Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | ACORN ENERGY, INC. | |
Entity Central Index Key | 880,984 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,325,591 | |
Trading Symbol | ACFN | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 532 | $ 4,821 |
Restricted deposits | 2,866 | $ 467 |
Escrow deposit | 100 | |
Accounts receivable, net of provisions for doubtful accounts of $143 and $36 at December 31, 2014 and September 30, 2015, respectively | 5,125 | $ 4,902 |
Unbilled revenue | 6,456 | 7,890 |
Inventory | 1,169 | 1,374 |
Other current assets | $ 1,908 | 1,813 |
Current assets - discontinued operations | 143 | |
Total current assets | $ 18,156 | 21,410 |
Property and equipment, net | 1,023 | 1,080 |
Severance assets | 3,492 | 3,256 |
Restricted deposits | $ 3,690 | 650 |
Intangible assets, net | 1,211 | |
Goodwill | $ 512 | 1,031 |
Other assets | 785 | 905 |
Total assets | 27,658 | 29,543 |
Current liabilities: | ||
Short-term bank credit and current maturities of long-term debt | 3,060 | $ 4,419 |
Leap Tide loan payable, net of discount | 1,564 | |
Accounts payable | 3,602 | $ 2,187 |
Accrued payroll, payroll taxes and social benefits | 1,641 | 1,584 |
Deferred revenue | 5,947 | 1,634 |
Other current liabilities | $ 3,456 | 3,028 |
Current liabilities - discontinued operations | 4,693 | |
Total current liabilities | $ 19,270 | 17,545 |
Long-term liabilities: | ||
Accrued severance | 4,854 | 4,594 |
Other long-term liabilities | 1,066 | 1,011 |
Total long-term liabilities | $ 5,920 | $ 5,605 |
Commitments and contingencies | ||
Equity: | ||
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized - 30,000,000 shares; Issued - 27,277,511 and 28,127,511 shares at December 31, 2014 and September 30, 2015, respectively | $ 281 | $ 272 |
Additional paid-in capital | 98,823 | 97,607 |
Warrants | 1,641 | 1,641 |
Accumulated deficit | (95,266) | (86,592) |
Treasury stock, at cost - 801,920 shares at December 31, 2014 and September 30, 2015 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (332) | (212) |
Total Acorn Energy, Inc. shareholders' equity | 2,111 | 9,680 |
Non-controlling interests | 357 | (3,287) |
Total equity | 2,468 | 6,393 |
Total liabilities and equity | $ 27,658 | $ 29,543 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of provisions for doubtful accounts | $ 36 | $ 143 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 28,127,511 | 27,277,511 |
Treasury stock, shares | 801,920 | 801,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Projects | $ 3,556 | $ 3,249 | $ 9,860 | $ 8,695 |
Products | 620 | 1,474 | 2,683 | 4,240 |
Services | 600 | 445 | 1,658 | 1,410 |
Total revenues | 4,776 | 5,168 | 14,201 | 14,345 |
Cost of sales: | ||||
Projects | 2,176 | 2,136 | 6,428 | 6,262 |
Products | 1,046 | 974 | 2,793 | 3,088 |
Services | 123 | 125 | 365 | 356 |
Total cost of sales | 3,345 | 3,235 | 9,586 | 9,706 |
Gross profit | 1,431 | 1,933 | 4,615 | 4,639 |
Operating expenses: | ||||
Research and development expenses, net of credits | 434 | 677 | 1,635 | 2,135 |
Selling, general and administrative expenses | 2,902 | $ 2,690 | 8,681 | $ 9,134 |
Impairments | $ 712 | $ 1,562 | ||
Provision for loss - channel partner | $ 649 | |||
Restructuring and related charges | $ 96 | 294 | ||
Total operating expenses | $ 4,048 | 3,463 | $ 11,878 | 12,212 |
Operating loss | (2,617) | (1,530) | (7,263) | (7,573) |
Finance income (expense), net | (166) | 81 | (260) | (65) |
Loss before income taxes | (2,783) | (1,449) | (7,523) | (7,638) |
Income tax expense | (58) | (12) | (47) | (125) |
Net loss from continuing operations | (2,841) | (1,461) | (7,570) | (7,763) |
Income (loss) from discontinued operations, net of income taxes | 208 | (2,687) | (1,173) | (6,881) |
Net loss | (2,633) | (4,148) | (8,743) | (14,644) |
Non-controlling interest share of net (income) loss - continuing operations | (46) | (40) | (29) | 98 |
Non-controlling interest share of net (income) loss - discontinued operations | (77) | 339 | 98 | 866 |
Net loss attributable to Acorn Energy, Inc. shareholders | $ (2,756) | $ (3,849) | $ (8,674) | $ (13,680) |
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders: | ||||
Continuing operations | $ (0.10) | $ (0.06) | $ (0.29) | $ (0.35) |
Discontinued operations | 0 | (0.11) | (0.04) | (0.27) |
Total attributable to Acorn Energy, Inc. shareholders | $ (0.10) | $ (0.17) | $ (0.33) | $ (0.62) |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders - basic and diluted | 26,933 | 22,190 | 26,629 | 22,184 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements Of Comprehensive Loss | ||||
Net loss attributable to Acorn Energy, Inc. shareholders | $ (2,756) | $ (3,849) | $ (8,674) | $ (13,680) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (132) | (325) | (114) | (159) |
Comprehensive loss | (2,888) | (4,174) | (8,788) | (13,839) |
Comprehensive income (loss) attributable to non-controlling interests | 7 | 15 | (6) | 15 |
Comprehensive loss attributable to Acorn Energy, Inc. shareholders | $ (2,881) | $ (4,159) | $ (8,794) | $ (13,824) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrants [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Acorn Energy, Inc. Shareholders' Equity [Member] | Non-controlling Interests [Member] | Total |
Balances at Dec. 31, 2014 | $ 272 | $ 97,607 | $ 1,641 | $ (86,592) | $ (3,036) | $ (212) | $ 9,680 | $ (3,287) | $ 6,393 |
Balances, shares at Dec. 31, 2014 | 27,278 | ||||||||
Net loss | $ (8,674) | (8,674) | (69) | (8,743) | |||||
Differences from translation of subsidiaries' financial statements | $ (120) | (120) | 6 | (114) | |||||
Deconsolidation of USSI | $ 541 | 541 | $ 3,700 | 4,241 | |||||
Initial Shares in Leap Tide transaction (see Note 3) | $ 9 | 153 | 162 | $ 162 | |||||
Initial Shares in Leap Tide transaction (see Note 3), shares | 850 | 162 | |||||||
Stock option compensation | $ 522 | $ 522 | $ 522 | ||||||
Stock option compensation of subsidiaries | $ 7 | 7 | |||||||
Balances at Sep. 30, 2015 | $ 281 | $ 98,823 | $ 1,641 | $ (95,266) | $ (3,036) | $ (332) | $ 2,111 | $ 357 | $ 2,468 |
Balances, shares at Sep. 30, 2015 | 28,128 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows provided by (used in) operating activities: | ||
Net loss | $ (8,743) | $ (14,644) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities (see Schedule A) | 11,492 | 9,456 |
Net cash provided by (used in) operating activities - continuing operations | 2,749 | (5,188) |
Net cash used in operating activities - discontinued operations | (1,792) | (8,609) |
Net cash provided by (used in) operating activities | 957 | (13,797) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | $ (156) | (352) |
Loan to channel partner | (640) | |
Restricted deposits | $ (7,139) | (868) |
Release of restricted deposits | 1,700 | $ 96 |
Escrow deposit | (100) | |
Amounts funded for severance assets | (274) | $ (152) |
Net cash used in investing activities - continuing operations | (5,969) | (1,916) |
Net cash provided by (used in) investing activities - discontinued operations | 725 | (180) |
Net cash used in investing activities | (5,244) | (2,096) |
Cash flows provided by (used in) financing activities: | ||
Short-term bank credit, net | (1,337) | $ 2,070 |
Proceeds from Leap Tide transaction | $ 2,000 | |
Proceeds from borrowings of long-term debt | $ 292 | |
Repayments of long-term debt | $ (96) | (24) |
Net cash provided by (used in) financing activities - continuing operations | 567 | 2,338 |
Net cash provided by (used in) financing activities - discontinued operations | (461) | 300 |
Net cash provided by financing activities | 106 | 2,638 |
Effect of exchange rate changes on cash and cash equivalents | (160) | (24) |
Net decrease in cash and cash equivalents | (4,341) | (13,279) |
Cash and cash equivalents at the beginning of the year - discontinued operations | 52 | 748 |
Cash and cash equivalents at the beginning of the year - continuing operations | $ 4,821 | 16,531 |
Cash and cash equivalents at the end of the period - discontinued operations | 9 | |
Cash and cash equivalents at the end of the period - continuing operations | $ 532 | 3,991 |
A. Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss from discontinued operations | 1,173 | 6,881 |
Depreciation and amortization | 376 | $ 496 |
Impairments | 1,562 | |
Write-off of inventory | $ 46 | $ 101 |
Provision for loss - channel partner | 649 | |
Increase in accrued severance | $ 301 | 191 |
Stock-based compensation | 523 | $ 664 |
Accretion of Leap Tide discount | 66 | |
Deconsolidation of USSI | 401 | |
Deferred taxes | 42 | $ 122 |
Other | (44) | (79) |
Change in operating assets and liabilities: | ||
Decrease in accounts receivable, unbilled revenue, other current and other assets | 1,190 | 620 |
Decrease in inventory | 148 | 213 |
Increase (decrease) in deferred revenues | 4,313 | (271) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current liabilities and other liabilities | 1,796 | (131) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | 11,492 | $ 9,456 |
B. Non-cash investing and financing activities: | ||
Liability/discount for put on Initial Shares in Leap Tide transaction | 340 | |
Liability for put on Vested Share Rights in Leap Tide transaction | 111 | |
Value of Initial Shares (discount) in Leap Tide transaction | 162 | |
Adjustment of paid-in-capital and non-controlling interest from the deconsolidation of USSI | $ 541 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Acorn Energy, Inc. and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. All dollar amounts in the notes to the condensed consolidated financial statements are in thousands except for per share data. Certain reclassifications have been made to the Companys condensed consolidated financial statements for the three and nine month periods ended September 30, 2014 to conform to the current periods condensed consolidated financial statement presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. |
Recent Authoritative Guidance
Recent Authoritative Guidance | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Authoritative Guidance | NOTE 2 RECENT AUTHORITATIVE GUIDANCE There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2015, that are of material significance, or have potential material significance, to the Company. |
Liquidity and Financing
Liquidity and Financing | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity And Financing | |
Liquidity and Financing | NOTE 3 LIQUIDITY AND FINANCING Liquidity Earlier in 2015, the Company expected that it would have sufficient liquidity to finance its activities and the activities of GridSense and OmniMetrix based upon its cash balance at the time and the support then expected to be provided by DSIT (up to $5,000 in 2015). Support from DSIT has not materialized primarily due to delays in the billing and collection of certain unbilled revenue. From January 1, 2015 to September 30, 2015, DSIT has lent Acorn approximately $465. The Company no longer expects DSIT to provide significant additional funding and, as a result, the Company has sought alternate sources of funding, including a financing transaction with Leap Tide (see below) and the sale of 10% of its interests in OmniMetrix (see Subsequent Events Note 12). While the Company continues to expect DSIT to provide certain funding in 2015 and into 2016 as its finances allow, the Company will continue to pursue alternative sources of funding, which may include additional loans from related and/or non-related parties, a sale or partial sale of one or more of our operating subsidiaries or equity financings. There can be no assurance additional funding will be available at terms acceptable to the Company. If additional funding is not available in sufficient amounts, Acorn will not be able to fund its own corporate activities during the next twelve months, which could materially impact the Companys ability to continue operations, and Acorn may not be able to fund GridSense and OmniMetrix as it has historically, which could materially impact the carrying value of these subsidiaries. Financing Leap Tide Transaction On August 13, 2015, the Company executed a Loan and Security Agreement with Leap Tide Capital Partners III, LLC (Leap Tide), pursuant to which the Company borrowed $2,000 from Leap Tide (the LT Loan). Principal and accrued interest is due and payable on August 13, 2016. Interest accrues and is payable quarterly at a rate of 10% per annum. At the closing, $100 of the proceeds were deposited into an escrow account which will be used to fund the payment of interest; the escrow account shall be maintained at not less than $50 until the last three months before maturity. In addition to the interest payable in cash described above, Leap Tide received 850,000 shares of the Companys common stock (the Initial Shares) at the closing and became entitled to vested rights to receive 179,167 additional shares of the Companys common stock (each vested right to receive one share, a Vested Share Right) per month for each full month that the full principal amount of the LT Loan remains outstanding, subject to immediate vesting upon acceleration of the LT Loan for the Companys failure to timely increase its authorized shares of common stock as described below. The number of Vested Share Rights that accrue in a given month shall be prorated to the extent less than the full principal amount is outstanding and/or for any partial month in which no principal amount is outstanding. Leap Tide is entitled to receive the Companys common stock underlying its Vested Share Rights after the expiration of the Cash Settlement Period (defined below). The Company may pre-pay all principal and interest accrued on the LT Loan at any time. In addition, the Company may on or prior to 30 days after the maturity or earlier acceleration or repayment of the LT Loan (such 30-day period being referred to herein as the Cash Settlement Period) repurchase any or all Initial Shares and settle any or all Vested Share Rights accrued under the LT Loan for cash in lieu of stock. The cash repurchase/settlement price shall be an amount equal to $0.30 for each Initial Share so repurchased and each Vested Share Right so settled. The Companys right to repurchase Initial Shares and settle Vested Share Rights for cash in lieu of stock shall be subject to Lenders right to put the same to the Company at a higher price as described below. The Company does not have sufficient authorized common stock to cover the full amount of Vested Share Rights that will accrue through maturity of the LT Loan. Failure by the Company to effectuate a charter amendment to authorize sufficient additional common stock by March 31, 2016 shall be deemed an event of default, triggering Leap Tides right to accelerate the LT Loan and entitling Leap Tide to put to the Company, at a price equal to $0.40 per Initial Share and Vested Share Right, any Initial Shares and any Vested Share Rights (see below for the liability recorded with respect to the Leap Tide transaction). Subject to customary permitted liens, the LT Loan is secured by a first priority lien on the assets of the Company, except that the lien on the Companys shares of DSIT is pari passu with a preexisting lien held by DSIT to secure its loans to the Company in the principal amount of up to $5,000. DSIT and Leap Tide have entered into an intercreditor and collateral agency agreement reflecting the pari passu nature of their respective liens. Each of the Companys domestic subsidiaries (GridSense, OMX Holdings, Inc. and OmniMetrix) has guaranteed the repayment of the LT Loan, and GridSense and OmniMetrix have pledged their respective IP as security. Certain members of the management of the Companys DSIT Solutions subsidiary (including its CEO and its CFO - who also serves as CFO of the Company) have invested in Leap Tide (which is a special entity formed to make the loan) on the same terms as the other investors in Leap Tide. None of these persons has any role in the management of Leap Tide. The value of the Initial Shares ($162) at closing is treated as a discount to the loan and is being amortized to interest expense over the one-year period of the LT Loan. Through September 30, 2015, $21 of the discount associated with the Initial Shares was amortized and the remaining discount is $141. Through September 30, 2015, Leap Tide is entitled to 278,454 Vested Share Rights. The Company has recorded interest expense of $28 associated with these Vested Share Rights. In addition, the Company recorded $340 as a liability and an additional discount to the loan with respect to Leap Tides put on the Initial Shares. Such liability is included in Other current liabilities in the Company's condensed consolidated balance sheets. Through September 30, 2015, $45 of the discount associated with Leap Tides put on the Initial shares was amortized and the remaining discount is $295. The Company also has recorded interest expense of $111 associated with the put on the Vested Share Rights. |
Repayment of Gridsense Loan
Repayment of Gridsense Loan | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Repayment of Gridsense Loan | NOTE 4 REPAYMENT OF GRIDSENSE LOAN The Companys GridSense subsidiary was a party to a Loan and Security Agreement with Square 1 Bank (the Bank) dated as of November 2, 2012, as amended from time to time (the Loan Agreement) and is a party to a related Financing Agreement (the Financing Agreement). The obligations of GridSense to the Bank under the Loan Agreement were guaranteed by the Company. On April 13, 2015, the Company received notice stating that the Company had failed to maintain compliance with covenants, thereby creating an event of default under the Loan Agreement and under the Financing Agreement and declaring all obligations of GridSense owing under the Loan Agreement and the Financing Agreement to be immediately due and payable. As of the date of the notice, GridSense owed approximately $1,480 and $158 under the Loan Agreement and the Financing Agreement, respectively. Effective as of April 30, 2015, GridSense and the Bank entered into an amendment to the Loan Agreement pursuant to which (i) the Bank waived events of default under the Loan Agreement and Financing Agreement, (ii) GridSense paid $500 to the Bank in reduction of its obligations under the Loan Agreement, (iii) the Company deposited $250 on May 4, 2015 and $250 on May 14, 2015 into a restricted account (the Restricted Account) at the Bank to secure the Companys guaranty of GridSenses obligations under the Loan Agreement and agreed to make an additional deposit into the Restricted Account of $250 by July 31, 2015, (iv) GridSense agreed to the repayment, commencing September 1, 2015, of an aggregate of $250 of advances under the Loan Agreement in equal monthly installments through May 1, 2016, and (v) the Company is required to have an unrestricted cash balance equal to no less than the amount of all obligations of GridSense to the Bank which are not secured by the Restricted Account. The Bank agreed to delay the July 31, 2015 payment until the Company completed the LT Loan financing (see Note 3). Upon completion of the LT Loan financing on August 13, 2015, the Company paid $480 to the Bank and applied the $500 in current restricted deposits to the outstanding debt to the Bank in full satisfaction of amounts due under the Loan Agreement. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 5 Discontinued Operations In early 2015, the Companys Board of Directors decided that it would no longer continue to fund USSIs activities following the significant decline in oil prices which led to significantly reduced demand for USSIs products. At that time, USSI effectively suspended operations and terminated substantially all employees. USSI granted a lien to its bank (the Bank) on substantially all of its assets including intellectual property. The debt due to the Bank under USSIs line-of-credit matured in January 2015 and became due on demand. The debt was bore interest at the default rate of 11.5% per annum. The Company did not guarantee the line-of-credit. Beginning in April 2015, the Company worked with the Bank in an attempt to sell the USSI assets for the benefit of all stakeholders, but was unsuccessful. On September 25, 2015, the Bank held a public auction of the USSI assets and received no offers. The Bank submitted a credit bid for $725 and acquired all the assets of USSI. On September 28, 2015, the Board of Directors of USSI approved a motion to file a voluntary petition for protection under Chapter 7 of the United States Bankruptcy Code (a Chapter 7 Bankruptcy). Such filing was made on September 30, 2015. Under a Chapter 7 Bankruptcy, control of USSI no longer rests with the Company, but rather with a court-appointed trustee. Accordingly, effective September 30, 2015, the Company is no longer consolidating the assets, liabilities or operating results of USSI and recorded a loss of $401 on the deconsolidation of USSI which is included in Income (loss) from discontinued operations, net of income taxes in the Company's Condensed Consolidated Statements of Operations. Assets and liabilities related to the discontinued operations of USSI are as follows: As of December 31, 2014 September 29, 2015 prior to deconsolidation Cash and cash equivalents $ 52 $ -- Other current assets 91 -- Total assets $ 143 $ -- Short-term bank credit $ 1,460 $ 999 Accounts payable 1,006 1,029 Accrued payroll, payroll taxes and social benefits 346 90 Other current liabilities 1,881 1,721 Total liabilities $ 4,693 $ 3,839 USSIs results for the three and nine months ended September 30, 2014 and 2015 are included in Income (loss) from discontinued operations, net of income taxes in the Companys Condensed Consolidated Statements of Operations. Summarized financial information for USSIs operations for the three and nine months ended September 30, 2014 and 2015 are presented below: Nine months ended September 30, Three months ended September 30, 2014 2015 2014 2015 Revenues $ 471 $ 163 $ 471 $ 84 Gross profit (loss) $ (858 ) $ (68 ) $ (428 ) $ 18 Net income (loss) $ (6,881 ) $ (772 ) $ (2,687 ) $ 609 Loss on deconsolidation - (401 ) - (401 ) Income (loss) from discontinued operations, net of income taxes $ (6,881 ) $ (1,173 ) $ (2,687 ) $ 208 |
Restructuring and Related Charg
Restructuring and Related Charges | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | NOTE 6 RESTRUCTURING AND RELATED CHARGES (a) GridSense ® In 2013 and 2014, GridSense restructured operations in both its U.S. and Australian entities. This action was taken primarily in order to improve efficiency based on GridSenses revenue mix and skills mix. The restructurings included terminations of employees in both the United States and Australia and a shut-down of GridSenses Australian offices in an effort to further reduce costs and streamline operations. GridSense continues to sell its current products in Australia and the surrounding areas through a network of distributors. At December 31, 2014, $38 of the costs associated with employee severance and termination benefits charge remained unpaid. During the nine months ended September 30, 2015, GridSense made no additional payments. The remaining accrued restructuring charge is expected to be paid in full by September 30, 2016. The balance is included in Other current liabilities in the Condensed Consolidated Balance Sheets. (b) OmniMetrix TM In 2013, OmniMetrix restructured its operations to better align expenses with revenues following a change in management. The restructuring involved employee severance and termination benefits as well as a charge for a significant reduction in the utilization of its leased facility in Buford and a write-down of a majority of the remaining book value of leasehold improvements associated with the leased facility. At December 31, 2014, $248 of lease payments associated with the reduced utilization of leased facilities remained unpaid. During the nine months ended September 30, 2015, OmniMetrix paid $33 of this liability. The total remaining accrued restructuring balance of $215 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($45) and Other liabilities ($170) in the Companys Condensed Consolidated Balance Sheets. |
Inventory, Net
Inventory, Net | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | NOTE 7 INVENTORY, NET The composition of inventory is as follows: As of December 31, 2014 As of September 30, 2015 Raw materials $ 682 $ 606 Work-in-process 275 376 Finished goods 417 187 $ 1,374 $ 1,169 At December 31, 2014 and September 30, 2015, the Companys inventory reserve was $319 and $264, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 GOODWILL AND INTANGIBLE ASSETS (a) Goodwill The changes in the carrying amounts of goodwill by segment from December 31, 2014 to September 30, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Total Balance at December 31, 2014 $ 518 $ 513 $ 1,031 Impairment -- (513 ) (513 ) Translation adjustment (6 ) -- (6 ) Balance at September 30, 2015 $ 512 $ -- $ 512 In the second quarter of 2015, the Company determined that the goodwill associated with its Smart Grid Distribution Automation segment (GridSense) was fully impaired as a result of below-projected revenues. (b) Intangibles The changes in the carrying amounts and accumulated amortization of intangible assets (all in the Companys Smart Grid Distribution Automation segment) from December 31, 2014 to September 30, 2015 were as follows: Cost Accumulated amortization Total Balance as of December 31, 2014 $ 2,175 $ (964 ) $ 1,211 Amortization (123 ) (123 ) Impairment (1,049 ) (1,049 ) Cumulative translation adjustment (116 ) 77 (39 ) Balance as of September 30, 2015 $ 1,010 $ (1,010 ) $ -- In the second quarter of 2015, the Companys Smart Grid Distribution Automation segment recorded an impairment charge of $337 representing an impairment of certain technologies and the value of customer relationships and trade name associated with GridSenses historic operations in Australia. The impairment charge follows declining second quarter 2015 revenue and expected future revenues in Australia through GridSenses distributor relationship in Australia following the fulfillment of a major order in the first quarter of 2015. In the third quarter of 2015, the Companys Smart Grid Distribution Automation segment recorded an additional impairment charge of $712 representing an impairment of the value associated with the remaining technologies of GridSense associated with its historic operations in Australia and that of the technologies in the U.S., as well as the value of customer relationships and trade name associated with GridSenses operations in the U.S. The impairment charge follows a continuing decline in third quarter 2015 revenue. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | NOTE 9 EQUITY (a) Acorn Stock Options A summary of stock option activity for the nine months ended September 30, 2015 is as follows: Number of Options (in shares) Weighted Average Exercise Price Per Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2014 1,812,428 $ 4.51 Granted 687,654 $ 0.75 Exercised -- -- Forfeited or expired (95,164 ) $ 3.19 Outstanding at September 30, 2015 2,404,918 $ 3.48 5.3 years $ -- Exercisable at September 30, 2015 1,662,410 $ 4.33 4.1 years $ -- The fair value of the options granted ($0.51 per option during the nine months ended September 30, 2015) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.1 % Expected term of options 8.6 years Expected annual volatility 63 % Expected dividend yield % (b) Stock-based Compensation Expense Stock-based compensation expense included in Selling, general and administrative expenses in the Companys Condensed Statements of Operations for the nine month periods ended September 30, 2014 and 2015 was $664 and $523, respectively and was $107 and $146 for the three month periods ended September 30, 2014 and 2015, respectively. In addition, $72 and $6 was recorded in the Companys USSI subsidiary included in Discontinued operations for the nine month periods ended September 30, 2014 and 2015, respectively, and $9 and $0 for the three month periods ended September 30, 2014 and 2015, respectively - See Note 5. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 FAIR VALUE MEASUREMENTS Financial items measured at fair value are classified in the table below in accordance with the hierarchy established in applicable accounting principles. As at September 30, 2015 Level 1 Level 2 Level 3 Total Restricted deposits current $ 2,866 $ $ $ 2,866 Restricted deposits non-current 3,690 3,690 Derivative liabilities (48 ) (488 ) (536 ) Total $ 6,508 $ $ (488 ) $ 6,020 As at December 31, 2014 Level 1 Level 2 Level 3 Total Restricted deposits current $ 467 $ $ $ 467 Restricted deposits non-current 650 650 Derivative assets (liabilities) 5 (50 ) (45 ) Total $ 1,122 $ $ (50 ) $ 1,072 Current restricted deposits are comprised of security deposits with respect to various performance and bank guarantees provided in the normal course of business for DSITs operations that are expected to be released by September 30, 2016. DSIT has also provided $3,690 of security deposits for guarantees that are expected to be released through the middle of 2018. Level 1 derivative assets and liabilities are related to forward contracts for the purchase of New Israeli Shekels for which market prices are readily available. Unrealized gains or losses from forward contracts are recorded in Finance income (expense), net. Level 3 derivative liabilities are with respect to the fair value of the liability of stock options and warrants outstanding in excess of the Companys authorized shares ($9 at September 30, 2015) and the rights associated with the LT Loan ($479 at September 30, 2015) (see Note 3). |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 11 SEGMENT REPORTING The Company currently operates in three reportable operating segments: ● Energy & Security Sonar Solutions. The Company provides sonar and acoustic related solutions for energy, defense and commercial markets with a focus on underwater site security for strategic energy installations and other advanced acoustic systems and real-time embedded hardware and software development and production through its DSIT Solutions Ltd. (DSIT) subsidiary. ● Smart Grid Distribution Automation. These products and services are provided by the Companys GridSense TM ● Machine-to-Machine Critical Asset Monitoring & Control (M2M). The M2M segment provides wireless remote monitoring and control systems and services for critical assets such as gas pipelines and backup generators. These activities are performed through the Companys OmniMetrix subsidiary. Other operations include certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities performed by the Companys DSIT subsidiary as well as pipeline monitoring activities in the Companys OmniMetrix subsidiary (for remote monitoring and control of corrosion protection systems on gas pipelines for gas utilities and pipeline companies) that do not meet the quantitative thresholds under applicable accounting principles. Energy & Security Sonar Solutions Smart Grid Distribution Automation M2M Other Total Nine months ended September 30, 2015 Revenues from external customers $ 9,025 $ 1,984 $ 1,774 $ 1,418 $ 14,201 Segment gross profit (loss) 3,048 (119 ) 1,035 651 4,615 Depreciation and amortization 137 152 53 31 373 Impairments -- 1,562 -- -- 1,562 Segment net income (loss) before income taxes 132 (3,630 ) (1,131 ) 62 (4,567 ) Nine months ended September 30, 2014 Revenues from external customers $ 8,112 $ 3,362 $ 1,587 $ 1,284 $ 14,345 Segment gross profit 2,189 942 854 654 4,639 Restructuring and related charges 198 77 19 294 Depreciation and amortization 212 194 52 36 494 Segment net loss before income taxes (638 ) (2,443 ) (1,209 ) (61 ) (4,351 ) Three months ended September 30, 2015 Revenues from external customers $ 3,277 $ 374 $ 661 $ 464 $ 4,776 Segment gross profit (loss) 1,258 (392 ) 401 164 1,431 Depreciation and amortization 47 39 18 9 113 Impairments 712 712 Segment net income (loss) before income taxes 336 (1,737 ) (431 ) 49 (1,783 ) Three months ended September 30, 2014 Revenues from external customers $ 3,075 $ 1,153 $ 531 $ 409 $ 5,168 Segment gross profit 1,044 391 290 208 1,933 Restructuring and related charges 96 96 Depreciation and amortization 67 63 17 12 159 Segment net income (loss) before income taxes 140 (665 ) (358 ) (1 ) (884 ) Reconciliation of Segment Income (Loss) to Consolidated Net Loss Before Income Taxes Nine months ended September 30, Three months ended September 30, 2014 2015 2014 2015 Total net loss before income taxes for reportable segments $ (4,290 ) $ (4,629 ) $ (883 ) $ (1,832 ) Other operational segment net income (loss) before income taxes (61 ) 62 (1 ) 49 Total segment net loss before income taxes (4,351 ) (4,567 ) (884 ) (1,783 ) Unallocated cost of corporate headquarters* (2,678 ) (2,881 ) (693 ) (991 ) Provision for loss channel partner (649 ) -- -- -- Unallocated benefit (cost) of DSIT headquarters 40 (75 ) 128 (9 ) Consolidated loss before income taxes $ (7,638 ) $ (7,523 ) $ (1,449 ) $ (2,783 ) * Includes stock compensation expense of $629 and $522 for the nine month periods ended September 30, 2014 and 2015 and $79 and $146 for the three month periods ended September 30, 2014 and 2015, respectively. The three and nine months ended September 30, 2015 also includes $232 of interest associated with the Leap Tide transaction (see Note 3). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 SUBSEQUENT EVENTS On October 16, 2015, one of the Companys directors acquired a 10% interest in the Companys OmniMetrix Holdings, Inc. subsidiary (Holdings) for $500 through the purchase of preferred stock. Holdings is the holder of 100% of the membership interests OmniMetrix, LLC through which the Company operates its M2M and pipeline monitoring activities. In the transaction, the director acquired 100 shares of Series A Preferred Stock (the Preferred Stock) of Holdings. A dividend of 10% per annum will accrue on the Preferred Stock. The dividend will be payable on the first anniversary of the funding of the investment and quarterly thereafter for so long as the Preferred Stock is outstanding and has not been converted to Common Stock. The dividend will be payable in cash or the form of additional shares of Preferred Stock at the election of the holder of the Preferred Stock. The Preferred Stock will convert at the option of the holder of the Preferred Stock on a one-for-one basis into Common Stock, subject to appropriate adjustments for corporate reorganizations, mergers, stock splits, etc. The Preferred Stock has full ratchet anti-dilution protection and will not be diluted by any issuances below a pre-money equity valuation of $5,500 for OmniMetrix. The Company will have the right to drag along the holder of the Preferred Stock in the event of a sale by Acorn of at least a majority of its shares in OmniMetrix and the holder of the Preferred Stock will have the right to tag along on any such sale. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of USSI are as follows: As of December 31, 2014 September 29, 2015 prior to deconsolidation Cash and cash equivalents $ 52 $ -- Other current assets 91 -- Total assets $ 143 $ -- Short-term bank credit $ 1,460 $ 999 Accounts payable 1,006 1,029 Accrued payroll, payroll taxes and social benefits 346 90 Other current liabilities 1,881 1,721 Total liabilities $ 4,693 $ 3,839 |
Schedule of Financial Information | Summarized financial information for USSIs operations for the three and nine months ended September 30, 2014 and 2015 are presented below: Nine months ended September 30, Three months ended September 30, 2014 2015 2014 2015 Revenues $ 471 $ 163 $ 471 $ 84 Gross profit (loss) $ (858 ) $ (68 ) $ (428 ) $ 18 Net income (loss) $ (6,881 ) $ (772 ) $ (2,687 ) $ 609 Loss on deconsolidation - (401 ) - (401 ) Income (loss) from discontinued operations, net of income taxes $ (6,881 ) $ (1,173 ) $ (2,687 ) $ 208 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The composition of inventory is as follows: As of December 31, 2014 As of September 30, 2015 Raw materials $ 682 $ 606 Work-in-process 275 376 Finished goods 417 187 $ 1,374 $ 1,169 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amounts of Goodwill by Segment | The changes in the carrying amounts of goodwill by segment from December 31, 2014 to September 30, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Total Balance at December 31, 2014 $ 518 $ 513 $ 1,031 Impairment -- (513 ) (513 ) Translation adjustment (6 ) -- (6 ) Balance at September 30, 2015 $ 512 $ -- $ 512 |
Schedule of Changes in Carrying Amounts and Accumulated Amortization of Intangible Assets | The changes in the carrying amounts and accumulated amortization of intangible assets (all in the Companys Smart Grid Distribution Automation segment) from December 31, 2014 to September 30, 2015 were as follows: Cost Accumulated amortization Total Balance as of December 31, 2014 $ 2,175 $ (964 ) $ 1,211 Amortization (123 ) (123 ) Impairment (1,049 ) (1,049 ) Cumulative translation adjustment (116 ) 77 (39 ) Balance as of September 30, 2015 $ 1,010 $ (1,010 ) $ -- |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2015 is as follows: Number of Options (in shares) Weighted Average Exercise Price Per Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2014 1,812,428 $ 4.51 Granted 687,654 $ 0.75 Exercised -- -- Forfeited or expired (95,164 ) $ 3.19 Outstanding at September 30, 2015 2,404,918 $ 3.48 5.3 years $ -- Exercisable at September 30, 2015 1,662,410 $ 4.33 4.1 years $ -- |
Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The fair value of the options granted ($0.51 per option during the nine months ended September 30, 2015) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.1 % Expected term of options 8.6 years Expected annual volatility 63 % Expected dividend yield % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | Financial items measured at fair value are classified in the table below in accordance with the hierarchy established in applicable accounting principles. As at September 30, 2015 Level 1 Level 2 Level 3 Total Restricted deposits current $ 2,866 $ $ $ 2,866 Restricted deposits non-current 3,690 3,690 Derivative liabilities (48 ) (488 ) (536 ) Total $ 6,508 $ $ (488 ) $ 6,020 As at December 31, 2014 Level 1 Level 2 Level 3 Total Restricted deposits current $ 467 $ $ $ 467 Restricted deposits non-current 650 650 Derivative assets (liabilities) 5 (50 ) (45 ) Total $ 1,122 $ $ (50 ) $ 1,072 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | Energy & Security Sonar Solutions Smart Grid Distribution Automation M2M Other Total Nine months ended September 30, 2015 Revenues from external customers $ 9,025 $ 1,984 $ 1,774 $ 1,418 $ 14,201 Segment gross profit (loss) 3,048 (119 ) 1,035 651 4,615 Depreciation and amortization 137 152 53 31 373 Impairments -- 1,562 -- -- 1,562 Segment net income (loss) before income taxes 132 (3,630 ) (1,131 ) 62 (4,567 ) Nine months ended September 30, 2014 Revenues from external customers $ 8,112 $ 3,362 $ 1,587 $ 1,284 $ 14,345 Segment gross profit 2,189 942 854 654 4,639 Restructuring and related charges 198 77 19 294 Depreciation and amortization 212 194 52 36 494 Segment net loss before income taxes (638 ) (2,443 ) (1,209 ) (61 ) (4,351 ) Three months ended September 30, 2015 Revenues from external customers $ 3,277 $ 374 $ 661 $ 464 $ 4,776 Segment gross profit (loss) 1,258 (392 ) 401 164 1,431 Depreciation and amortization 47 39 18 9 113 Impairments 712 712 Segment net income (loss) before income taxes 336 (1,737 ) (431 ) 49 (1,783 ) Three months ended September 30, 2014 Revenues from external customers $ 3,075 $ 1,153 $ 531 $ 409 $ 5,168 Segment gross profit 1,044 391 290 208 1,933 Restructuring and related charges 96 96 Depreciation and amortization 67 63 17 12 159 Segment net income (loss) before income taxes 140 (665 ) (358 ) (1 ) (884 ) |
Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations | Reconciliation of Segment Income (Loss) to Consolidated Net Loss Before Income Taxes Nine months ended September 30, Three months ended September 30, 2014 2015 2014 2015 Total net loss before income taxes for reportable segments $ (4,290 ) $ (4,629 ) $ (883 ) $ (1,832 ) Other operational segment net income (loss) before income taxes (61 ) 62 (1 ) 49 Total segment net loss before income taxes (4,351 ) (4,567 ) (884 ) (1,783 ) Unallocated cost of corporate headquarters* (2,678 ) (2,881 ) (693 ) (991 ) Provision for loss channel partner (649 ) -- -- -- Unallocated benefit (cost) of DSIT headquarters 40 (75 ) 128 (9 ) Consolidated loss before income taxes $ (7,638 ) $ (7,523 ) $ (1,449 ) $ (2,783 ) * Includes stock compensation expense of $629 and $522 for the nine month periods ended September 30, 2014 and 2015 and $79 and $146 for the three month periods ended September 30, 2014 and 2015, respectively. The three and nine months ended September 30, 2015 also includes $232 of interest associated with the Leap Tide transaction (see Note 3). |
Liquidity and Financing (Detail
Liquidity and Financing (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 13, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Amount of proceeds deposited in escrow account | $ 100 | |||
Initial shares value | (162) | |||
Amortization of put on initial shares | 66 | |||
DSIT Solutions, Ltd. [Member] | ||||
Cash lent from related party | 465 | |||
DSIT Solutions, Ltd. [Member] | Maximum [Member] | ||||
Expected support from DSIT | $ 5,000 | |||
Leap Tide Capital Partners LLC [Member] | ||||
Share of interests in omnimetrix sold | $ 0.10 | |||
Amount borrowed as per the agreement | $ 2,000 | |||
Debt instrument maturity date | Aug. 13, 2016 | |||
Debt instrument interest rate per annum | 10.00% | |||
Initial shares in LT Loan | 850,000 | |||
Monthly amount of vested rights for each month LT Loan principal is outstanding | 179,167 | |||
Repurchase price initial shares and vested shares rights per share or right - call option | $ 0.30 | |||
Repurchase price initial shares and vested shares rights per share or right - put option | $ 0.40 | |||
Leap Tide Capital Partners LLC [Member] | Loan and Security Agreement [Member] | ||||
Number of vesting rights earned | 278,454 | |||
Initial shares value | $ 162 | |||
Loan amortized over period | 1 year | |||
Amortized debt discount | $ 21 | |||
Amortized remaining debt discount | 141 | |||
Liability for put on Initial Shares in Leap Tide transaction | 340 | |||
Discount for put on Initial Shares in Leap Tide transaction | 340 | |||
Non-cash interest expense | 28 | |||
Amortization of put on initial shares | 45 | |||
Unamortized discount on Initial Shares | 295 | |||
Leap Tide Capital Partners LLC [Member] | Loan and Security Agreement [Member] | Vested Share Rights [Member] | ||||
Non-cash interest expense | $ 111 | |||
Leap Tide Capital Partners LLC [Member] | Loan and Security Agreement [Member] | DSIT Solutions, Ltd. [Member] | ||||
Secured loan principal amount | $ 5,000 | |||
Leap Tide Capital Partners LLC [Member] | Escrow [Member] | ||||
Amount of proceeds deposited in escrow account | 100 | |||
Minimum balance to be maintained in escrow account | $ 50 | |||
Period prior to maturity for which minimum escrow must be held | 3 months |
Repayment of Gridsense Loan (De
Repayment of Gridsense Loan (Details Narrative) - USD ($) $ in Thousands | Sep. 01, 2015 | Aug. 13, 2015 | Apr. 30, 2015 | Jul. 31, 2015 | May. 14, 2015 | May. 04, 2015 | Apr. 13, 2015 |
Loan Agreement [Member] | |||||||
Deposit into restricted account | $ 500 | ||||||
Paid to bank | $ 480 | ||||||
GridSense [Member] | Loan Agreement [Member] | |||||||
Value owed by GridSense | $ 1,480 | ||||||
Repayment of debt | $ 500 | ||||||
Deposit into restricted account | $ 250 | $ 250 | |||||
Additional deposit into restricted account | $ 250 | ||||||
Repayment of advances in equal monthly installments | $ 250 | ||||||
GridSense [Member] | Financing Agreement [Member] | |||||||
Value owed by GridSense | $ 158 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 25, 2015 | |
Deconsolidation gain or loss amount | $ (401) | ||
USSI's [Member] | |||
Debt due to bank | $ 725 | ||
Debt interest rate | 11.50% | ||
Deconsolidation gain or loss amount | $ 401 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 29, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 532 | $ 4,821 | |
Other current assets | 1,908 | 1,813 | |
Total assets | 27,658 | 29,543 | |
Accounts payable | 3,602 | 2,187 | |
Other current liabilities | $ 3,456 | 3,028 | |
USSI's [Member] | Discontinued Operations [Member] | |||
Cash and cash equivalents | 52 | ||
Other current assets | 91 | ||
Total assets | 143 | ||
Short-term bank credit | $ 999 | 1,460 | |
Accounts payable | 1,029 | 1,006 | |
Accrued payroll, payroll taxes and social benefits | 90 | 346 | |
Other current liabilities | 1,721 | 1,881 | |
Total liabilities | $ 3,839 | $ 4,693 |
Discontinued Operations - Sch30
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 4,776 | $ 5,168 | $ 14,201 | $ 14,345 |
Gross profit (loss) | 1,431 | 1,933 | 4,615 | 4,639 |
Net income (loss) | (2,633) | (4,148) | (8,743) | $ (14,644) |
Loss on deconsolidation | (401) | |||
USSI's [Member] | ||||
Loss on deconsolidation | 401 | |||
USSI's [Member] | Discontinued Operations [Member] | ||||
Revenues | 84 | 471 | 163 | $ 471 |
Gross profit (loss) | 18 | (428) | (68) | (858) |
Net income (loss) | 609 | $ (2,687) | (772) | $ (6,881) |
Loss on deconsolidation | (401) | (401) | ||
Income (loss) from discontinued operations, net of income taxes | $ 208 | $ (2,687) | $ (1,173) | $ 6,881 |
Restructuring and Related Cha31
Restructuring and Related Charges (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
GridSense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 38 | |
OmniMetrix [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payment of lease cost | $ 33 | |
Restructuring charges payable | $ 215 | $ 248 |
Expected to be paid restructuring cost date | Dec. 31, 2019 | |
Restructuring charges included in other current liabilities | $ 45 | |
Restructuring charges included in other liabilities | $ 170 |
Inventory, Net (Details Narrati
Inventory, Net (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 264 | $ 319 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 606 | $ 682 |
Work-in-process | 376 | 275 |
Finished goods | 187 | 417 |
Inventory, net | $ 1,169 | $ 1,374 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Impairment | $ 712 | $ 1,562 | |||
Smart Grid Distribution Automation [Member] | |||||
Impairment | $ 712 | $ 337 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amounts of Goodwill by Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill, Beginning balance | $ 1,031 |
Impairment | (513) |
Translation adjustment | (6) |
Goodwill, Ending balance | 512 |
Energy & Security Sonar Solutions [Member] | |
Goodwill, Beginning balance | $ 518 |
Impairment | |
Translation adjustment | $ (6) |
Goodwill, Ending balance | 512 |
Smart Grid Distribution Automation [Member] | |
Goodwill, Beginning balance | 513 |
Impairment | $ (513) |
Translation adjustment | |
Goodwill, Ending balance |
Goodwill and Intagible Assets -
Goodwill and Intagible Assets - Schedule of Changes in Carrying Amounts and Accumulated Amortization of Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible assets, Beginning balance | $ 1,211 |
Amortization | (123) |
Impairment | (1,049) |
Cumulative translation adjustment | $ (39) |
Intangible assets, Ending balance | |
Smart Grid Distribution Automation [Member] | Cost [Member] | |
Intangible assets, Beginning balance | $ 2,175 |
Amortization | |
Impairment | $ (1,049) |
Cumulative translation adjustment | (116) |
Smart Grid Distribution Automation [Member] | Accumulated Amortization [Member] | |
Intangible assets, Beginning balance | (964) |
Amortization | $ (123) |
Impairment | |
Cumulative translation adjustment | $ 77 |
Intangible assets, Ending balance | $ (1,010) |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair value of option granted per share price | $ 0.51 | |||
Stock based compensation expense | $ 146 | $ 107 | $ 523 | $ 664 |
Discontinued Operation [Member] | ||||
Stock based compensation expense | $ 0 | $ 9 | $ 6 | $ 72 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding at beginning balance | 1,812,428 |
Number of Options, Granted | 687,654 |
Number of Options, Exercised | |
Number of Options, Forfeited or expired | (95,164) |
Number of Options, Outstanding at end balance | 2,404,918 |
Number of Options, Exercisable at end of period | 1,662,410 |
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares | $ 4.51 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.75 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | $ 3.19 |
Weighted Average Exercise Price, Outstanding at end balance | $ / shares | 3.48 |
Weighted Average Exercise Price, Exercisable at end of Period | $ / shares | $ 4.33 |
Weighted Average Remaining Contractual Terms, Outstanding | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Terms, Exercisable | 4 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Risk-free interest rate | 2.10% |
Expected term of options, in years | 8 years 7 months 6 days |
Expected annual volatility | 63.00% |
Expected dividend yield |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Derivative liabilities | $ 9 |
Liability for rights in Leap Tide transaction | 479 |
2018 [Member] | |
Security deposits | $ 3,690 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | $ 2,866 | $ 467 |
Restricted deposits - non-current | 3,690 | 650 |
Derivative assets (liabilities) | (536) | (45) |
Total | 6,020 | 1,072 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | 2,866 | 467 |
Restricted deposits - non-current | 3,690 | 650 |
Derivative assets (liabilities) | (48) | 5 |
Total | $ 6,508 | $ 1,122 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | ||
Restricted deposits - non-current | ||
Derivative assets (liabilities) | ||
Total | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | ||
Restricted deposits - non-current | ||
Derivative assets (liabilities) | $ (488) | $ (50) |
Total | $ (488) | $ (50) |
Segment Reporting - Summary of
Segment Reporting - Summary of Segmented Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 4,776 | $ 5,168 | $ 14,201 | $ 14,345 |
Segment gross profit (loss) | 1,431 | 1,933 | 4,615 | 4,639 |
Depreciation and amortization | $ 113 | 159 | $ 373 | 494 |
Restructuring and related charges | $ 96 | $ 294 | ||
Impairments | $ 712 | $ 1,562 | ||
Segment net income (loss) before income taxes | (1,783) | $ (884) | (4,567) | $ (4,351) |
Energy & Security Sonar Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 3,277 | 3,075 | 9,025 | 8,112 |
Segment gross profit (loss) | 1,258 | 1,044 | 3,048 | 2,189 |
Depreciation and amortization | $ 47 | $ 67 | $ 137 | $ 212 |
Restructuring and related charges | ||||
Impairments | ||||
Segment net income (loss) before income taxes | $ 336 | $ 140 | $ 132 | $ (638) |
Smart Grid Distribution Automation [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 374 | 1,153 | 1,984 | 3,362 |
Segment gross profit (loss) | (392) | 391 | (119) | 942 |
Depreciation and amortization | 39 | 63 | 152 | 194 |
Restructuring and related charges | 96 | 198 | ||
Impairments | 712 | 1,562 | ||
Segment net income (loss) before income taxes | (1,737) | (665) | (3,630) | (2,443) |
M2M [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 661 | 531 | 1,774 | 1,587 |
Segment gross profit (loss) | 401 | 290 | 1,035 | 854 |
Depreciation and amortization | $ 18 | $ 17 | $ 53 | 52 |
Restructuring and related charges | 77 | |||
Impairments | ||||
Segment net income (loss) before income taxes | $ (431) | $ (358) | $ (1,131) | (1,209) |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 464 | 409 | 1,418 | 1,284 |
Segment gross profit (loss) | 164 | 208 | 651 | 654 |
Depreciation and amortization | $ 9 | $ 12 | $ 31 | 36 |
Restructuring and related charges | 19 | |||
Impairments | ||||
Segment net income (loss) before income taxes | $ 49 | $ (1) | $ 62 | $ (61) |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting [Abstract] | |||||
Total net loss before income taxes for reportable segments | $ (1,832) | $ (883) | $ (4,629) | $ (4,290) | |
Other operational segment net income (loss) before income taxes | 49 | (1) | 62 | (61) | |
Total segment net loss before income taxes | (1,783) | (884) | (4,567) | (4,351) | |
Unallocated cost of corporate headquarters | [1] | $ (991) | $ (693) | $ (2,881) | (2,678) |
Provision for loss - channel partner | 649 | ||||
Unallocated benefit (cost) of DSIT headquarters | $ (9) | $ 128 | $ (75) | 40 | |
Consolidated loss before income taxes | $ (2,783) | $ (1,449) | $ (7,523) | $ (7,638) | |
[1] | Includes stock compensation expense of $629 and $522 for the nine month periods ended September 30, 2014 and 2015 and $79 and $146 for the three month periods ended September 30, 2014 and 2015, respectively. The three and nine months ended September 30, 2015 also includes $232 of interest associated with the Leap Tide transaction (see Note 3). |
Segment Reporting - Schedule 44
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock compensation expense | $ 146 | $ 79 | $ 522 | $ 629 |
Leap Tide Capital Partners LLC [Member] | ||||
Interest expense | $ 232 | $ 232 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Director [Member] - Omni Metrix Holdings Inc [Member] $ in Thousands | Oct. 16, 2015USD ($)shares |
Percentage of acquired interest during period | 10.00% |
Acquired interest amount | $ 500 |
Equity ownership interest rate | 100.00% |
Series A Preferred Stock [Member] | |
Number of shares acquire during period | shares | 100 |
Preferred stock dividend rate percentage | 10.00% |
Pre-money equity valuation | $ 5,500 |