assets | $ 4,593 | $ 0 |
Related party and shareholder83
Related party and shareholder transactions (Revenues - related parties) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Purchases from Related Party | $ 7 | $ 0 |
Loss per share (Schedule of Bas
Loss per share (Schedule of Basic and Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the basic and diluted earnings per share computation: | |||
Net loss for earnings per share | $ (11,214) | $ (5,047) | $ (2,418) |
Weighted average shares used in diluted computation - basic and diluted | 11,341,629 | 7,422,208 | 4,400,298 |
Loss per share - basic and diluted | $ (0.99) | $ (0.68) | $ (0.55) |
Segment information (Details)
Segment information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues | $ 51 | $ 5,069 | ||
Gross (loss) profit | (1,292) | 202 | $ 95 | |
Operating expenses | 10,574 | 4,170 | 1,629 | |
Loss from operations | (11,866) | (3,968) | (1,534) | |
Other income (expenses) | (27) | (1,394) | (884) | |
Loss before provision for income taxes | (11,893) | (5,362) | ||
Income tax benefit | (679) | (315) | ||
Net loss | (11,214) | (5,047) | $ (2,418) | |
Identifiable long-lived assets | 42,769 | 25,295 | ||
Total assets | 98,453 | 100,272 | ||
Green Energy Product Services [Member] | ||||
Revenues | 9 | 2 | ||
Gross (loss) profit | (1,308) | 2 | ||
Operating expenses | (6,009) | 1,272 | ||
Loss from operations | (7,317) | (1,270) | ||
Other income (expenses) | (13) | (9) | ||
Loss before provision for income taxes | (7,330) | (1,279) | ||
Income tax benefit | 350 | 315 | ||
Net loss | (6,980) | (964) | ||
Identifiable long-lived assets | 23,888 | 25,290 | ||
Total assets | 56,696 | 61,794 | ||
VR products and services [Member] | ||||
Revenues | ||||
Gross (loss) profit | ||||
Operating expenses | (2,740) | |||
Loss from operations | (2,740) | |||
Other income (expenses) | ||||
Loss before provision for income taxes | (2,740) | |||
Income tax benefit | 329 | |||
Net loss | (2,411) | |||
Identifiable long-lived assets | 18,370 | |||
Total assets | 37,287 | |||
Money lending services [Member] | ||||
Revenues | ||||
Gross (loss) profit | ||||
Operating expenses | ||||
Loss from operations | ||||
Other income (expenses) | ||||
Loss before provision for income taxes | ||||
Income tax benefit | ||||
Net loss | ||||
Identifiable long-lived assets | 508 | |||
Total assets | 2,376 | |||
Corporate unallocated [Member] | ||||
Revenues | [1] | |||
Gross (loss) profit | [1] | |||
Operating expenses | [1] | (773) | 1,617 | |
Loss from operations | [1] | (773) | (1,617) | |
Other income (expenses) | [1] | (150) | (1,522) | |
Loss before provision for income taxes | [1] | (923) | (3,139) | |
Income tax benefit | [1] | |||
Net loss | [1] | (923) | (3,139) | |
Identifiable long-lived assets | [1] | |||
Total assets | [1] | 9 | 36,513 | |
Operating Segments [Member] | LCDLED Product [Member] | ||||
Revenues | 42 | 5,067 | ||
Gross (loss) profit | 16 | 200 | ||
Operating expenses | (1,052) | 1,281 | ||
Loss from operations | (1,036) | (1,081) | ||
Other income (expenses) | 136 | 137 | ||
Loss before provision for income taxes | (900) | (944) | ||
Income tax benefit | ||||
Net loss | (900) | (944) | ||
Identifiable long-lived assets | 3 | 5 | ||
Total assets | $ 2,085 | $ 1,965 | ||
[1] | The Company does not allocate its assets located and expenses incurred outside Hong Kong and China to its reportable segments because these assets and activities are managed at a corporate level. |
Segment information (Revenue, n
Segment information (Revenue, net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | $ 51 | $ 5,069 | $ 1,921 |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | 42 | 751 | 1,184 |
HONG KONG | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUES | $ 9 | $ 4,318 | $ 737 |
Commitments and contingencies87
Commitments and contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) | |
Capital contributions payment due more than 5 years | $ 0 | [1] |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 0 | |
Operating Leases, Future Minimum Payments, Due in Two Years | 0 | |
Operating Leases, Future Minimum Payments, Due in Three Years | 0 | |
Operating Leases, Future Minimum Payments, Due in Four Years | 0 | |
Operating Leases, Future Minimum Payments, Due in Five Years | 0 | |
Operating Leases, Future Minimum Payments, Due Thereafter | 0 | |
Operating Leases, Future Minimum Payments Due | 0 | |
Capital contributions payment due in less than 1 year | 0 | [1] |
Other Commitment, Due in Second Year | 0 | [1] |
Other Commitment, Due in Third Year | 0 | [1] |
Other Commitment, Due in Fourth Year | 0 | [1] |
Other Commitment, Due in Fifth Year | 0 | [1] |
Capital contributions payments, total | 0 | [1] |
Total contractual obligations due in less than 1 year | 0 | |
Total contractual obligations due in Second Year | 0 | |
Total contractual obligations due in Third year | 0 | |
Total contractual obligations due in Fourth | 0 | |
Total contractual obligations due in Fifth Year | 0 | |
Total contractual obligations Thereafter due | 0 | |
Total contractual obligations due | $ 0 | |
[1] | The registered capital of SGOCO Shenzhen is$5,000. As of December 31, 2017, SGOCO International had injected capital of $2.2 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 contingencies88
Commitments and contingencies (Parenthetical) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Other Commitments [Line Items] | ||
Capital contributions payment due in less than 1 year | $ 0 | [1] |
SGOCO International [Member] | ||
Other Commitments [Line Items] | ||
Capital contributions payment due in 3 months | 1,000 | |
Capital contributions payment due in less than 1 year | 4,000 | |
SGOCO Shenzhen [Member] | ||
Other Commitments [Line Items] | ||
Registered capital | 5,000 | |
Payments Made for Meet Other Commitments | $ 2,200 | |
[1] | The registered capital of SGOCO Shenzhen is$5,000. As of December 31, 2017, SGOCO International had injected capital of $2.2 to SGOCO Shenzhen. Initially, SGOCO International was required to pay $1,000 and the remaining $4,000 within 3 months and within one year, respectively, of the date of issuance of the subsidiary’s business license according to PRC registration capital management rules. According to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law. |
Concentration of risks (Additio
Concentration of risks (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $1 and nil, respectively | $ 119 | ||
Accounts payable, trade | $ 235 | 222 | |
Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 66.70% | ||
Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.30% | ||
Major Customer One Two And Three [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $1 and nil, respectively | $ 228 | ||
Sales Revenue [Member] | Major Vendor One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 40 | ||
Concentration risk percentage | 85.00% | ||
Sales Revenue [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 39.60% | ||
Sales Revenue [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.20% | ||
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% | ||
Sales Revenue [Member] | Major Customer [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 4,315 | ||
Concentration risk percentage | 85.10% | ||
Accounts Payable [Member] | Major Vendor One And Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 86.10% | ||
Accounts Payable [Member] | Major Vendor One, Two and Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 90.60% | 83.40% | |
Accounts payable, trade | $ 46 | ||
Accounts Receivable [Member] | Major Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net of provision for doubtful accounts of $1 and nil, respectively | $ 119 | ||
Honesty Group [Member] | Accounts Payable [Member] | Major Vendor One, Two and Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.60% |
Subsequent events (Additional I
Subsequent events (Additional Information) (Details) $ / shares in Units, $ in Thousands, $ in Millions | Apr. 10, 2018USD ($)$ / sharesshares | Jan. 05, 2017shares | Mar. 15, 2016shares | Apr. 18, 2018USD ($)$ / shares | Feb. 22, 2018USD ($)shares | Feb. 22, 2018HKD ($)shares | Apr. 28, 2017shares | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Ordinary shares issued to employees, directors and consultants | 190,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 1,162,305 | 1,500,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Subsequent Events [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares issued to employees, directors and consultants | 180,000 | |||||||
Grant date fair value for ordinary shares issued to independent directors and certain employees | $ / shares | $ 1.08 | |||||||
Compensation expense | $ | $ 194 | |||||||
Debt Instrument, Term | 5 years | |||||||
Proceeds from Notes Payable | $ | $ 5,779,602 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | |||||||
Subsequent Events [Member] | Hau Fook Street Limited [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 3,300 | $ 26.1 | ||||||
Stock Issued During Period, Shares, Acquisitions | 2,935,223 | 2,935,223 |