Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ACORN ENERGY, INC. | ||
Entity Central Index Key | 880,984 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,900 | ||
Entity Common Stock, Shares Outstanding | 27,325,591 | ||
Trading Symbol | ACFN | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 172 | $ 4,821 |
Restricted deposits | 2,172 | $ 467 |
Escrow deposit | 100 | |
Accounts receivable, net | 6,680 | $ 4,902 |
Unbilled revenue | 3,849 | 7,890 |
Inventory | 1,002 | 1,374 |
Other current assets | $ 1,877 | 1,813 |
Current assets - discontinued operations | 143 | |
Total current assets | $ 15,852 | 21,410 |
Property and equipment, net | 977 | 1,080 |
Severance assets | 3,558 | 3,256 |
Restricted deposits | $ 2,951 | 650 |
Intangible assets, net | 1,211 | |
Goodwill | $ 516 | 1,031 |
Other assets | 476 | 905 |
Total assets | 24,330 | 29,543 |
Current liabilities: | ||
Short-term bank credit and current maturities of long-term debt | 2,054 | $ 4,419 |
Leap Tide loan payable, net of discount | 1,900 | |
Accounts payable | 3,296 | $ 2,187 |
Accrued payroll, payroll taxes and social benefits | 1,506 | 1,584 |
Deferred revenue | 5,268 | 1,634 |
Other current liabilities | $ 2,796 | 3,028 |
Current liabilities - discontinued operations | 4,693 | |
Total current liabilities | $ 16,820 | 17,545 |
Long-term liabilities: | ||
Accrued severance | 4,984 | 4,594 |
Other long-term liabilities | 868 | 1,011 |
Total long-term liabilities | $ 5,852 | $ 5,605 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized - 42,000,000 shares; Issued - 27,277,511 and 28,127,511 shares at December 31, 2014 and 2015, respectively (Note 22) | $ 281 | $ 272 |
Additional paid-in capital | 98,977 | 97,607 |
Warrants | 1,597 | 1,641 |
Accumulated deficit | (97,191) | (86,592) |
Treasury stock, at cost - 801,920 shares at December 31, 2014 and 2015 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (262) | (212) |
Total Acorn Energy, Inc. shareholders' equity | 366 | 9,680 |
Non-controlling interests | 1,292 | (3,287) |
Total equity | 1,658 | 6,393 |
Total liabilities and equity | $ 24,330 | $ 29,543 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 28,127,511 | 27,277,511 |
Treasury stock, shares | 801,920 | 801,920 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||
Projects | $ 13,205 | $ 11,970 |
Products | 3,555 | 5,682 |
Services | 2,295 | 1,908 |
Total revenues | 19,055 | 19,560 |
Cost of sales: | ||
Projects | 8,918 | 8,352 |
Products | 3,457 | 4,099 |
Services | 493 | 471 |
Total cost of sales | 12,868 | 12,922 |
Gross profit | 6,187 | 6,638 |
Operating expenses: | ||
Research and development expenses, net | 2,205 | 2,714 |
Selling, general and administrative expenses | 11,508 | 12,023 |
Impairments of goodwill and intangibles | $ 1,562 | 1,773 |
Restructuring and related charges | 294 | |
Total operating expenses | $ 15,275 | 16,804 |
Operating loss | (9,088) | (10,166) |
Finance expense, net | (330) | (129) |
Loss before taxes on income | (9,418) | (10,295) |
Income tax expense | 211 | 164 |
Net loss from continuing operations | (9,629) | (10,459) |
Loss from discontinued operations, net of income taxes | (1,173) | (19,140) |
Net loss | (10,802) | (29,599) |
Non-controlling interest share of loss - continuing operations | 105 | 47 |
Non-controlling interest share of loss - discontinued operations | 98 | 2,407 |
Net loss attributable to Acorn Energy, Inc. shareholders. | $ (10,599) | $ (27,145) |
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders: | ||
From continuing operations | $ (0.36) | $ (0.46) |
From discontinued operations | (0.04) | (0.73) |
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders | $ (0.40) | $ (1.19) |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders - basic and diluted | 26,803,000 | 22,844,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Comprehensive Loss | ||
Net loss attributable to Acorn Energy, Inc. shareholders | $ (10,599) | $ (27,145) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (36) | (423) |
Comprehensive loss | (10,635) | (27,568) |
Other comprehensive (income) loss attributable to non-controlling interests | (14) | 27 |
Comprehensive loss attributable to Acorn Energy, Inc. shareholders | $ (10,649) | $ (27,541) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - 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 Interest [Member] | Total | ||
Balances at Dec. 31, 2013 | $ 229 | $ 93,943 | $ 526 | $ (59,447) | $ (3,036) | $ 184 | $ 32,399 | $ (887) | $ 31,512 | ||
Balances, shares at Dec. 31, 2013 | 22,958,000 | ||||||||||
Net loss | $ (27,145) | (27,145) | (2,454) | (29,599) | |||||||
Differences from translation of subsidiaries' financial statements | $ (396) | (396) | $ (27) | (423) | |||||||
Capital raise net of transaction costs (see Note 15(c)) | $ 43 | $ 3,964 | $ 4,007 | $ 4,007 | |||||||
Capital raise net of transaction costs (see Note 15(c)), shares | 4,286,000 | ||||||||||
Warrants issued in capital raise (see Notes 15(c) and 15(h)) | (1,115) | $ 1,115 | |||||||||
Insufficient authorized shares following capital raise (see Note 15(a)) | (50) | $ (50) | $ (50) | ||||||||
Stock option compensation | $ 865 | $ 865 | 865 | ||||||||
Stock option compensation of subsidiaries | $ 81 | $ 81 | |||||||||
Exercise of options and warrants | [1] | [1] | |||||||||
Exercise of options and warrants, shares | 34,000 | ||||||||||
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 | 27,278,000 | ||||||||||
Net loss | $ (10,599) | (10,599) | (203) | (10,802) | |||||||
Differences from translation of subsidiaries' financial statements | $ (50) | (50) | 14 | (36) | |||||||
Deconsolidation of USSI (see Note 4) | $ 541 | $ 541 | $ 3,700 | $ 4,241 | |||||||
Expiration of warrants | 44 | $ (44) | |||||||||
Initial shares in Leap Tide transaction (see Note 3(b)) | $ 9 | 153 | $ 162 | $ 162 | |||||||
Initial shares in Leap Tide transaction (see Note 3(b)), shares | 850,000 | ||||||||||
Stock option compensation | $ 582 | $ 582 | 582 | ||||||||
Stock option compensation of subsidiaries | $ 83 | 83 | |||||||||
Reversal of adjustment for insufficient authorized shares (see Note 22) | $ 50 | $ 50 | 50 | ||||||||
Investment in OmniMetrix preferred shares | $ 1,000 | 1,000 | |||||||||
Accrued dividend in OmniMetrix preferred shares | (15) | (15) | |||||||||
Balances at Dec. 31, 2015 | $ 281 | $ 98,977 | $ 1,597 | $ (97,191) | $ (3,036) | $ (262) | $ 366 | $ 1,292 | $ 1,658 | ||
Balances, shares at Dec. 31, 2015 | 28,128,000 | ||||||||||
[1] | * Less than $1 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |
Exercise of options and warrants | Less than $1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows used in operating activities: | ||
Net loss | $ (10,802) | $ (29,599) |
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A) | 11,613 | 22,475 |
Net cash provided by (used in) operating activities - continuing operations | 811 | (7,124) |
Net cash used in operating activities - discontinued operations | (1,792) | (11,093) |
Net cash used in operating activities | (981) | (18,217) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | (164) | (393) |
Restricted deposits | (5,071) | (1,008) |
Release of restricted deposits | 1,065 | $ 197 |
Escrow deposit | (100) | |
Amounts funded for severance assets | $ (164) | $ (179) |
Loan to Channel Partner | (640) | |
Repayment of loan from Channel Partner | 400 | |
Net cash used in investing activities - continuing operations | $ (4,434) | (1,623) |
Net cash provided by (used in) investing activities - discontinued operations | 725 | (184) |
Net cash used in investing activities | $ (3,709) | (1,807) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from capital raises, net of transaction costs | 4,006 | |
Short-term bank credit, net | $ (2,311) | $ 3,147 |
Proceeds from Leap Tide transaction | 2,000 | |
Proceeds from outside investment in OmniMetrix | $ 1,000 | |
Proceeds from borrowings of long-term debt | $ 292 | |
Repayments of long-term debt | $ (129) | (56) |
Net cash provided by financing activities - continuing operations | 560 | 7,389 |
Net cash provided by (used in) financing activities - discontinued operations | (461) | 300 |
Net cash provided by financing activities | 99 | 7,689 |
Effect of exchange rate changes on cash and cash equivalents | (110) | (71) |
Net decrease in cash and cash equivalents | (4,701) | (12,406) |
Cash and cash equivalents at beginning of year - discontinued operations | 52 | 748 |
Cash and cash equivalents at beginning of year - continuing operations | $ 4,821 | 16,531 |
Cash and cash equivalents at end of year - discontinued operations | 52 | |
Cash and cash equivalents at end of year - continuing operations | $ 172 | 4,821 |
Cash paid during the year for: | ||
Interest | 223 | 159 |
Income taxes, net of refunds | (26) | 18 |
A. Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss from discontinued operations. | 772 | 19,140 |
Depreciation and amortization. | 472 | 648 |
Change in deferred taxes. | 258 | 103 |
Impairment of goodwill and intangibles | 1,562 | 1,773 |
Inventory write-down | 146 | 101 |
Increase in liability for accrued severance | 245 | $ 198 |
Accretion of Leap Tide discount | 62 | |
Other | (2) | $ (149) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | (1,779) | 677 |
Decrease (increase) in unbilled revenue | 4,041 | (1,469) |
Decrease in inventory | 214 | 773 |
Increase in other current assets and other assets | (47) | (50) |
Increase (decrease) in deferred revenue | 3,634 | (599) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current and non-current liabilities | 973 | 466 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | 11,613 | 22,475 |
B. Non-cash investing and financing activities: | ||
Value of warrants issued in capital raise | 1,115 | |
Liability for insufficient number of authorized shares in in capital raise | (50) | $ 50 |
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 | |
Accrued of preferred dividends to outside investor in OmniMetrix | $ 15 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1NATURE OF OPERATIONS (a) Description of Business Acorn Energy, Inc. (Acorn or the Company) is a Delaware corporation which is holding company focused on technology-driven solutions for energy infrastructure asset management. Each of its three businesses are focused on helping its customers achieve greater productivity, reliability, security and efficiency. Through its majority or wholly-owned operating subsidiaries, the Company provides the following services and products: ● Sonar and acoustic-related solutions for energy, defense and commercial markets and other real-time embedded hardware and software development. These activities are reported in the Companys Energy & Security Sonar Solutions segment, conducted through its DSIT Solutions Ltd. (DSIT) subsidiary. DSIT also has certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities. ● Smart Grid Distribution Automation. These products and services are provided by the Companys GridSense TM ● Machine-to-machine (M2M) critical asset wireless monitoring and control (formerly Power Generation Monitoring). These products and services are provided by the Companys OmniMetrix TM Previously, the Company reported the activities of its US Seismic Systems, Inc. subsidiary (USSI) in its Oil and Gas Sensor Systems segment which developed and produced fiber optic sensing systems for the energy and security markets. 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 (see Note 4). Such assets, liabilities and operating results are reflected in discontinued operations in the Companys Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows. The Companys operations are based in the United States and Israel. Acorns shares are traded on the OTCQB marketplace under the symbol ACFN. See Note 19 for segment information and major customers. (b) Liquidity As of December 31, 2015, the Company had less than $100 of non-escrow corporate cash and cash equivalents. In January 2016, the Company borrowed $300 from two of its directors and an additional $75 from another director in March 2016 (see Note 22 Subsequent Events) to help finance its operations until the closing of the DSIT Transaction (see Note 22 Subsequent Events). The Company currently does not have sufficient cash flow for the next twelve months. 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 did not materialize primarily due to delays in the billing and collection of certain unbilled revenue. In 2015, DSIT lent and advanced Acorn approximately $594. As a result of DSITs inability to provide sufficient funding during 2015, Acorn sought alternate sources of funding, including a financing transaction with Leap Tide (see Note 3) and the sale of 20% of its interests in OmniMetrix (see Note 5(b)). The Company expects that in 2016, the sale of a portion of its interest in DSIT will generate approximately $4,913 of cash before escrow, transaction fees and taxes. The proceeds from the sale are to be used for repayment of debt to Leap Tide ($2,000) and to the three directors who lent us $375 in January 2016 and March 2016. Remaining cash after such debt repayments will be used to support the corporate cash needs of Acorn and its subsidiaries to the extent possible. If additional liquidity is necessary to finance the operating activities of Acorn and the operations of its operating subsidiaries, 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 operating subsidiaries, finding a strategic partner for one or more of the Companys businesses or equity financings. There can be no assurance additional funding will be available at terms acceptable to the Company. There can be no assurance that we will be able to successfully utilize any of these possible sources to provide additional liquidity. 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 its ability to continue operations, and the Company may not be able to fund GridSense and OmniMetrix as it has historically, which could materially impact the carrying value of these subsidiaries. As such, these factors raise substantial doubt as to the Companys ability to continue as a going concern. (c) Accounting Principles The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). (d) Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to percentages of completion with respect to revenue recognition, uncertainties with respect to income taxes, inventories, contingencies, purchase price allocations and analyses of the possible impairments. (e) Amounts in the footnotes in the Financial Statements All dollar amounts in the footnotes of the consolidated financial statements are in thousands except for per share data. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, subsidiaries are companies that are over 50% controlled, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation; profits from intercompany sales, are also eliminated; non-controlling interests are included in equity. Discontinued Operations In March 2015, the Company announced that it stopped funding USSI and that USSI had effectively suspended operations and terminated substantially all employees. 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). On September 30, 2015, USSI filed for a Chapter 7 Bankruptcy. Accordingly, the Company is reporting its USSI subsidiary as discontinued operations in its consolidated financial statements for all periods presented (see Note 4). Functional Currency and Foreign Currency Transactions The currency of the primary economic environment in which the operations of Acorn and its U.S. subsidiaries are conducted is the United States dollar (dollar). Accordingly, the Company and all of its U.S. subsidiaries use the dollar as their functional currency. The financial statements of the Companys Israeli subsidiary whose functional currency is the New Israeli Shekel (NIS) have been translated in accordance with applicable accounting principles. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as Accumulated Other Comprehensive Income. Gains and losses on foreign currency transactions and exchange gains and losses denominated in non-functional currencies are reflected in finance income (expense), net, in the Consolidated Statements of Operations when they arise. Cash Equivalents The Company considers all highly liquid investments, which include money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. Accounts Receivable Accounts receivable consists of trade receivables. Trade receivables are recorded at the invoiced amount. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. If the financial condition of the Companys funding parties or customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company performs ongoing credit evaluations of its customers and does not require collateral. During the years ended December 31, 2014 and 2015, $142 and $85 was charged to expense, respectively. At December 31, 2014 and 2015, the balance in allowance for doubtful accounts was $143 and $20, respectively. Inventory Inventories are comprised of components (raw materials), work-in-process and finished goods, which are measured at the lower of cost or market. DSIT - Raw materials inventory is comprised of arrays and receivers related to diver detection sonar (DDS) and portable diver detection sonar (PDDS) systems. Work-in-process inventory is primarily comprised of PDDS systems that have commenced with assembly as well as capitalized labor and overhead. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and shipping costs. GridSense - Raw materials inventory is generally comprised of: electrical components, circuit boards, mechanical fasteners, and housings. Work-in-process inventory is primarily comprised of units that have commenced with assembly as well as capitalized labor and overhead. Finished goods inventory consists of fully assembled units ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and shipping costs. OmniMetrix - Raw materials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consists of fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and applicable shipping costs. All inventories are periodically reviewed for impairment related to slow-moving and obsolete inventory. Non-Controlling Interests The Financial Accounting Standards Board (FASB) requires that non-controlling interests be reported as a component of equity, changes in a parents ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and upon a loss of control, retained ownership interest be re-measured at fair value, with any gain or loss recognized in earnings. The Company attributes income and losses to the non-controlling interests associated with DSIT, OmniMetrix and USSI (which are included in discontinued operations See Note 4). Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. Goodwill and Acquired Intangible Assets Goodwill and intangible assets determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually. Intangible assets that have finite useful lives (e.g. purchased technology), are recorded at fair value at the time of the acquisition, and are carried at such value less accumulated amortization. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, a portion of which is allocated to cost of sales. Intangible assets are reviewed for impairment in accordance applicable accounting principles. The Company assesses annually whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. The Company performs its annual impairment test in the fourth quarter of each year. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The Company has identified its operating segments as its reporting units for purposes of the impairment test. The Companys existing goodwill is associated with its Energy & Security Sonar Solutions segment. See Note 10. In 2011, the FASB issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess 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 as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. If the Company determined that is was necessary to perform a two-step goodwill impairment test, it would determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, there is an indication that the reporting unit goodwill may be impaired and a second step of the impairment test is performed to determine the amount of the impairment to be recognized, if any. See Note 10(a) for the impairment charges recorded in 2014 and 2015. Impairment of Long-Lived Assets Long-lived assets including certain intangible assets are reviewed 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 undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. See Note 10(b) for the impairment charge recorded in 2015. Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is charged to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. Revenue Recognition The Companys revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Companys sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. If revenue recognition criteria are not satisfied, amounts received from customers are classified as deferred revenue on the balance sheet until such time as the revenue recognition criteria are met. Revenues from fixed-price contracts which require significant production, modification and/or customization to customer specifications are recognized using the percentage-of-completion method. Percentage-of-completion estimates are in man-months of labor and are reviewed periodically, and any adjustments required are reflected in the period when such estimates are revised. Losses on contracts, if any, are recognized in the period in which the loss is determined. Such revenues are recorded by DSIT in the Consolidated Statement of Operations in revenues from Projects. In 2014, DSIT encountered significant changes in estimate for a material project due to increased estimated installation costs of its AquaShield TM Revenue from sales of monitoring equipment is recognized at the time title to the equipment and significant risks of ownership pass to the customer (which is generally upon shipment), when all significant contractual obligations have been satisfied and collection is reasonably assured. Equipment and customer support services revenue is recognized upon delivery of the systems when persuasive evidence of an arrangement exists that includes obtaining a written agreement in the form of a sales order with the customer, collection is probable, and the fee is fixed and determinable. Such revenues are recorded by GridSense in the Consolidated Statement of Operations in revenues from Products. Sales of OmniMetrix monitoring systems have multiple elements, including equipment, installation and monitoring services. OmniMetrix equipment and related installations do not qualify as a separate unit of accounting. As a result, revenues (and related costs) associated with sale of equipment and related installations are recorded to deferred revenue (and deferred charges) upon activation for Power Generator monitoring (PG) units or upon shipment for Cathodic Protection units. Revenue and related costs with respect to the sale of equipment and related installations are recognized over the estimated life of the customer relationship which is estimated to be 24 months. Such revenues are recorded by OmniMetrix in the Consolidated Statement of Operations as Product revenues. Revenues from the prepayment of monitoring fees (generally paid 12 months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period. Such revenues are recorded by OmniMetrix in the Consolidated Statement of Operations as Service revenues. Revenues from DSITs consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as services are provided. Unbilled Revenue Revenues may be earned by DSIT for those services in advance of amounts billable to the customer and are recognized when the service is performed. Revenues recognized in excess of amounts billed for projects in process are recorded as unbilled revenue. Such amounts are generally billed upon the completion of a project milestone. Warranty Provision The Companys DSIT subsidiary generally grants its customers a one-to-two-year warranty on its projects. Each of the Companys GridSense and OmniMetrix subsidiaries generally grants their customers a one-year warranty on their respective products. Estimated warranty obligations are provided for as a cost of sales in the period in which the related revenues are recognized, based on managements estimate of future potential warranty obligations and limited historical experience. Adjustments are made to accruals as warranty claim data and historical experience warrant. The Companys warranty obligations may be materially affected by product or service failure rates and other costs incurred in correcting a product or service failure. Should actual product or service failure rates or other related costs differ from the Companys estimates, revisions to the accrued warranty liability would be required. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, restricted deposits, escrow deposits, accounts receivable and unbilled revenues. The Companys cash, cash equivalents, restricted cash and escrow deposits were deposited primarily with U.S. and Israeli banks and other financial institutions and amounted to $5,395 at December 31, 2015. The Company uses major banks and brokerage firms to invest its cash and cash equivalents and escrow deposits, primarily in money market funds. The counterparties to the Companys restricted deposits are two major Israeli banks. The Company does not believe there is significant risk of non-performance by these counterparties. Related credit risk would result from a default by the financial institutions or issuers of investments to the extent of the recorded carrying value of these assets. See Note 19 (d) with respect to revenues from significant and Note 19(e) with respect to concentrations of trade receivables and unbilled revenue. Research and Development Expenses Research and development expenses consist primarily of labor and related expenses and are charged to operations as incurred. Participation by third parties in the Companys research and development costs as well as credits arising from qualifying research and experimental development expenditures are netted against research and development. Advertising Expenses Advertising expenses are charged to operations as incurred. Advertising expense was $26 and $33 for each of the years ended December 31, 2014 and 2015, respectively. Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (Black-Scholes) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employees requisite service period (generally the vesting period of the equity grant). The Companys option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 15(d) for the assumptions used to calculate the fair value of stock-based employee compensation. Upon the exercise of options, it is the Companys policy to issue new shares rather than utilizing treasury shares. Deferred Income Taxes Deferred income taxes reflects 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, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. At December 31, 2014 and 2015, U.S. income taxes were not provided on undistributed earnings of the Companys DSIT subsidiary because such earnings have been reinvested in foreign operations. If those earnings were repatriated to the U.S., the Company would not expect to owe additional U.S. income taxes due to the utilization of net operating loss carryovers. Income Tax Uncertainties The calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net loss per share if doing so would be antidilutive. The weighted average number of options and warrants that were excluded from the computation of diluted net loss per share, as they had an antidilutive effect, was approximately 2,386,000 and 5,001,000 for the years ending December 31, 2014 and 2015, respectively. The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2014 2015 Net loss available to common stockholders $ (27,145 ) $ (10,599 ) Weighted average shares outstanding: -Basic 22,844 26,803 Add: Warrants Add: Stock options -Diluted 22,844 26,803 Basic and diluted net loss per share $ (1.19 ) $ (0.40 ) Fair Value Measurement The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. See Notes 15, 20 and 21. Recently Issued Accounting Principles Other than the announcement noted below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2015, that are of material significance, or have potential material significance, to the Company. In August 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-15 Presentation of Financial StatementsGoing Concern, outlining managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. We do not anticipate a material impact to our financial statements as a result of this change. In April 2015, the FASB issued Accounting Standards update 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 changes the presentation of debt issuance costs in financial statements, by requiring them to be presented in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs is reported as interest expense. There is no change to the current guidance on the recognition and measurement of debt issuance costs. For public business entities, ASU 2015-03 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-03 to have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which revises an entitys accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company is currently assessing the impact of ASU 2016-01 on its financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessees obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessees right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. Reclassifications Certain reclassifications have been made to the Companys prior years consolidated financial statements to conform to the current years consolidated financial statement presentation. |
Leap Tide Financing Transaction
Leap Tide Financing Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Leap Tide Financing Transaction | |
Leap Tide Financing Transaction | NOTE 3LEAP TIDE FINANCING 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 are 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. Unpaid and accrued interest on the LT Loan was $50 at December 31, 2015 and in included Accrued expenses in Other current liabilities (see Note 12). 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. At the time the LT Loan was made, the Company did 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 30, 2016 would 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 and subsequently reversed with respect to the Leap Tide transaction following the results of the Special Meeting of the stockholders of the Company held to amend the Companys restated certificate of incorporation to increase the number of authorized shares of common stock of the Company (see Note 22 - Subsequent Events). 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. Concurrent with the LT Loan, Jan H. Loeb, Manager of Leap Tide, joined the Board of Directors of the Company. See Note 22 (Subsequent Events) with respect to Mr. Loeb becoming CEO of the Company. Certain members of the management of the Company's 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 December 31, 2015, $62 of the discount associated with the Initial Shares was amortized and the remaining discount is $100. Through December 31, 2015, Leap Tide is entitled to 820,708 Vested Share Rights. Prior to the Special Meeting of the stockholders of the Company to amend the Companys restated certificate of incorporation to increase the number of authorized shares of common stock of the Company (see Note 22 Subsequent Events), the Company had recorded derivative liabilities and non-cash interest expense associated with the Vested Share Rights, the put on the Initial Shares and the put on the Vested Share Rights. As a result of the increase in the number of authorized shares, those liabilities have been eliminated at December 31, 2015. At December 31, 2015, the Company has recorded a liability (and interest expense) of $86 with respect to the market value of the common stock to be granted upon vesting of the Vested Share Rights. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 4 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 Loss from discontinued operations, net of income taxes in the Company's 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 losses for the years ended December 31, 2014 and 2015 are included in Loss from discontinued operations, net of income taxes in the Company's Consolidated Statements of Income. Summarized financial information for USSIs operations for the years ended December 31, 2014 and 2015 are presented below: Year ended December 31, 2014 2015 Revenues $ 556 $ 163 Gross profit $ (1,043 ) $ (68 ) Net loss $ (19,140 ) $ (772 ) Loss on deconsolidation $ (401 ) Loss from discontinued operations, net of income taxes $ (19,140 ) $ (1,173 ) Net loss includes stock-based compensation expense of $79 and $4 in the years ended December 31, 2014 and 2015, respectively. |
Investments in Subsidiaries
Investments in Subsidiaries | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Investments in Subsidiaries | NOTE 5INVESTMENTS IN SUBSIDIARIES (a) USSI As of January 1, 2014, the Company owned 9,376,401 shares of USSIs Series A-1 Preferred Stock (USSI Preferred Stock). Such holdings in USSIs Preferred Stock together with the common stock owned by the Company represented approximately 95.7% of USSI on an as converted basis. As of January 1, 2014, the Company invested $7,584 in USSI common shares (of which $5,355 was in cash and $2,229 was in Acorn common shares) and an additional $16,750 in USSI Preferred Stock. In addition, during 2014, the Company lent USSI an additional $10,058. Such loans bear interest at 8% per annum. Following USSIs Chapter 7 Bankruptcy filing on September 30, 2015 (see Note 4), the Company does not expect that there will be any cash available to repay any of these loaned amounts after the disposition of USSIs assets. In the second quarter of 2014, the Company lent a channel partner active in sourcing trials for USSIs products a total of $640 under a secured promissory note ("the Note"). The loan bore interest at 8%. The channel partner granted the Company, as security for the loans made pursuant to the Note, a first, secured lien on all of the channel partners receivables from customer accounts and all intellectual property used in its business. The loan and any accrued and unpaid interest was due and payable not later than June 30, 2014 at which time the Company took a full provision on the $640 of principal as well as the $9 of interest accrued through June 30, 2014. In November of 2014, the Company reached a settlement of the Note with the channel partner whereby the Company received a cash repayment of $400 from the channel partner as well as providing processing services valued at $240 for the benefit of USSI. The values of such processing services were treated as an additional loan to USSI subject to 8% annual interest from the settlement date. The value of such services were written off following the decision to suspend the operations of USSI (see Note 4). (b) OmniMetrix 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 1,000 shares of Series A Preferred Stock (the OmniMetrix Preferred Stock) of Holdings. Subsequently, on November 20, 2015, the director acquired an additional 1,000 shares of OmniMetrix Preferred Stock for an additional $500. The $1,000 investment by the director has been recorded as an increase in non-controlling interests. A dividend of 10% per annum will accrue on the OmniMetrix 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 OmniMetrix 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 OmniMetrix Preferred Stock at the election of the holder of the Preferred Stock. Through December 31, 2015, a dividend payable of $16 has been recorded with respect to the OmniMetrix Preferred Stock. The OmniMetrix Preferred Stock will convert at the option of the holder of the OmniMetrix Preferred Stock on a one-for-one basis into Common Stock, subject to appropriate adjustments for corporate reorganizations, mergers, stock splits, etc. The OmniMetrix 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 OmniMetrix 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 OmniMetrix Preferred Stock will have the right to tag along on any such sale. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | NOTE 6 RESTRUCTURING AND RELATED CHARGES (a) GridSense In 2013, following a change in its management, GridSense decided to restructure operations in both its USA and Australian entities. This action was taken primarily in order to improve efficiency based on GridSense's revenue mix and skills mix. Accordingly, GridSense recorded a restructuring charge related to severance and other termination benefits as well as a restructuring charge connected with downsizing its Australian operations. Following this restructuring, GridSense no longer had a production line in Australia, but did have some residual research and development activities. At December 31, 2013, $63 of these restructuring charges remained unpaid. During the second quarter of 2014, GridSense decided to shut down its Australian offices in an effort to further reduce costs and streamline operations. GridSense planned to continue to sell all of its current products in Australia and the surrounding areas through a network of distributors. With respect to the 2014 decision to shut down its Australian offices and a further reduction of personnel in the United States, GridSense recorded an additional restructuring charge of $198 in 2014. The following table summarizes GridSense's restructuring charges during the years ended December 31, 2014 and 2015: Years ended December 31, 2014 2015 Employee severance and termination benefits $ 119 $ Other 79 Total $ 198 $ The following table presents activity during the years ended December 31, 2014 and 2015 related to GridSense's restructuring: Employee severance and termination benefits Facilities Other Total Balance at December 31, 2013 $ 63 $ $ $ 63 Provision 119 7 72 198 Cash payments (144 ) (7 ) (72 ) (223 ) Balance at December 31, 2014 38 38 Adjustment (4 ) (4 ) Cash payments Balance at December 31, 2015 $ 34 $ $ $ 34 The total remaining accrued restructuring balance of $34 with respect to GridSense's restructuring is expected to be paid in full by December 31, 2016 and is included in Other current liabilities in the Company's Consolidated Balance Sheets. (b) OmniMetrix 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, Georgia. At December 31, 2013, $45 of the employee severance and termination benefits charge and $194 of the lease payments associated with the reduced utilization of the leased facility in Buford, Georgia remained unpaid. In 2014, OmniMetrix adjusted its estimated exit costs for its leased facility in Buford, Georgia and increased the provision by $96. The following table presents activity during the years ended December 31, 2014 and 2015 related to OmniMetrix's restructuring: Employee severance and termination benefits Facilities Fixed asset impairments Total Balance at December 31, 2013 $ 45 $ 194 $ $ 239 Provision 96 96 Cash payments (45 ) (42 ) (87 ) Balance at December 31, 2014 248 248 Provision Cash payments (44 ) (44 ) Balance at December 31, 2015 $ $ 204 $ $ 204 The total remaining accrued restructuring balance of $204 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($45) and Other liabilities ($159) in the Company's Consolidated Balance Sheets. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 7INVENTORY As of December 31, 2014 2015 Raw materials $ 682 $ 258 Work-in-process 275 351 Finished goods 417 393 $ 1,374 $ 1,002 During 2014 the Company recorded an inventory impairment charge of $88 in its M2M and $13 in its Pipeline Monitoring (PM) segments (included in Cost of sales - Products). During 2015 the Company recorded an inventory impairment charge of $22 in its M2M segment and $124 in its Smart Grid Distribution Automation segment (both included in Cost of sales - Products). At December 31, 2014 and 2015, the Company's inventory reserve was $319 and $360, respectively. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 8OTHER CURRENT ASSETS Other current assets consist of the following: As of December 31, 2014 2015 Prepaid expenses and deposits $ 492 $ 504 Deferred costs 549 813 Deferred taxes 192 141 Funded severance assets 203 51 Employee advances 105 105 R&D participation receivable 226 168 Other 46 95 $ 1,813 $ 1,877 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 9PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: Estimated Useful Life (in years) As of December 31, 2014 2015 Cost: Computer hardware and software 2 - 5 $ 1,173 $ 1,296 Equipment 3 - 14 1,082 1,154 Leasehold improvements Term of lease 903 900 3,158 3,350 Accumulated depreciation and amortization Computer hardware and software 694 1,202 Equipment 911 624 Leasehold improvements 473 547 2,078 2,373 Property and equipment, net $ 1,080 $ 977 Depreciation and amortization in respect of property and equipment amounted to $366 and $350 for 2014 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 10GOODWILL AND INTANGIBLE ASSETS (a) Goodwill The changes in the carrying amounts of goodwill by segment from December 31, 2013 to December 31, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Total Balance at December 31, 2013 $ 581 $ 2,446 $ 3,027 Impairment (1,773 ) (1,773 ) Translation adjustment (63 ) (160 ) (223 ) Balance at December 31, 2014 518 513 1,031 Impairment (513 ) (513 ) Translation adjustment (2 ) (2 ) Balance at December 31, 2015 $ 516 $ $ 516 As required, the Company performs an annual impairment test of recorded goodwill (during the fourth quarter of each year), or more frequently if impairment indicators or triggering events are present. In September 2011, the FASB issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess 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 as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. In the fourth quarter of 2014, as a result of the annual impairment test of the goodwill with respect to the Companys Smart Grid Distribution Automation (GridSense) reporting unit, the Company recorded a goodwill impairment charge of $1,773. The impairment test was based upon expected discounted cash flows from the Companys GridSense reporting unit. 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 and recorded an impairment charge of $513. (b) Intangibles The changes in the carrying amounts of intangible assets and associated accumulated amortization from December 31, 2013 to December 31, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Cost A.A.* Cost A.A.* Total Balance as of December 31, 2013 $ 572 $ (482 ) $ 2,271 $ (811 ) $ 1,550 Amortization (82 ) (200 ) (282 ) Cumulative translation adjustment (61 ) 53 (96 ) 47 (57 ) Balance as of December 31, 2014 511 (511 ) 2,175 (964 ) 1,211 Amortization (123 ) (123 ) Impairment (1,049 ) (1,049 ) Cumulative translation adjustment (116 ) 77 (39 ) Balance as of December 31, 2015 $ 511 $ (511 ) $ 1,010 $ (1,010 ) $ * Accumulated amortization The composition of intangibles in each of the Company's segments were as follows: Segment Type of Intangible Energy & Security Sonar Solutions Naval technologies GridSense Software and customer relationships 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 followed declining second quarter 2015 revenue and expected future revenues in Australia through GridSenses distributor relationship in Australia. 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 followed a continuing decline in third quarter 2015 revenue. Amortization in respect of intangible assets amounted to $282 and $123 for 2014 and 2015. |
Bank Debt and Other Debt
Bank Debt and Other Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Bank Debt and Other Debt | NOTE 11BANK DEBT AND OTHER DEBT (a) Lines of credit The Company's DSIT subsidiary has lines-of-credit of approximately $1,180 from two Israeli banks (approximately $540 at one bank and $640 at the second), $979 of which was being used at December 31, 2015. The lines-of-credit are subject to certain financial covenants. DSIT was in compliance with its financial covenants at December 31, 2015. The line-of-credit at one bank expires in June 2016 and the line at the second bank expires in February 2017. The lines-of-credit are denominated in NIS and bear interest at a weighted average rate of 3.1% per annum. The interest rate of one of the lines is linked to the Israeli prime rate. The Israeli prime rate as of December 31, 2015 was 1.60% (December 31, 2014, 1.75%). With respect to DSITs lines-of-credit, liens in favor of the Israeli banks were placed on DSITs assets. In addition, Acorn has guaranteed DSITs line-of-credit. In addition, to the above lines-of-credit, in December 2014, DSIT entered in an agreement with another bank to allow DSIT to borrow against certain accounts receivable balances at an interest equal to the Israeli prime rate plus 1.8%. At December 31, 2015, DSIT had borrowed $862 against certain accounts receivable balances. The Company's GridSense subsidiary has a working agreement with its bank to allow GridSense to borrow against 80% of certain accounts receivable balances up to $750 for a period of one year (to July 16, 2016) at an interest equal to 1.25% per month. At December 31, 2015, GridSense was utilizing approximately $138 of its accounts receivable line. GridSense has granted a lien to its bank on substantially all of its assets other than intellectual property. GridSense has further promised not to grant a lien on their intellectual property to any other party, nor commit to any such party to abstain from giving a lien. (b) Bank Debt In July 2014, DSIT took a loan from one of its banks. The loan was for NIS 1,000 (approximately $292 at the then exchange rate) and is to be repaid over a period of two years with monthly payments of approximately $11. The loan principal is linked to the Israeli CPI and bears interest at 1.0% per annum. Total amounts due with respect to the loan are $75 and $205 at December 31, 2015 and 2014, respectively. (c) Summary As of December 31, 2014 2015 DSIT line-of-credit $ 2,169 $ 979 DSIT borrowings against receivables 262 862 GridSense line-of-credit 1,480 GridSense borrowings against receivables 379 138 DSIT term loan 205 75 Total bank debt and borrowings against receivables 4,495 2,054 Less non-current portion 76 Short-term bank credit and current maturities of long-term debt $ 4,419 $ 2,054 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | NOTE 12OTHER CURRENT LIABILITIES Other current liabilities consist of the following: As of December 31, 2014 2015 Accrued expenses $ 2,519 $ 2,207 Taxes 117 157 Warranty provision 222 316 Restructuring liabilities 82 79 Other 88 37 $ 3,028 $ 2,796 |
Accrued Severance, Severance As
Accrued Severance, Severance Assets and Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Accrued Severance, Severance Assets and Retirement Plans | NOTE 13ACCRUED SEVERANCE, SEVERANCE ASSETS AND RETIREMENT PLANS (a) Accrued Severance and Severance Assets (i) Israeli labor law and certain employee contracts generally require payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company has recorded under liability for employee termination benefits the amount that would be paid if all its Israeli employees were dismissed at the balance sheet date, on an undiscounted basis, in accordance with Israeli labor law. This liability is computed based upon the employees number of years of service and salary components, which in the opinion of management create entitlement to severance pay in accordance with labor agreements in force. The amounts due were determined based on the employees current salary rates and the number of service years that will be accumulated upon their retirement date. The non-current portion of the liability is reflected on the Companys Consolidated Balance Sheets as Accrued severance while the current portion of the liability is reflected on the Companys Consolidated Balance Sheets in Accrued payroll, payroll taxes and social benefits. The liability is partially funded by sums deposited in dedicated funds in respect of employee termination benefits and is reflected on the Companys Consolidated Balance Sheets as Severance assets. For certain Israeli employees, the Companys liability is covered mainly by regular contributions to defined contribution plans. These funded amounts are not reflected in the balance sheets, since they are not under the control and management of the Company. (ii) Severance pay contributions to dedicated funds amounted to $411 and $375 for the years ended December 31, 2014 and 2015, respectively. (iii) The Company expects to contribute approximately $394 in respect of its severance pay obligations in the year ending December 31, 2016. (iv) The table below provides a breakdown of the Company's severance liability and severance assets as of December 31, 2014 and 2015. As of December 31, 2014 2015 Current severance liability (included in Accrued payroll, payroll taxes and social benefits) $ 200 $ 41 Non-current severance liability 4,594 4,984 Total severance liability $ 4,794 $ 5,025 Amount of the total severance liability with respect to employees reaching legal retirement age in Israel in the next 10 years $ 1,588 $ 1,501 Current severance assets (included in Other current assets) $ 203 $ 51 Non-current severance assets 3,256 3,558 Total severance assets $ 3,459 $ 3,609 Amount of the total severance assets with respect to employees reaching legal retirement age in Israel in the next 10 years $ 1,156 $ 1,059 The timing of actual payment of the severance liability is uncertain as employees may continue to work beyond the legal retirement age. The liability has not been reduced to reflect any amounts already deposited in dedicated funds with respect to those employees, nor does it include future deposits. (b) Defined Contribution Plans The Company maintains a defined contribution plan for its U.S. salaried employees meeting age and service requirements, which allows participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. The Company contributes 3% of employees' salaries for those meeting the age and service requirements. The expense related to the employer portion for the years ending December 31, 2014 and 2015 was $218 (including $125 related to discontinued operations) and $100 (including $25 related to discontinued operations), respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14COMMITMENTS AND CONTINGENCIES (a) Leases of Property and Equipment Office rental and automobile leasing expenses for 2014 and 2015 were $866 and $764, respectively. The Company and its subsidiaries lease office space, cars and equipment under operating lease agreements. Those leases will expire on different dates from 2017 to 2020. Future minimum lease payments on non-cancelable operating leases as of December 31, 2015 are as follows: Years ending December 31, 2016 $ 581 2017 515 2018 509 2019 151 2020 -- 2021 and thereafter -- $ 1,756 (b) Guarantees The Companys DSIT subsidiary provides various performance, advance and tender guarantees as required in the normal course of its operations. As at December 31, 2015, such guarantees totaled approximately $9,596, which are due to expire on different dates from 2016 to 2018. As a security for these guarantees, DSIT has deposited with Israeli banks $5,123 ($2,172 presented as current restricted deposits and $2,951 as non-current restricted deposits). See Note 11(a) with respect to guarantees on the Companys lines of credit. (c) Royalties (i) In 2012, DSIT and USSI were awarded a joint $900 grant from the Israel-United States Binational Industrial Research and Development (BIRD) Foundation for the joint development of the next generation integrated passive/active threat detection system for underwater site protection. In September 2012, a Cooperation and Project Funding Agreement was signed between the companies and the BIRD Foundation which allowed for the commencement of the funding expected to take place over a 24 month period. Based on the allocation of project costs between DSIT and USSI, a majority of the grant was expected to be received by DSIT. In the years ending December 31, 2014 and 2015, the Company recorded $120 and $0, respectively, as BIRDs participation in expenses on this project ($81 and $0 with respect to DSIT for 2014 and 2015, respectively and ($39 and $0 with respect to USSI for 2014 and 2015, respectively). Amounts with respect to USSI are included in Loss from discontinued operations, net of income taxes (see Note 4). As at December 31, 2014 and 2015, the Company had recorded receivables of $94 and $0, respectively, from BIRD with respect to the project which are included in Other current assets in the Companys consolidated balance sheets. Under the terms of the grant agreement between BIRD, DSIT and USSI, both DSIT and USSI will have to repay the grant based on 5% of gross sales of the commercialized product. If repaid within one year of the successful completion of the project, the total repayment amount is equal to the grant amount. The companies are entitled to extend the repayment period to two years in return for total repayment of 113% of the grant amount, to three years in return for total repayment of 125%, to four years in return for total repayment of 138%, or to five years or more in return for total repayment of 150% of the grant amount. The companies are entitled to prepay the repayment of the grant amount at any time. Due to the suspension of USSIs operations and its subsequent Chapter 7 Bankruptcy Filing in September 2015 (see Note 4), the BIRD Foundation has decided that it will no longer fund DSITs continued development of the PAUSS (either on its own or jointly with another U.S. company). It is unclear at this time how the suspension of activities at USSI and the cancellation of participation in the funding of this project by the BIRD Foundation may impact DSITs obligations under this arrangement. The Company does not believe that the BIRD Foundation will pursue recovery of previously funded amounts (approximately $379) from DSIT. (ii) In September 2013, DSIT and Ramot, the technology transfer company of Tel-Aviv University, were jointly awarded a grant from MEIMAD. MEIMAD is a collaborative program between the Israeli Ministry of Defense, the Office of the Chief Scientist (OCS) at the Ministry of Economy and the Ministry of Finance, to jointly promote new ideas and technologies that can serve both commercial applications and military needs. The grant is for a 31-month project (19 months for the first stage and 12 months for the second stage) for the joint development of a next generation fiber optic based Perimeter Security System Interrogator. The total amount of the grant is approximately $644 for the two stages of the project representing a 50% participation in DSIT's expenses. In the years ending December 31, 2014 and 2015, DSIT recorded $273 and $197, respectively, as participation in DSITs expenses on this project. In mid-2014, DSIT received approval for a new grant from MEIMAD. This grant is for the development of a fiber optic sensing system to be used in structural health monitoring of airborne structures (such as planes and Unmanned Aerial Vehicles (UAV's)). The total grant expected to be received is approximately $626 over a two-year period representing a 50% participation in DSIT's expenses. In the years ending December 31, 2014 and 2015, DSIT recorded $0 and $246, respectively, as participation in DSITs expenses on this project. As at December 31, 2014 and 2015, DSIT had recorded receivables of $131 and $168, respectively, from the OCS with respect to the two MEIMAD projects which are included in Other current receivables. Grants from MEIMAD are subject to repayment by way of royalties based on 5% of gross sales of the commercialized product, if any. (iii) GridSense is required to pay a royalty on any project sale of a particular product of not less than $100 to two employees. The royalty rate is on a sliding scale from 1.5% to 6.0%. GridSense did not pay any royalties in the years ended December 31, 2014 or 2015. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | NOTE 15EQUITY (a) General At the annual meeting of stockholders on June 10, 2010, the Companys stockholders approved an amendment to its Certificate of Incorporation to increase the number of authorized shares of capital stock from 20,000,000 shares to 30,000,000 shares, all of which shall be common stock. The increase in authorized shares was done pursuant to a Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on, and effective as of, June 15, 2010. (See Note 22 Subsequent Events for the results of a Special Meeting of the stockholders of the Company to amend the Companys restated certificate of incorporation to increase the number of authorized shares of common stock of the Company from 30,000,000 to 42,000,000). At December 31, 2015 the Company had issued and outstanding 27,325,591 shares of its common stock, par value $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company. Holders of common stock do not have subscription, redemption, conversion or other preemptive rights. Holders of the common stock are entitled to elect all of the Directors on the Companys Board. Holders of the common stock do not have cumulative voting rights, meaning that the holders of more than 50% of the common stock can elect all of the Companys Directors. Except as otherwise required by Delaware General Corporation Law, all stockholder action is taken by vote of a majority of shares of common stock present at a meeting of stockholders at which a quorum (a majority of the issued and outstanding shares of common stock) is present in person or by proxy or by written consent pursuant to Delaware law (other than the election of Directors, who are elected by a plurality vote). The Company is not authorized to issue preferred stock. Accordingly, no preferred stock is issued or outstanding. (b) Leap Tide Financing Transaction See Note 3 (c) Capital Raise On November 5, 2014, the Company closed on a private placement of unregistered shares of common stock and warrants to purchase common stock. The Company received gross proceeds of $4,500 ($4,007 net of transaction costs) and issued 4,285,714 unregistered shares of common stock at a price per share of $1.05 and warrants to purchase up to 2,142,857 shares of common stock at an exercise price of $1.30 per share. The warrants are non-exercisable for six months from the date of the closing and have a term of five years, six months. At the closing, pursuant to the terms of the Placement Agent Agreement, in addition to its cash fee (included in the transaction costs), the placement agent received warrants to purchase 214,285 shares of the Companys common stock at an exercise price of $1.26 per share. The placement agent's warrants are non-exercisable for six months from the date of the closing and have a term of five years. Following the November 2014 private placement (noted above), the Company no longer had sufficient authorized shares to satisfy outstanding warrants and option agreements if all such agreements were to be exercised. Accordingly, the Company recognized this as a derivative liability and recorded such liability ($50) using the Black-Scholes valuation method to estimate the fair value of the derivative liability. The Company used a weighted average risk free interest rate of 1.1%, an expected life of 3.3 years, an annual volatility of 70% and no dividends to determine the value of the derivative liability. With the increase in authorized shares noted above, the derivative liability was reversed as of December 31, 2015. (d) Summary Employee Option Information The Companys stock option plans provide for the grant to officers, directors and other key employees of options to purchase shares of common stock. The purchase price may be paid in cash or at the end of the option term, if the option is "in-the-money", it is automatically exercised "net". In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee, but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Companys common stock. Most options expire within five to ten years from the date of the grant, and generally vest over three year period from the date of the grant. At the annual meeting of stockholders on September 11, 2012, the Companys stockholders approved an Amendment to the Companys 2006 Stock Incentive Plan to increase the number of available shares by 1,000,000 and an Amendment to the Companys 2006 Stock Incentive Plan for Non-Employee Directors to increase the number of available shares by 200,000. At December 31, 2015, 721,438 options were available for grant under the 2006 Amended and Restated Stock Incentive Plan and no options were available for grant under the 2006 Director Plan. In 2014 and 2015, there were no grants to non-employees. The Company did not receive any proceeds in connection with stock option exercises during the year ended December 31, 2014 as all exercises during those years were net exercises. The intrinsic value of options exercised in 2014 was $123. No options were exercised in the year ended December 31, 2015. The intrinsic value of options outstanding and of options exercisable at December 31, 2015 was $0 and $0, respectively. The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): 2014 2015 Risk-free interest rate 2.1 % 2.1 % Expected term of options, in years 7.0 8.6 Expected annual volatility 64 % 63 % Expected dividend yield % % Determined weighted average grant date fair value per option $ 1.36 $ 0.51 The expected term of the options is the length of time until the expected date of exercising the options. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups in order to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The Company expects no dividends to be paid. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in determining the estimated fair value of the Companys stock options granted in the years ended December 31, 2014 and 2015. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. (e) Non-Employee Options In the years ended December 31, 2014 and 2015, the Company included $37 and $0 respectively, of stock-based compensation expense in selling, general and administrative expense in its Consolidated Statements of Operations with respect to options granted to non-employees. (f) Summary Employee and Non-Employee Option Information A summary of the Companys option plans as of December 31, 2014 and 2015, as well as changes during each of the years then ended, is presented below: 2014 2015 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 1,401,658 $ 5.49 1,812,428 $ 4.51 Granted at market price 664,103 2.14 687,654 0.75 Exercised * (33,938 ) 2.51 Forfeited or expired (219,395 ) 3.96 (135,164 ) 2.91 Outstanding at end of year 1,812,428 4.51 2,364,918 3.51 Exercisable at end of year 1,128,434 $ 5.56 1,778,503 $ 4.16 * All shares issued in connection with option exercises were newly issued shares. The breakdown of option exercises between cashless net exercises and cash exercises is as follows the year ended December 31, 2014 (there were no option exercises in the year ended December 31, 2015): Shares granted in net exercise of options Options forfeited in net exercise of options Total net exercise options Weighted average exercise price for net exercise options Options exercised for cash Weighted average exercise price for options exercised for cash Year ended December 31, 2014 33,938 76,062 110,000 $ 2.51 Summary information regarding the options outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $0.20 $1.06 802,454 7.8 $ 0.79 362,025 $ 0.85 $1.68 $2.56 342,152 5.6 $ 1.76 288,818 $ 1.77 $3.51 $5.00 426,264 3.4 $ 4.19 361,946 $ 4.22 $5.05 $5.91 320,000 2.4 $ 5.21 320,000 $ 5.21 $6.31 - $7.57 310,689 4.1 $ 6.95 290,689 $ 6.91 $7.60 - $11.42 163,359 3.8 $ 8.82 155,025 $ 8.87 2,364,918 1,778,503 Stock-based compensation expense included in the Companys Consolidated Statements of Operations was: Year ended December 31, 2014 2015 Cost of sales* $ 2 $ 16 Research and development expense* 33 4 Selling, general and administrative expense* 830 641 Total $ 865 $ 661 * Includes $16, $4 and $59 in in Cost of sales, Research and development expense and Selling, general and administrative expense, respectively, for the year ended December 31, 2015 with respect to DSIT. Includes $2 in Cost of sales in the year ended December 31, 2014 with respect to DSIT. See Note 4 with respect to stock-based compensation expense associated with discontinued operations. As of December 31, 2015, the total compensation cost related to non-vested awards not yet recognized was approximately $250 which the Company expects to recognize over a weighted-average period of approximately 2.0 years. (g) DSIT Stock Option Plan In November 2006, the Company adopted a Key Employee Stock Option Plan (the DSIT Plan) for its DSIT subsidiary to be administrated by a committee of board members of DSIT, currently comprised of the entire board of directors of DSIT. The purpose of the DSIT Plan and associated grants is to provide incentives to key employees of DSIT to further the growth, development and financial success of DSIT. A summary status of the DSIT Plan as of December 31, 2014 and 2015, as well as changes during the years then ended, is presented below: 2014 2015 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 243,924 $ 1.78 239,524 $ 1.67 Granted at fair value $ $ Exercised $ $ Forfeited (4,400 ) $ 2.41 $ Outstanding at end of year 239,524 $ 1.67 239,524 $ 1.65 Exercisable at end of year 101,904 $ 1.45 239,524 $ 1.65 Summary information regarding the options under the Plan outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $1.05 $1.26 147,770 2.6 $ 1.18 147,770 $ 1.18 $2.40* 91,754 2.6 $ 2.40 91,754 $ 2.40 239,524 $ 1.65 239,524 $ 1.65 *The exercise price of these options are NIS 9.38 translated to US dollars using the year end exchange rates (NIS 3.89 and NIS 3.90 for the years ended December 31, 2014 and 2015, respectively). In January 2016, the Company converted all DSIT preferred stock to DSIT common stock. The Company currently owns approximately 88.3% of DSIT. If all the options to purchase all shares of DSIT ordinary stock granted under the DSIT Option Plan are exercised, the Company would own approximately 78.7% of DSIT on a fully-diluted basis. (h) Warrants The Company has issued warrants at exercise prices equal to or greater than market value of the Companys common stock at the date of issuance. A summary of warrant activity follows: 2014 2015 Number of shares underlying warrants Weighted Average Exercise Price Number of shares underlying warrants Weighted Average Exercise Price Outstanding at beginning of year 285,281 $ 3.18 2,642,423 $ 1.50 Granted 2,357,142 $ 1.30 Exercised Forfeited or expired (23,000 ) $ 3.68 Outstanding and exercisable at end of year 2,642,423 $ 1.50 2,619,423 $ 1.48 The warrants outstanding at December 31, 2015 have a weighted average remaining contractual life of 4.2 years. The 2,142,847 warrants that were granted in connection with the November 2014 Capital Raise (see Note 15(c)) are exercisable for shares of the Companys Common Stock. The warrants are non-exercisable for six months from the date of the closing and have a term of five years, six months and an exercise price of $1.30 per share. The Company allocated $1,018 to the value of the warrants based on a Black Scholes calculation using a five and a half year expected life, an annual volatility of 63%, a discount rate of 1.6% and no dividends. The value allocated to the warrants was offset against additional paid-in-capital. In addition, the 214,285 warrants that were granted to the placement agent in connection with the November 2014 Capital Raise (see Note 15(c)) are exercisable for shares of the Companys Common Stock. The placement agent's warrants are non-exercisable for six months from the date of the closing and have a term of five years and an exercise price of $1.26 per share. The Company allocated $97 to the value of the warrants based on a Black Scholes calculation using a five year expected life, an annual volatility of 62%, a discount rate of 1.6% and no dividends. The value allocated to the warrants was offset against additional paid-in-capital. No warrants were exercised in 2014 or 2015. |
Finance Income (Expense), Net
Finance Income (Expense), Net | 12 Months Ended |
Dec. 31, 2015 | |
Finance Income Expense Net | |
Finance Income (Expense), Net | NOTE 16FINANCE INCOME (EXPENSE), NET Finance income (expense), net consists of the following: Year ended December 31, 2014 2015 Interest income $ 19 $ 26 Interest expense* (196 ) (510 ) Exchange gain, net 48 154 $ (129 ) $ (330 ) * Interest expense in 2015 includes $225 associated with the LT Loan (see Note 3) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 17INCOME TAXES (a) Composition of loss from continuing operations before income taxes is as follows: Year ended December 31, 2014 2015 Domestic $ (8,204 ) $ (9,110 ) Foreign (2,091 ) (308 ) $ (10,295 ) $ (9,418 ) Income tax expense (benefit) consists of the following: Year ended December 31, 2014 2015 Current: Federal $ $ State and local 1 1 Foreign 120 (49 ) 121 (48 ) Deferred: Federal State and local Foreign 43 259 43 259 Total income tax expense $ 164 $ 211 (b) Effective Income Tax Rates Set forth below is reconciliation between the federal tax rate and the Companys effective income tax rates with respect to continuing operations: Year ended December 31, 2014 2015 Statutory Federal rates 34 % 34 % Increase (decrease) in income tax rate resulting from: Tax on foreign activities 8 3 Other, net (primarily permanent differences) (4 ) (2 ) Valuation allowance (40 ) (37 ) Effective income tax rates (2 )% (2 )% (c) Analysis of Deferred Tax Assets and (Liabilities) As of December 31, 2014 2015 Deferred tax assets (liabilities) consist of the following: Employee benefits and deferred compensation $ 1,999 $ 1,754 Asset impairments 5,868 2,693 Other temporary differences 569 (614 ) Net operating loss carryforwards 18,172 22,842 26,608 26,675 Valuation allowance (26,121 ) (26,448 ) Net deferred tax assets $ 487 $ 227 Valuation allowances relate principally net operating loss carryforwards related to the Company's consolidated tax losses as well as state tax losses related the Company's GridSense and OmniMetrix subsidiaries and book-tax differences related asset impairments and stock compensation expense of the Company. During the year ended December 31, 2015, the valuation allowance increased by $327. Deferred tax assets relate to primarily to net operating loss carryforwards at the Company's DSIT subsidiary. Such assets are included in Other current assets ($192 and $141 at December 31, 2014 and 2015, respectively) and Other assets ($295 and $86 at December 31, 2014 and 2015, respectively). During 2015, DSIT recorded a partial valuation allowance ($248) for certain non-current deferred assets due to the uncertainty regarding their utilization. (d) Summary of Tax Loss Carryforwards As of December 31, 2015, the Company had various net operating loss carryforwards expiring as follows: Expiration Federal State Foreign 2023-2035 $ 61,193 $ 20,677 $ Unlimited 2,407 Total $ 61,193 $ 20,677 $ 2,407 (e) Taxation in the United States On October 22, 2004, The American Jobs Creation Act (the Act) was signed into law. The Act includes a deduction of 85% of certain foreign earnings that are repatriated, as defined in the Act. The Companys foreign earnings are derived from the Companys DSIT subsidiary. As a holding company without other business activity in Delaware, the Company is exempt from Delaware state income tax. Thus, the Companys statutory income tax rate on domestic earnings is the federal rate of 34%. (f) Taxation in Israel The income of DSIT is taxed at regular rates. On August 5, 2013, the Law for Changes in National Priorities (Legislative Amendments for Achieving Budget Objectives in the Years 2013 and 2014) - 2013 was published in the Official Gazette, by which the corporate tax rate was raised by 1.5% to a rate of 26.5% for the 2014 calendar year. In January 2016, the Law for the Amendment of the Income Tax Ordinance (No.( 216 was published, enacting a reduction of corporate tax rate beginning in 2016 and thereafter, from 26.5% to 25%. Effective January 1, 2014, DSIT files its income tax returns in Israel as a "Preferred Enterprise". As a Preferred Enterprise, DSIT's corporate income tax rate for 2014 (and beyond) is 16%. (g) Uncertain Tax Positions (UTP) As of December 31, 2014 and 2015, no interest or penalties were accrued on the balance sheet related to UTP. During the years ending December 31, 2014 and 2015, the Company had no changes in unrecognized tax benefits or associated interest and penalties as a result of tax positions made during the current or prior periods with respect to its continuing or discontinued operations. The Company is subject to U.S. Federal and state income tax, Australian income tax (for residual activities) and Israeli income tax. As of January 1, 2016, the Company is no longer subject to examination by U.S. Federal taxing authorities for years before 2012, for years before 2011 for state income taxes, before 2011 for Israeli income taxes and before 2012 for Australian taxes. During 2014, the Companys U.S. Federal income tax returns for the years ended December 31, 2011 through December 31, 2012 were examined by the IRS. No material adjustments were made by the IRS in the course of their audit. |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | NOTE 18RELATED PARTY BALANCES AND TRANSACTIONS The Company recorded consulting and other fees to directors of $122 and $160 for each of the years ended December 31, 2014 and 2015, respectively, all of which are included in Selling, general and administrative expenses. See Note 15(f) for information related to options and stock awards to directors and officers. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | NOTE 19SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (a) General Information As of December 31, 2015, the Companys operations are based upon three operating segments: ● Energy & Security Sonar Solutions. We provide 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 our DSIT Solutions Ltd. ("DSIT") subsidiary. ● Smart Grid Distribution Automation. These products and services are provided by our GridSense Inc. subsidiary ("GridSense") which develops, market and sell remote monitoring and control systems to electric utilities and industrial facilities worldwide. ● Machine-to-Machine Critical Asset Monitoring & Control ("M2M") (formerly Power Generation Monitoring). The M2M segment provides wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications. These activities are performed through the Company's OmniMetrix subsidiary. During 2015, each of the abovementioned activities represented a reportable segment. In addition, our Other segment represents certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities performed by our DSIT subsidiary as well as PM activities (for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies) in our OmniMetrix subsidiary, that do not meet the quantitative thresholds and which may be combined for reporting under applicable accounting principles. The Companys reportable segments are strategic business units, offering different products and services and are managed separately as each business requires different technology and marketing strategies. Similar operating segments are aggregated into one reportable segment. (b) Information about Profit or Loss and Assets The accounting policies of all the segments are those described in the summary of significant accounting policies. The Company evaluates performance based on net income or loss before taxes. The Company does not systematically allocate assets to the divisions of the subsidiaries constituting its consolidated group, unless the division constitutes a significant operation. Accordingly, where a division of a subsidiary constitutes a segment that does not meet the quantitative thresholds of applicable accounting principles, depreciation expense is recorded against the operations of such segment, without allocating the related depreciable assets to that segment. However, where a division of a subsidiary constitutes a segment that does meet the quantitative thresholds, related depreciable assets, along with other identifiable assets, are allocated to such division. The following tables represent segmented data for the years ended December 31, 2015 and 2014: Energy & Security Sonar Solutions GridSense M2M Other Total Year ended December 31, 2015: Revenues from external customers $ 12,093 $ 2,507 $ 2,513 $ 1,942 $ 19,055 Intersegment revenues Segment gross profit 3,834 20 1,472 861 6,187 Impairment of goodwill and intangibles 1,562 1,562 Restructuring and related charges Depreciation and amortization 185 158 70 42 455 Segment income (loss) before income taxes (195 ) (3,921 ) (1,437 ) 104 (5,449 ) Segment assets 15,777 1,107 1,691 739 19,314 Expenditures for segment assets 114 5 -- 18 137 Year ended December 31, 2014: Revenues from external customers $ 11,200 $ 4,493 $ 2,174 $ 1,693 $ 19,560 Intersegment revenues Segment gross profit 3,272 1,297 1,182 888 6,638 Impairment of goodwill and intangibles 1,773 1,773 Restructuring and related charges 198 76 20 294 Depreciation and amortization 287 242 69 48 646 Segment loss before income taxes (414 ) (4,831 ) (1,698 ) 99 (6,844 ) Segment assets 13,367 3,680 1,663 865 19,575 Expenditures for segment assets 278 6 44 328 (c) The following tables represent a reconciliation of the segment data to consolidated statement of operations and balance sheet data for the years ended and as of December 31, 2014 and 2015: Year ended December 31, 2014 2015 Total net loss before income taxes for reportable segments $ (6,943 ) $ (5,553 ) Other operational segment net income (loss) before income taxes 99 104 Segment loss before income taxes (6,844 ) (5,449 ) Unallocated net income (cost) of DSIT headquarters 109 120 Unallocated net cost of corporate headquarters* (3,560 ) (4,029 ) Consolidated net loss before taxes on income $ (10,295 ) $ (9,358 ) * Includes $830 and $582 of stock compensation expense for the years ended December 31, 2014 and 2015, respectively. In the year ended December 31, 2015, includes $225 of interest expense associated with the LT Loan (see Note 3). As of December 31, 2014 2015 Assets: Total assets for reportable segments $ 18,710 $ 18,575 Total assets of other operational segment 865 739 Assets of discontinued operations 143 Unallocated assets of DSIT headquarters 4,580 4,367 Unallocated assets of OmniMetrix headquarters 507 397 Assets of corporate headquarters * 4,738 252 Total consolidated assets $ 29,543 $ 24,330 * Includes $4,672 and $84 of unrestricted cash at December 31, 2014 and 2015, respectively. Other Significant Items Segment Totals Adjustments Consolidated Totals Year ended December 31, 2015 Depreciation and amortization $ 455 17 472 Expenditures for assets 137 27 164 Year ended December 31, 2014 Depreciation and amortization $ 646 $ 2 $ 648 Expenditures for assets 328 65 393 Other adjustments are primarily unallocated DSIT and corporate headquarters data which are not included in the segment information. None of the other adjustments are significant. Year ended December 31, 2014 2015 Revenues based on location of customer: United States $ 5,279 $ 4,900 Israel 7,155 7,699 Asia 4,406 5,587 Oceania 1,725 548 Other 995 321 $ 19,560 $ 19,055 December 31, 2014 2015 Long-lived assets located in the following countries: United States $ 442 $ 322 Israel 638 655 $ 1,080 $ 977 (d) Revenues, Accounts Receivable and Unbilled Revenue Balances from Major Customers All significant revenue, accounts receivable and unbilled revenue balances are with respect to customers in the Energy & Security Sonar Solutions segment. Revenue Accounts Receivable Unbilled Revenue 2014 2015 2014 2015 2014 2015 Customer Balance % Balance % Balance % Balance % Balance % Balance % A * * $ 2,701 14 % * * * * * * * * B $ 3,997 20 % $ 2,735 14 % $ 1,135 23 % $ 1,844 28 % $ 2,788 35 % $ 1,507 39 % C * * $ 2,889 15 % * * $ 1,049 16 % * * $ 1,087 28 % D $ 1,940 10 % $ 2,200 12 % * * $ 834 12 % $ 1,402 18 % * * E * * * * * * $ 1,112 17 % $ 979 12 % * * F * * * * * * * * * * $ 408 11 % G * * * * * * * * $ 1,266 16 % * * * Balance is not significant |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments | |
Financial Instruments | NOTE 20FINANCIAL INSTRUMENTS Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 21FAIR 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 December 31, 2015 Level 1 Level 2 Level 3 Total Restricted deposits current $ 2,172 $ 2,172 Restricted deposits non-current 2,951 2,951 Derivative liabilities (4 ) (4 ) Total $ 5,119 $ $ $ 5,119 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 December 31, 2016. DSIT has also provided $2,951 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 (see Note 15(a)). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22SUBSEQUENT EVENTS Sale of interest in DSIT On January 28, 2016, the Company entered into a Share Purchase Agreement for the sale of a 50% strategic interest in its DSIT Solutions, Ltd. business to Rafael Advanced Defense Systems Ltd., a major Israeli defense company (the DSIT Transaction). Acorn expects to receive gross proceeds of approximately $4,913 before escrow, fees and taxes. Acorn is also eligible to receive its pro-rata share of a $1,000 earn-out over a three-year period. In addition to customary closing conditions, the DSIT Transaction requires the approval of the Israeli Ministry of Defense and the Israeli Anti-Trust Authority. Both approvals have already been received. Acorn expects that the DSIT Transaction will close in the first two weeks of April 2016. Following the sale, Acorn will own approximately 41.2% of DSIT. Loans from Directors In January 2016, the Company borrowed a total of $300 ($200 from one director and $100 from the other director) under promissory notes which mature three days following the receipt of proceeds from the closing of the DSIT Transaction. In March 2016, the Company borrowed an additional $75 from another director. Upon maturity, the Company is to pay to each director a single payment equal to 115% of the amounts borrowed under the promissory notes. The lender of the most recent loan has agreed to lend the Company up to an additional $75 upon request by the Company under similar terms. Resignation of the Companys President and CEO Effective January 28, 2016, the Companys President and CEO (John A. Moore) tendered his resignation to the Board. The Board determined that such resignation was for Good Reason as such term is defined under Mr. Moores Employment Agreement. Accordingly, commencing on or about July 28, 2016 and continuing until on or about July 27, 2017, the Company shall make aggregate severance payments to Mr. Moore of $425 as severance payment. The Company shall make such severance payment in accordance with its regular payroll practices. In addition, the Company will reimburse Mr. Moore up to an aggregate of $17 over the next twelve months for the costs associated with Mr. Moores medical insurance. In addition, in accordance with his Employment Agreement, all of Mr. Moores unvested options become vested as of the date of his resignation. Appointment of new President and CEO Effective January 28, 2016, Acorn engaged Jan H. Loeb to be the Companys President and CEO under a consulting agreement (the Consulting Agreement) with a company (the Consultant) managed by Mr. Loeb. Under the Agreement, the Consultant is to be paid a monthly fee of $17 for the term of the Consulting Agreement (through January 7, 2017). Pursuant to the Consulting Agreement, on March 16, 2016, Acorn issued to the Consultant, for nominal consideration, warrants exercisable for 35,000 shares of Acorn common stock. The exercise price of the warrants is $0.13 per share. One-fourth of the warrants are immediately exercisable; the remainder becomes exercisable in equal increments on each of June 16, 2016, September 16, 2016 and December 16, 2016. The warrants expire on the earlier of (a) March 16, 2023 and (b) 18 months from the date Mr. Loeb ceases to be a director, officer, employee or consultant of Acorn. Special Meeting of the Stockholders of the Company On March 16, 2016, a Special Meeting of the stockholders of the Company was held which approved a proposal to amend the Companys restated certificate of incorporation to increase the number of authorized shares of common stock of the Company from 30,000,000 to 42,000,000. OmniMetrix Line-of-Credit In February 2016, OmniMetrix signed a Loan and Security Agreement with a lender providing OmniMetrix with access to accounts receivable formula-based financing of up to $500. Debt incurred under this financing arrangement bears interest at the greater of prime (3.5% at December 31, 2015) plus 2% or 6% per year. In addition, OmniMetrix must pay a monthly service charge of 1.125% of the average aggregate principal amount outstanding for the prior month. Currently, while the Loan and Security Agreement reflects a $500 credit line, the lender has imposed a sublimit of $300 and has sole discretion as to when to remove the sublimit. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, subsidiaries are companies that are over 50% controlled, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation; profits from intercompany sales, are also eliminated; non-controlling interests are included in equity. |
Discontinued Operations | Discontinued Operations In March 2015, the Company announced that it stopped funding USSI and that USSI had effectively suspended operations and terminated substantially all employees. 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). On September 30, 2015, USSI filed for a Chapter 7 Bankruptcy. Accordingly, the Company is reporting its USSI subsidiary as discontinued operations in its consolidated financial statements for all periods presented (see Note 4). |
Functional Currency and Foreign Currency Transactions | Functional Currency and Foreign Currency Transactions The currency of the primary economic environment in which the operations of Acorn and its U.S. subsidiaries are conducted is the United States dollar (dollar). Accordingly, the Company and all of its U.S. subsidiaries use the dollar as their functional currency. The financial statements of the Companys Israeli subsidiary whose functional currency is the New Israeli Shekel (NIS) have been translated in accordance with applicable accounting principles. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as Accumulated Other Comprehensive Income. Gains and losses on foreign currency transactions and exchange gains and losses denominated in non-functional currencies are reflected in finance income (expense), net, in the Consolidated Statements of Operations when they arise. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments, which include money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of trade receivables. Trade receivables are recorded at the invoiced amount. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. If the financial condition of the Companys funding parties or customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company performs ongoing credit evaluations of its customers and does not require collateral. During the years ended December 31, 2014 and 2015, $142 and $85 was charged to expense, respectively. At December 31, 2014 and 2015, the balance in allowance for doubtful accounts was $143 and $20, respectively. |
Inventory | Inventory Inventories are comprised of components (raw materials), work-in-process and finished goods, which are measured at the lower of cost or market. DSIT - Raw materials inventory is comprised of arrays and receivers related to diver detection sonar (DDS) and portable diver detection sonar (PDDS) systems. Work-in-process inventory is primarily comprised of PDDS systems that have commenced with assembly as well as capitalized labor and overhead. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and shipping costs. GridSense - Raw materials inventory is generally comprised of: electrical components, circuit boards, mechanical fasteners, and housings. Work-in-process inventory is primarily comprised of units that have commenced with assembly as well as capitalized labor and overhead. Finished goods inventory consists of fully assembled units ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and shipping costs. OmniMetrix - Raw materials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consists of fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and applicable shipping costs. All inventories are periodically reviewed for impairment related to slow-moving and obsolete inventory. |
Non-Controlling Interests | Non-Controlling Interests The Financial Accounting Standards Board (FASB) requires that non-controlling interests be reported as a component of equity, changes in a parents ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and upon a loss of control, retained ownership interest be re-measured at fair value, with any gain or loss recognized in earnings. The Company attributes income and losses to the non-controlling interests associated with DSIT, OmniMetrix and USSI (which are included in discontinued operations See Note 4). |
Property and Equipment | Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets Goodwill and intangible assets determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually. Intangible assets that have finite useful lives (e.g. purchased technology), are recorded at fair value at the time of the acquisition, and are carried at such value less accumulated amortization. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, a portion of which is allocated to cost of sales. Intangible assets are reviewed for impairment in accordance applicable accounting principles. The Company assesses annually whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. The Company performs its annual impairment test in the fourth quarter of each year. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The Company has identified its operating segments as its reporting units for purposes of the impairment test. The Companys existing goodwill is associated with its Energy & Security Sonar Solutions segment. See Note 10. In 2011, the FASB issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess 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 as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. If the Company determined that is was necessary to perform a two-step goodwill impairment test, it would determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, there is an indication that the reporting unit goodwill may be impaired and a second step of the impairment test is performed to determine the amount of the impairment to be recognized, if any. See Note 10(a) for the impairment charges recorded in 2014 and 2015. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets including certain intangible assets are reviewed 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 undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. See Note 10(b) for the impairment charge recorded in 2015. |
Treasury Stock | Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is charged to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. |
Revenue Recognition | Revenue Recognition The Companys revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Companys sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. If revenue recognition criteria are not satisfied, amounts received from customers are classified as deferred revenue on the balance sheet until such time as the revenue recognition criteria are met. Revenues from fixed-price contracts which require significant production, modification and/or customization to customer specifications are recognized using the percentage-of-completion method. Percentage-of-completion estimates are in man-months of labor and are reviewed periodically, and any adjustments required are reflected in the period when such estimates are revised. Losses on contracts, if any, are recognized in the period in which the loss is determined. Such revenues are recorded by DSIT in the Consolidated Statement of Operations in revenues from Projects. In 2014, DSIT encountered significant changes in estimate for a material project due to increased estimated installation costs of its AquaShield TM Revenue from sales of monitoring equipment is recognized at the time title to the equipment and significant risks of ownership pass to the customer (which is generally upon shipment), when all significant contractual obligations have been satisfied and collection is reasonably assured. Equipment and customer support services revenue is recognized upon delivery of the systems when persuasive evidence of an arrangement exists that includes obtaining a written agreement in the form of a sales order with the customer, collection is probable, and the fee is fixed and determinable. Such revenues are recorded by GridSense in the Consolidated Statement of Operations in revenues from Products. Sales of OmniMetrix monitoring systems have multiple elements, including equipment, installation and monitoring services. OmniMetrix equipment and related installations do not qualify as a separate unit of accounting. As a result, revenues (and related costs) associated with sale of equipment and related installations are recorded to deferred revenue (and deferred charges) upon activation for Power Generator monitoring (PG) units or upon shipment for Cathodic Protection units. Revenue and related costs with respect to the sale of equipment and related installations are recognized over the estimated life of the customer relationship which is estimated to be 24 months. Such revenues are recorded by OmniMetrix in the Consolidated Statement of Operations as Product revenues. Revenues from the prepayment of monitoring fees (generally paid 12 months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period. Such revenues are recorded by OmniMetrix in the Consolidated Statement of Operations as Service revenues. Revenues from DSITs consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as services are provided. |
Unbilled Revenue | Unbilled Revenue Revenues may be earned by DSIT for those services in advance of amounts billable to the customer and are recognized when the service is performed. Revenues recognized in excess of amounts billed for projects in process are recorded as unbilled revenue. Such amounts are generally billed upon the completion of a project milestone. |
Warranty Provision | Warranty Provision The Companys DSIT subsidiary generally grants its customers a one-to-two-year warranty on its projects. Each of the Companys GridSense and OmniMetrix subsidiaries generally grants their customers a one-year warranty on their respective products. Estimated warranty obligations are provided for as a cost of sales in the period in which the related revenues are recognized, based on managements estimate of future potential warranty obligations and limited historical experience. Adjustments are made to accruals as warranty claim data and historical experience warrant. The Companys warranty obligations may be materially affected by product or service failure rates and other costs incurred in correcting a product or service failure. Should actual product or service failure rates or other related costs differ from the Companys estimates, revisions to the accrued warranty liability would be required. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, restricted deposits, escrow deposits, accounts receivable and unbilled revenues. The Companys cash, cash equivalents, restricted cash and escrow deposits were deposited primarily with U.S. and Israeli banks and other financial institutions and amounted to $5,395 at December 31, 2015. The Company uses major banks and brokerage firms to invest its cash and cash equivalents and escrow deposits, primarily in money market funds. The counterparties to the Companys restricted deposits are two major Israeli banks. The Company does not believe there is significant risk of non-performance by these counterparties. Related credit risk would result from a default by the financial institutions or issuers of investments to the extent of the recorded carrying value of these assets. See Note 19 (d) with respect to revenues from significant and Note 19(e) with respect to concentrations of trade receivables and unbilled revenue. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of labor and related expenses and are charged to operations as incurred. Participation by third parties in the Companys research and development costs as well as credits arising from qualifying research and experimental development expenditures are netted against research and development. |
Advertising Expenses | Advertising Expenses Advertising expenses are charged to operations as incurred. Advertising expense was $26 and $33 for each of the years ended December 31, 2014 and 2015, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (Black-Scholes) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employees requisite service period (generally the vesting period of the equity grant). The Companys option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 15(d) for the assumptions used to calculate the fair value of stock-based employee compensation. Upon the exercise of options, it is the Companys policy to issue new shares rather than utilizing treasury shares. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflects 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, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. At December 31, 2014 and 2015, U.S. income taxes were not provided on undistributed earnings of the Companys DSIT subsidiary because such earnings have been reinvested in foreign operations. If those earnings were repatriated to the U.S., the Company would not expect to owe additional U.S. income taxes due to the utilization of net operating loss carryovers. |
Income Tax Uncertainties | Income Tax Uncertainties The calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net loss per share if doing so would be antidilutive. The weighted average number of options and warrants that were excluded from the computation of diluted net loss per share, as they had an antidilutive effect, was approximately 2,386,000 and 5,001,000 for the years ending December 31, 2014 and 2015, respectively. The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2014 2015 Net loss available to common stockholders $ (27,145 ) $ (10,599 ) Weighted average shares outstanding: -Basic 22,844 26,803 Add: Warrants Add: Stock options -Diluted 22,844 26,803 Basic and diluted net loss per share $ (1.19 ) $ (0.40 ) |
Fair Value Measurement | Fair Value Measurement The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. See Notes 15, 20 and 21. |
Recently Issued Accounting Principles | Recently Issued Accounting Principles Other than the announcement noted below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2015, that are of material significance, or have potential material significance, to the Company. In August 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-15 Presentation of Financial StatementsGoing Concern, outlining managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. We do not anticipate a material impact to our financial statements as a result of this change. In April 2015, the FASB issued Accounting Standards update 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 changes the presentation of debt issuance costs in financial statements, by requiring them to be presented in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs is reported as interest expense. There is no change to the current guidance on the recognition and measurement of debt issuance costs. For public business entities, ASU 2015-03 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-03 to have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which revises an entitys accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company is currently assessing the impact of ASU 2016-01 on its financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessees obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessees right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. |
Reclassifications | Reclassifications Certain reclassifications have been made to the Companys prior years consolidated financial statements to conform to the current years consolidated financial statement presentation. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Effect On Net Income and Weighted Average Number of Shares | The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2014 2015 Net loss available to common stockholders $ (27,145 ) $ (10,599 ) Weighted average shares outstanding: -Basic 22,844 26,803 Add: Warrants Add: Stock options -Diluted 22,844 26,803 Basic and diluted net loss per share $ (1.19 ) $ (0.40 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2014 and 2015 are presented below: Year ended December 31, 2014 2015 Revenues $ 556 $ 163 Gross profit $ (1,043 ) $ (68 ) Net loss $ (19,140 ) $ (772 ) Loss on deconsolidation $ (401 ) Loss from discontinued operations, net of income taxes $ (19,140 ) $ (1,173 ) |
Restructuring and Related Cha34
Restructuring and Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table summarizes GridSense's restructuring charges during the years ended December 31, 2014 and 2015: Years ended December 31, 2014 2015 Employee severance and termination benefits $ 119 $ Other 79 Total $ 198 $ |
Summary of Activity Related to Restructuring | The following table presents activity during the years ended December 31, 2014 and 2015 related to GridSense's restructuring: Employee severance and termination benefits Facilities Other Total Balance at December 31, 2013 $ 63 $ $ $ 63 Provision 119 7 72 198 Cash payments (144 ) (7 ) (72 ) (223 ) Balance at December 31, 2014 38 38 Adjustment (4 ) (4 ) Cash payments Balance at December 31, 2015 $ 34 $ $ $ 34 The following table presents activity during the years ended December 31, 2014 and 2015 related to OmniMetrix's restructuring: Employee severance and termination benefits Facilities Fixed asset impairments Total Balance at December 31, 2013 $ 45 $ 194 $ $ 239 Provision 96 96 Cash payments (45 ) (42 ) (87 ) Balance at December 31, 2014 248 248 Provision Cash payments (44 ) (44 ) Balance at December 31, 2015 $ $ 204 $ $ 204 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2014 2015 Raw materials $ 682 $ 258 Work-in-process 275 351 Finished goods 417 393 $ 1,374 $ 1,002 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: As of December 31, 2014 2015 Prepaid expenses and deposits $ 492 $ 504 Deferred costs 549 813 Deferred taxes 192 141 Funded severance assets 203 51 Employee advances 105 105 R&D participation receivable 226 168 Other 46 95 $ 1,813 $ 1,877 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | NOTE 9PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: Estimated Useful Life (in years) As of December 31, 2014 2015 Cost: Computer hardware and software 2 - 5 $ 1,173 $ 1,296 Equipment 3 - 14 1,082 1,154 Leasehold improvements Term of lease 903 900 3,158 3,350 Accumulated depreciation and amortization Computer hardware and software 694 1,202 Equipment 911 624 Leasehold improvements 473 547 2,078 2,373 Property and equipment, net $ 1,080 $ 977 Depreciation and amortization in respect of property and equipment amounted to $366 and $350 for 2014 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, 2013 to December 31, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Total Balance at December 31, 2013 $ 581 $ 2,446 $ 3,027 Impairment (1,773 ) (1,773 ) Translation adjustment (63 ) (160 ) (223 ) Balance at December 31, 2014 518 513 1,031 Impairment (513 ) (513 ) Translation adjustment (2 ) (2 ) Balance at December 31, 2015 $ 516 $ $ 516 |
Schedule of Changes in Carrying Amounts and Accumulated Amortization of Intangible Assets | The changes in the carrying amounts of intangible assets and associated accumulated amortization from December 31, 2013 to December 31, 2015 were as follows: Energy & Security Sonar Solutions segment Smart Grid Distribution Automation segment Cost A.A.* Cost A.A.* Total Balance as of December 31, 2013 $ 572 $ (482 ) $ 2,271 $ (811 ) $ 1,550 Amortization (82 ) (200 ) (282 ) Cumulative translation adjustment (61 ) 53 (96 ) 47 (57 ) Balance as of December 31, 2014 511 (511 ) 2,175 (964 ) 1,211 Amortization (123 ) (123 ) Impairment (1,049 ) (1,049 ) Cumulative translation adjustment (116 ) 77 (39 ) Balance as of December 31, 2015 $ 511 $ (511 ) $ 1,010 $ (1,010 ) $ * Accumulated amortization |
Bank Debt and Other Debt (Table
Bank Debt and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Bank Debt and Other Debt | As of December 31, 2014 2015 DSIT line-of-credit $ 2,169 $ 979 DSIT borrowings against receivables 262 862 GridSense line-of-credit 1,480 GridSense borrowings against receivables 379 138 DSIT term loan 205 75 Total bank debt and borrowings against receivables 4,495 2,054 Less non-current portion 76 Short-term bank credit and current maturities of long-term debt $ 4,419 $ 2,054 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Components of Other Current Liabilities | Other current liabilities consist of the following: As of December 31, 2014 2015 Accrued expenses $ 2,519 $ 2,207 Taxes 117 157 Warranty provision 222 316 Restructuring liabilities 82 79 Other 88 37 $ 3,028 $ 2,796 |
Accrued Severance, Severance 41
Accrued Severance, Severance Assets and Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Breakdown of Company's Severance Liability and Severance Assets | NOTE 13ACCRUED SEVERANCE, SEVERANCE ASSETS AND RETIREMENT PLANS (a) Accrued Severance and Severance Assets (i) Israeli labor law and certain employee contracts generally require payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company has recorded under liability for employee termination benefits the amount that would be paid if all its Israeli employees were dismissed at the balance sheet date, on an undiscounted basis, in accordance with Israeli labor law. This liability is computed based upon the employees number of years of service and salary components, which in the opinion of management create entitlement to severance pay in accordance with labor agreements in force. The amounts due were determined based on the employees current salary rates and the number of service years that will be accumulated upon their retirement date. The non-current portion of the liability is reflected on the Companys Consolidated Balance Sheets as Accrued severance while the current portion of the liability is reflected on the Companys Consolidated Balance Sheets in Accrued payroll, payroll taxes and social benefits. The liability is partially funded by sums deposited in dedicated funds in respect of employee termination benefits and is reflected on the Companys Consolidated Balance Sheets as Severance assets. For certain Israeli employees, the Companys liability is covered mainly by regular contributions to defined contribution plans. These funded amounts are not reflected in the balance sheets, since they are not under the control and management of the Company. (ii) Severance pay contributions to dedicated funds amounted to $411 and $375 for the years ended December 31, 2014 and 2015, respectively. (iii) The Company expects to contribute approximately $394 in respect of its severance pay obligations in the year ending December 31, 2016. (iv) The table below provides a breakdown of the Company's severance liability and severance assets as of December 31, 2014 and 2015. As of December 31, 2014 2015 Current severance liability (included in Accrued payroll, payroll taxes and social benefits) $ 200 $ 41 Non-current severance liability 4,594 4,984 Total severance liability $ 4,794 $ 5,025 Amount of the total severance liability with respect to employees reaching legal retirement age in Israel in the next 10 years $ 1,588 $ 1,501 Current severance assets (included in Other current assets) $ 203 $ 51 Non-current severance assets 3,256 3,558 Total severance assets $ 3,459 $ 3,609 Amount of the total severance assets with respect to employees reaching legal retirement age in Israel in the next 10 years $ 1,156 $ 1,059 The timing of actual payment of the severance liability is uncertain as employees may continue to work beyond the legal retirement age. The liability has not been reduced to reflect any amounts already deposited in dedicated funds with respect to those employees, nor does it include future deposits. (b) Defined Contribution Plans The Company maintains a defined contribution plan for its U.S. salaried employees meeting age and service requirements, which allows participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. The Company contributes 3% of employees' salaries for those meeting the age and service requirements. The expense related to the employer portion for the years ending December 31, 2014 and 2015 was $218 (including $125 related to discontinued operations) and $100 (including $25 related to discontinued operations), respectively. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments on Non-Cancelable Operating Leases | Future minimum lease payments on non-cancelable operating leases as of December 31, 2015 are as follows: Years ending December 31, 2016 $ 581 2017 515 2018 509 2019 151 2020 -- 2021 and thereafter -- $ 1,756 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): 2014 2015 Risk-free interest rate 2.1 % 2.1 % Expected term of options, in years 7.0 8.6 Expected annual volatility 64 % 63 % Expected dividend yield % % Determined weighted average grant date fair value per option $ 1.36 $ 0.51 |
Summary of Stock Option Plans | A summary of the Companys option plans as of December 31, 2014 and 2015, as well as changes during each of the years then ended, is presented below: 2014 2015 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 1,401,658 $ 5.49 1,812,428 $ 4.51 Granted at market price 664,103 2.14 687,654 0.75 Exercised * (33,938 ) 2.51 Forfeited or expired (219,395 ) 3.96 (135,164 ) 2.91 Outstanding at end of year 1,812,428 4.51 2,364,918 3.51 Exercisable at end of year 1,128,434 $ 5.56 1,778,503 $ 4.16 * All shares issued in connection with option exercises were newly issued shares. |
Summary of Option Exercises between Cashless Net Exercises and Cash Exercises | The breakdown of option exercises between cashless net exercises and cash exercises is as follows the year ended December 31, 2014 (there were no option exercises in the year ended December 31, 2015): Shares granted in net exercise of options Options forfeited in net exercise of options Total net exercise options Weighted average exercise price for net exercise options Options exercised for cash Weighted average exercise price for options exercised for cash Year ended December 31, 2014 33,938 76,062 110,000 $ 2.51 |
Summary Information Regarding to Options Outstanding and Exercisable | Summary information regarding the options outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $0.20 $1.06 802,454 7.8 $ 0.79 362,025 $ 0.85 $1.68 $2.56 342,152 5.6 $ 1.76 288,818 $ 1.77 $3.51 $5.00 426,264 3.4 $ 4.19 361,946 $ 4.22 $5.05 $5.91 320,000 2.4 $ 5.21 320,000 $ 5.21 $6.31 - $7.57 310,689 4.1 $ 6.95 290,689 $ 6.91 $7.60 - $11.42 163,359 3.8 $ 8.82 155,025 $ 8.87 2,364,918 1,778,503 |
Stock-Based Compensation Expense Included In Statements of Operations | Stock-based compensation expense included in the Companys Consolidated Statements of Operations was: Year ended December 31, 2014 2015 Cost of sales* $ 2 $ 16 Research and development expense* 33 4 Selling, general and administrative expense* 830 641 Total $ 865 $ 661 * Includes $16, $4 and $59 in in Cost of sales, Research and development expense and Selling, general and administrative expense, respectively, for the year ended December 31, 2015 with respect to DSIT. Includes $2 in Cost of sales in the year ended December 31, 2014 with respect to DSIT. See Note 4 with respect to stock-based compensation expense associated with discontinued operations. |
Summary Status of DSIT Plan | A summary status of the DSIT Plan as of December 31, 2014 and 2015, as well as changes during the years then ended, is presented below: 2014 2015 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 243,924 $ 1.78 239,524 $ 1.67 Granted at fair value $ $ Exercised $ $ Forfeited (4,400 ) $ 2.41 $ Outstanding at end of year 239,524 $ 1.67 239,524 $ 1.65 Exercisable at end of year 101,904 $ 1.45 239,524 $ 1.65 |
Summary Information Regarding Options Plan Outstanding and Exercisable | Summary information regarding the options under the Plan outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $1.05 $1.26 147,770 2.6 $ 1.18 147,770 $ 1.18 $2.40* 91,754 2.6 $ 2.40 91,754 $ 2.40 239,524 $ 1.65 239,524 $ 1.65 *The exercise price of these options are NIS 9.38 translated to US dollars using the year end exchange rates (NIS 3.89 and NIS 3.90 for the years ended December 31, 2014 and 2015, respectively). |
Summary of Warrant Activity | The Company has issued warrants at exercise prices equal to or greater than market value of the Companys common stock at the date of issuance. A summary of warrant activity follows: 2014 2015 Number of shares underlying warrants Weighted Average Exercise Price Number of shares underlying warrants Weighted Average Exercise Price Outstanding at beginning of year 285,281 $ 3.18 2,642,423 $ 1.50 Granted 2,357,142 $ 1.30 Exercised Forfeited or expired (23,000 ) $ 3.68 Outstanding and exercisable at end of year 2,642,423 $ 1.50 2,619,423 $ 1.48 |
Finance Income (Expense), Net (
Finance Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Finance Income Expense Net | |
Schedule of Finance Income (Expense), Net | Finance income (expense), net consists of the following: Year ended December 31, 2014 2015 Interest income $ 19 $ 26 Interest expense* (196 ) (510 ) Exchange gain, net 48 154 $ (129 ) $ (330 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Composition of Loss from Continuing Operations before Income Taxes | (a) Composition of loss from continuing operations before income taxes is as follows: Year ended December 31, 2014 2015 Domestic $ (8,204 ) $ (9,110 ) Foreign (2,091 ) (308 ) $ (10,295 ) $ (9,418 ) |
Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consists of the following: Year ended December 31, 2014 2015 Current: Federal $ $ State and local 1 1 Foreign 120 (49 ) 121 (48 ) Deferred: Federal State and local Foreign 43 259 43 259 Total income tax expense $ 164 $ 211 |
Summary of Reconcilation Between Federal Tax Rate | Set forth below is reconciliation between the federal tax rate and the Companys effective income tax rates with respect to continuing operations: Year ended December 31, 2014 2015 Statutory Federal rates 34 % 34 % Increase (decrease) in income tax rate resulting from: Tax on foreign activities 8 3 Other, net (primarily permanent differences) (4 ) (2 ) Valuation allowance (40 ) (37 ) Effective income tax rates (2 )% (2 )% |
Schedule of Deferred Tax Assets and Liabiliites | (c) Analysis of Deferred Tax Assets and (Liabilities) As of December 31, 2014 2015 Deferred tax assets (liabilities) consist of the following: Employee benefits and deferred compensation $ 1,999 $ 1,754 Asset impairments 5,868 2,693 Other temporary differences 569 (614 ) Net operating loss carryforwards 18,172 22,842 26,608 26,675 Valuation allowance (26,121 ) (26,448 ) Net deferred tax assets $ 487 $ 227 |
Summary of Tax Loss Carryforwards | As of December 31, 2015, the Company had various net operating loss carryforwards expiring as follows: Expiration Federal State Foreign 2023-2035 $ 61,193 $ 20,677 $ Unlimited 2,407 Total $ 61,193 $ 20,677 $ 2,407 |
Segment Reporting and Geograp46
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | The following tables represent segmented data for the years ended December 31, 2015 and 2014: Energy & Security Sonar Solutions GridSense M2M Other Total Year ended December 31, 2015: Revenues from external customers $ 12,093 $ 2,507 $ 2,513 $ 1,942 $ 19,055 Intersegment revenues Segment gross profit 3,834 20 1,472 861 6,187 Impairment of goodwill and intangibles 1,562 1,562 Restructuring and related charges Depreciation and amortization 185 158 70 42 455 Segment income (loss) before income taxes (195 ) (3,921 ) (1,437 ) 104 (5,449 ) Segment assets 15,777 1,107 1,691 739 19,314 Expenditures for segment assets 114 5 -- 18 137 Year ended December 31, 2014: Revenues from external customers $ 11,200 $ 4,493 $ 2,174 $ 1,693 $ 19,560 Intersegment revenues Segment gross profit 3,272 1,297 1,182 888 6,638 Impairment of goodwill and intangibles 1,773 1,773 Restructuring and related charges 198 76 20 294 Depreciation and amortization 287 242 69 48 646 Segment loss before income taxes (414 ) (4,831 ) (1,698 ) 99 (6,844 ) Segment assets 13,367 3,680 1,663 865 19,575 Expenditures for segment assets 278 6 44 328 |
Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations | The following tables represent a reconciliation of the segment data to consolidated statement of operations and balance sheet data for the years ended and as of December 31, 2014 and 2015: Year ended December 31, 2014 2015 Total net loss before income taxes for reportable segments $ (6,943 ) $ (5,553 ) Other operational segment net income (loss) before income taxes 99 104 Segment loss before income taxes (6,844 ) (5,449 ) Unallocated net income (cost) of DSIT headquarters 109 120 Unallocated net cost of corporate headquarters* (3,560 ) (4,029 ) Consolidated net loss before taxes on income $ (10,295 ) $ (9,358 ) * Includes $830 and $582 of stock compensation expense for the years ended December 31, 2014 and 2015, respectively. In the year ended December 31, 2015, includes $225 of interest expense associated with the LT Loan (see Note 3). |
Reconciliation of Segment Data to Consolidated Statement Balance Sheet | As of December 31, 2014 2015 Assets: Total assets for reportable segments $ 18,710 $ 18,575 Total assets of other operational segment 865 739 Assets of discontinued operations 143 Unallocated assets of DSIT headquarters 4,580 4,367 Unallocated assets of OmniMetrix headquarters 507 397 Assets of corporate headquarters * 4,738 252 Total consolidated assets $ 29,543 $ 24,330 * Includes $4,672 and $84 of unrestricted cash at December 31, 2014 and 2015, respectively. |
Reconciliation of Segment Assets - Other Significant Items | Other Significant Items Segment Totals Adjustments Consolidated Totals Year ended December 31, 2015 Depreciation and amortization $ 455 17 472 Expenditures for assets 137 27 164 Year ended December 31, 2014 Depreciation and amortization $ 646 $ 2 $ 648 Expenditures for assets 328 65 393 |
Schedule of Revenue from External Customers by Geographical Areas | Other adjustments are primarily unallocated DSIT and corporate headquarters data which are not included in the segment information. None of the other adjustments are significant. Year ended December 31, 2014 2015 Revenues based on location of customer: United States $ 5,279 $ 4,900 Israel 7,155 7,699 Asia 4,406 5,587 Oceania 1,725 548 Other 995 321 $ 19,560 $ 19,055 |
Schedule of Long Lived Assets by Geographic Areas | December 31, 2014 2015 Long-lived assets located in the following countries: United States $ 442 $ 322 Israel 638 655 $ 1,080 $ 977 |
Revenues, Accounts Receivable and Unbilled Revenue from Major Customers | All significant revenue, accounts receivable and unbilled revenue balances are with respect to customers in the Energy & Security Sonar Solutions segment. Revenue Accounts Receivable Unbilled Revenue 2014 2015 2014 2015 2014 2015 Customer Balance % Balance % Balance % Balance % Balance % Balance % A * * $ 2,701 14 % * * * * * * * * B $ 3,997 20 % $ 2,735 14 % $ 1,135 23 % $ 1,844 28 % $ 2,788 35 % $ 1,507 39 % C * * $ 2,889 15 % * * $ 1,049 16 % * * $ 1,087 28 % D $ 1,940 10 % $ 2,200 12 % * * $ 834 12 % $ 1,402 18 % * * E * * * * * * $ 1,112 17 % $ 979 12 % * * F * * * * * * * * * * $ 408 11 % G * * * * * * * * $ 1,266 16 % * * * Balance is not significant |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 Level 1 Level 2 Level 3 Total Restricted deposits current $ 2,172 $ 2,172 Restricted deposits non-current 2,951 2,951 Derivative liabilities (4 ) (4 ) Total $ 5,119 $ $ $ 5,119 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 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)Directors | |
Non-escrow corporate cash and cash equivalents | $ 100 |
Maximum amount of cash balance | 5,395 |
Proceeds from sale before escrow, transaction fees and taxes | $ 4,913 |
Directors Member] | January 2016 and March 2016 [Member] | |
Number of directors | Directors | 3 |
Borrowed amount | $ 375 |
Leap Tide Member] | |
Debt repayment | $ 2,000 |
Sales Revenue [Member] | |
Sales percentage | 20.00% |
DSIT Solutions, Ltd. [Member] | |
Advances recevied | $ 594 |
Maximum [Member] | |
Maximum amount of cash balance | 5 |
Directors Member] | |
Related party borrowings | 300 |
Directors Member] | March 2016 [Member] | |
Related party borrowings | 75 |
Directors Member] | January 2016 [Member] | |
Related party borrowings | $ 75 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Short term bank deposits | 3 months | |
Allowance for doubtful accounts | $ 20 | $ 143 |
Increased (decreased) operating income | $ 1,152 | |
Increased (decreased) basic per share | $ 0.05 | |
Cash | 5,395 | |
Cash equivalents investments, description | money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. | |
Advertising expenses | $ 33 | $ 26 |
Weighted average number of options and warrants | 5,001,000 | 2,386,000 |
Trade Accounts Receivable [Member] | ||
Charged expense | $ 85 | $ 142 |
Subsidiaries [Member] | ||
Percentage of controlled interest | 50.00% |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedule of Effect On Net Income and Weighted Average Number of Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Net loss available to common stockholders | $ (10,599) | $ (27,145) |
Weighted average shares outstanding: Basic | 26,803 | 22,844 |
Add: Warrants | ||
Add: Stock options | ||
Weighted average shares outstanding: Diluted | 26,803 | 22,844 |
Basic and diluted net loss per share | $ (0.40) | $ (1.19) |
Leap Tide Financing Transacti51
Leap Tide Financing Transaction (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Amount of proceeds deposited in escrow account | $ 100 | ||
Initial shares value | $ (4,007) | ||
Liability and interest expense with respect to the market value of the common stock | 86 | ||
Leap Tide Capital Partners LLC [Member] | |||
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 | ||
Debt instrument term | 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. | ||
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] | |||
Initial shares value | $ 162 | ||
Loan amortized over period | 1 year | ||
Amortized debt discount | $ 62 | ||
Remaining debt discount | $ 100 | ||
Entitled to vested share rights | 820,708 | ||
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 | ||
LT Loan [Member] | |||
Accrued interest | $ 50 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - U.S. Seismic Systems, Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 25, 2015 |
Debt interest rate | 11.50% | |||
Debt due to bank | $ 725 | |||
Deconsolidation gain or loss amount | $ 401 | $ 401 | ||
Stock-based compensation expense | $ 79 | $ 4 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 29, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 172 | $ 4,821 | |
Other current assets | 1,877 | 1,813 | |
Total assets | 24,330 | 29,543 | |
Accounts payable | 3,296 | 2,187 | |
Other current liabilities | $ 2,796 | 3,028 | |
U.S. Seismic Systems, Inc [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 - Sch54
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues | $ 19,055 | $ 19,560 | |
Gross profit | 6,187 | 6,638 | |
Net loss | (10,802) | (29,599) | |
U.S. Seismic Systems, Inc [Member] | |||
Loss on deconsolidation | $ (401) | (401) | |
U.S. Seismic Systems, Inc [Member] | Discontinued Operations [Member] | |||
Revenues | 163 | 556 | |
Gross profit | (68) | (1,043) | |
Net loss | (772) | $ (19,140) | |
Loss on deconsolidation | (401) | ||
Loss from discontinued operations, net of income taxes | $ (1,173) | $ (19,140) |
Investments in Subsidiaries (De
Investments in Subsidiaries (Details Narrative) - USD ($) $ in Thousands | Nov. 20, 2015 | Oct. 16, 2015 | Jan. 02, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 |
Increase in non-controlling interests | $ 1,000 | |||||||
U.S. Seismic Systems, Inc [Member] | ||||||||
Percentage of conversion stock | 95.70% | |||||||
Invested in common shares | $ 7,584 | |||||||
Cash investment | 5,355 | $ 5,355 | ||||||
Acorn common shares | 2,229 | |||||||
Additional purchase value of preferred stock | $ 16,750 | |||||||
Lent additional loan | $ 10,058 | |||||||
Loan bears interest rate | 8.00% | |||||||
U.S. Seismic Systems, Inc [Member] | Secured Promissory Notes [Member] | ||||||||
Loan bears interest rate | 8.00% | |||||||
Processing service value | $ 240 | |||||||
U.S. Seismic Systems, Inc [Member] | Series A 1 Preferred Stock [Member] | ||||||||
Preferred stock owned | 9,376,401 | |||||||
Acorn [Member] | Secured Promissory Notes [Member] | ||||||||
Loan bears interest rate | 8.00% | |||||||
Provision for secured promissory note | $ 640 | |||||||
Secured promissory note lent to channel partner | 640 | |||||||
Provision for secured promissory note interest accrued | $ 9 | |||||||
Received cash from the partner | $ 400 | |||||||
Omni Metrix [Member] | ||||||||
Business acquistion interest rate | 10.00% | |||||||
Percentage of ownership | 100.00% | |||||||
Purchase of preferred stock | $ 500 | |||||||
Omni Metrix [Member] | Series A Preferred Stock [Member] | ||||||||
Preferred stock owned | 1,000 | 1,000 | ||||||
Value of additional shares acquired | $ 500 | |||||||
Percentage of dividends accrued annum | 10.00% | |||||||
Dividend payable | $ 16 | |||||||
Pre-money equity valuation | $ 5,500 |
Restructuring and Related Cha56
Restructuring and Related Charges (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ||||
Additional restructuring charges | $ 294 | |||
Severance costs | $ 375 | 411 | ||
Restructuring charges included in other current liabilities | (79) | (82) | ||
GridSense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges payable | $ 34 | 38 | $ 63 | |
Additional restructuring charges | $ 198 | 198 | ||
Expected to be paid restructuring cost date | Dec. 31, 2016 | |||
Severance costs | $ 10 | |||
Payment of lease cost | (223) | |||
Omni Metrix [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges payable | $ 204 | 248 | 239 | |
Additional restructuring charges | 96 | |||
Expected to be paid restructuring cost date | Dec. 31, 2019 | |||
Severance costs | 45 | |||
Payment of lease cost | $ (44) | $ (87) | 194 | |
Provision for lease losses | $ 96 | |||
Restructuring charges included in other current liabilities | 45 | |||
Restructuring charges included in other liabilities | $ 159 |
Restructuring and Related Cha57
Restructuring and Related Charges - Summary of Restructing Charges (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total | $ 294 | ||
GridSense [Member] | |||
Employee severance and termination benefits | 119 | ||
Other | 79 | ||
Total | $ 198 | $ 198 |
Restructuring and Related Cha58
Restructuring and Related Charges - Summary of Activity Related to Restructuring (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Provision | $ 294 | |||
GridSense [Member] | ||||
Beginning balance | $ 63 | $ 38 | 63 | |
Provision | $ 198 | 198 | ||
Cash payments | (223) | |||
Adjustment | $ (4) | |||
Ending balance | $ 34 | $ 38 | $ 63 | |
GridSense [Member] | Other [Member] | ||||
Beginning balance | ||||
Provision | $ 72 | |||
Cash payments | $ (72) | |||
Adjustment | ||||
Ending balance | ||||
GridSense [Member] | Facilities [Member] | ||||
Beginning balance | ||||
Provision | $ 7 | |||
Cash payments | $ (7) | |||
Adjustment | ||||
Ending balance | ||||
GridSense [Member] | Employee Severance And Termination Benefits [Member] | ||||
Beginning balance | $ 63 | $ 38 | $ 63 | |
Provision | 119 | |||
Cash payments | $ (144) | |||
Adjustment | $ (4) | |||
Ending balance | $ 34 | $ 38 | $ 63 | |
OmniMetrix technologies [Member] | Inventory And Fixed Asset Impairements [Member] | ||||
Beginning balance | ||||
Provision | ||||
Cash payments | ||||
Adjustment | ||||
Ending balance | ||||
OmniMetrix technologies [Member] | Facilities [Member] | ||||
Beginning balance | $ 194 | $ 248 | $ 194 | |
Provision | 96 | |||
Cash payments | $ (44) | (42) | ||
Adjustment | ||||
Ending balance | $ 204 | 248 | $ 194 | |
OmniMetrix technologies [Member] | Employee Severance And Termination Benefits [Member] | ||||
Beginning balance | 45 | $ 45 | ||
Provision | ||||
Cash payments | $ (45) | |||
Adjustment | ||||
Ending balance | 45 | |||
Omni Metrix [Member] | ||||
Beginning balance | $ 239 | $ 248 | $ 239 | |
Provision | 96 | |||
Cash payments | $ (44) | (87) | 194 | |
Adjustment | ||||
Ending balance | $ 204 | $ 248 | $ 239 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory impairment charge | $ 146 | $ 101 |
Inventory valuation reserves | 360 | 319 |
M2M Segment [Member] | ||
Inventory impairment charge | 22 | 88 |
PM [Member] | ||
Inventory impairment charge | $ 13 | |
GridSense Segment [Member] | ||
Inventory impairment charge | $ 124 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 258 | $ 682 |
Work-in-process | 351 | 275 |
Finished goods | 393 | 417 |
Inventory, net | $ 1,002 | $ 1,374 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense and deposits | $ 504 | $ 492 |
Deferred costs | 813 | 549 |
Deferred taxes | 141 | 192 |
Funded severance assets | 51 | 203 |
Employee advances | 105 | 105 |
R&D participation receivable | 168 | 226 |
Other | 95 | 46 |
Other current assets | $ 1,877 | $ 1,813 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property and Equipment [Member] | ||
Depreciation and amortization of respect of property and equipment | $ 350 | $ 366 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Gross | $ 3,350 | $ 3,158 |
Accumulated depreciation and amortization | 2,373 | 2,078 |
Property and equipment, net | 977 | 1,080 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment, Gross | 1,296 | 1,173 |
Accumulated depreciation and amortization | $ 1,202 | 694 |
Computer Hardware And Software [Member] | Minimum [Member] | ||
Estimated Useful Life (in years) | 2 years | |
Computer Hardware And Software [Member] | Maximum [Member] | ||
Estimated Useful Life (in years) | 5 years | |
Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 1,154 | 1,082 |
Accumulated depreciation and amortization | $ 624 | 911 |
Equipment [Member] | Minimum [Member] | ||
Estimated Useful Life (in years) | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Estimated Useful Life (in years) | 14 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 900 | 903 |
Accumulated depreciation and amortization | $ 547 | $ 473 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization of intangible assets | $ 123 | $ 282 | |||
Smart Grid Distribution Automation [Member] | |||||
Goodwill impairment charge | $ 513 | $ 1,773 | |||
Impairment of intangible | $ 712 | $ 337 |
Goodwill and Intangible Asset65
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amounts of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill, Beginning balance | $ 1,031 | $ 3,027 |
Impairment | (513) | (1,773) |
Translation adjustment | (2) | (223) |
Goodwill, Ending balance | 516 | 1,031 |
Energy & Security Sonar Solutions [Member] | ||
Goodwill, Beginning balance | $ 518 | $ 581 |
Impairment | ||
Translation adjustment | $ (2) | $ (63) |
Goodwill, Ending balance | 516 | 518 |
Smart Grid Distribution Automation [Member] | ||
Goodwill, Beginning balance | 513 | 2,446 |
Impairment | $ (513) | (1,773) |
Translation adjustment | (160) | |
Goodwill, Ending balance | $ 513 |
Goodwill and Intagible Assets -
Goodwill and Intagible Assets - Schedule of Changes in Carrying Amounts and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Intangible assets, Beginning balance | $ 1,211 | $ 1,550 | ||
Amortization | (123) | $ (282) | ||
Impairment | (1,049) | |||
Cumulative translation adjustment | $ (39) | $ (57) | ||
Intangible assets, Ending balance | 1,211 | |||
Energy & Security Sonar Solutions [Member] | Cost [Member] | ||||
Intangible assets, Beginning balance | $ 511 | $ 572 | ||
Amortization | ||||
Impairment | ||||
Cumulative translation adjustment | $ (61) | |||
Intangible assets, Ending balance | $ 511 | 511 | ||
Energy & Security Sonar Solutions [Member] | Accumulated Amortization [Member] | ||||
Intangible assets, Beginning balance | [1] | $ (511) | (482) | |
Amortization | $ (82) | [1] | ||
Impairment | [1] | |||
Cumulative translation adjustment | $ 53 | [1] | ||
Intangible assets, Ending balance | [1] | $ (511) | (511) | |
Smart Grid Distribution Automation [Member] | Cost [Member] | ||||
Intangible assets, Beginning balance | $ 2,175 | $ 2,271 | ||
Amortization | ||||
Impairment | $ (1,049) | |||
Cumulative translation adjustment | (116) | $ (96) | ||
Intangible assets, Ending balance | 1,010 | 2,175 | ||
Smart Grid Distribution Automation [Member] | Accumulated Amortization [Member] | ||||
Intangible assets, Beginning balance | [1] | (964) | (811) | |
Amortization | [1] | $ (123) | $ (200) | |
Impairment | [1] | |||
Cumulative translation adjustment | [1] | $ 77 | $ 47 | |
Intangible assets, Ending balance | [1] | $ (1,010) | $ (964) | |
[1] | Accumulated amortization |
Bank Debt and Other Debt (Detai
Bank Debt and Other Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Borrowed against certain accounts receivable balances | $ 862 | ||
GridSense [Member] | |||
Borrow aginst certain accounts receivable balances, interest rate | 1.25% | ||
Percentage of borrow against certain accounts receivable | 80.00% | ||
Maximum accounts receivable period | 1 year | ||
Utilized portion of accounts receivable line | $ 138 | ||
GridSense [Member] | Maximum [Member] | |||
Maximum accounts receivable balance | 750 | ||
Israeli Bank One [Member] | |||
Maximum balance of lines of credit | $ 540 | ||
Line of credit, expiration date 1 | Jun. 30, 2016 | ||
Israeli Bank Two [Member] | |||
Maximum balance of lines of credit | $ 640 | ||
Line of credit, expiration date 1 | Feb. 29, 2016 | ||
Israeli CPI [Member] | |||
Term loan, interest rate | 1.00% | ||
DSIT [Member] | |||
Utilized portion of line of credit | $ 979 | ||
Borrow aginst certain accounts receivable balances, interest rate | 3.10% | ||
Israel prime rate | 1.60% | 1.75% | |
Repayment of debt, monthly payments | $ 11 | ||
Proceeds from loans | 292 | ||
Loan amount | $ 75 | $ 205 | |
DSIT [Member] | NIS [Member] | |||
Proceeds loan | $ 1,000 | ||
Debt repayment period | 2 years | ||
DSIT [Member] | Two Israeli Bank [Member] | |||
Maximum balance of lines of credit | $ 1,180 | ||
Israeli Prime Rate Plus [Member] | |||
Interest rate above Israel prime rate | 1.80% |
Bank Debt and Other Debt - Summ
Bank Debt and Other Debt - Summary of Bank Debt and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Total bank debt and borrowings against receivables | $ 2,054 | $ 4,495 |
Less non-current portion | 76 | |
Short-term bank credit and current maturities of long-term debt | $ 2,054 | 4,419 |
DSIT Line-of-credit [Member] | ||
Total bank debt and borrowings against receivables | 979 | 2,169 |
DSIT Borrowings Against Receivables [Member] | ||
Total bank debt and borrowings against receivables | $ 862 | 262 |
GridSense Line-of-Credit [Member] | ||
Total bank debt and borrowings against receivables | 1,480 | |
GridSense Borrowings Against Receivables [Member] | ||
Total bank debt and borrowings against receivables | $ 138 | 379 |
DSIT Term Loan [Member] | ||
Total bank debt and borrowings against receivables | $ 75 | $ 205 |
Other Current Liabilities - Com
Other Current Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 2,207 | $ 2,519 |
Taxes | 157 | 117 |
Warranty provision | 316 | 222 |
Restructuring liabilities | 79 | 82 |
Other | 37 | 88 |
Other current liabilities | $ 2,796 | $ 3,028 |
Accrued Severance, Severance 70
Accrued Severance, Severance Assets and Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Severance pay contributions | $ 375 | $ 411 |
ExpectedSeverancePayContributionInFuture | $ 394 | |
Percentage on contribution of employee salaries | 3.00% | |
Expense related to employer | $ 100 | 218 |
Employer expense related to discontinued operations | $ 25 | $ 125 |
Accrued Severance, Severance 71
Accrued Severance, Severance Assets and Retirement Plans - Breakdown of Company's Severance Liability and Severance Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Current severance liability (included in Accrued payroll, payroll taxes and social benefits) | $ 41 | $ 200 |
Non-current severance liability | 4,984 | 4,594 |
Total severance liability | 5,025 | 4,794 |
Amount of the total severance liability with respect to employees reaching legal retirement age in Israel in the next 10 years | 1,501 | 1,588 |
Current severance assets (included in Other current assets) | 51 | 203 |
Non-current severance assets | 3,558 | 3,256 |
Total severance assets | 3,609 | 3,459 |
Amount of the total severance assets with respect to employees reaching legal retirement age in Israel in the next 10 years | $ 1,059 | $ 1,156 |
Severance liability with respect to employees reaching legal retirement | 10 years | 10 years |
Severance assets with respect to employees reaching legal retirement age | 10 years | 10 years |
Commitments and Contingencies72
Commitments and Contingencies (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014USD ($) | Sep. 30, 2013USD ($) | Sep. 30, 2012 | Dec. 31, 2015USD ($)Employees | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | |
Office rental and automobile leasing expenses | $ 764 | $ 866 | ||||
Operating leases expiration dates | leases will expire on different dates from 2017 to 2020. | |||||
Guarantees | $ 9,596 | |||||
Guarantees expiration period | expire on different dates from 2016 to 2018. | |||||
Guarantees deposited with Israeli bank | $ 5,123 | |||||
Current restricted deposits | 2,172 | |||||
Non current restricted deposits | 2,951 | |||||
Period of BIRD Foundation | 24 months | |||||
Previously funded amounts | $ 379 | |||||
Percentage of gross sales on commercial product | 5.00% | |||||
GridSense [Member] | ||||||
Minimum sales amount of the project | $ 100 | |||||
Number of employees required to pay royalty | Employees | 2 | |||||
Repayment Period Two Years [Member] | ||||||
Percentage on extended repayment period | 113.00% | |||||
Repayment Period Three Years [Member] | ||||||
Percentage on extended repayment period | 125.00% | |||||
Repayment Period Four Years [Member] | ||||||
Percentage on extended repayment period | 138.00% | |||||
Repayment Period Five Years [Member] | ||||||
Percentage on extended repayment period | 150.00% | |||||
Sales Revenue [Member] | ||||||
Grants from MEIMAD are subject to repay as royalties on gross sales, percentage | 20.00% | |||||
Binational Industrial Research And Development [Member] | ||||||
Value of joint grants | $ 900 | |||||
Amount of Participation in BIRD's project expenses | $ 0 | 120 | ||||
Project receivable | 0 | 94 | ||||
DSIT [Member] | ||||||
Amount of Participation in BIRD's project expenses | 0 | 81 | ||||
Proceeds from research and development from BIRD foundation | 0 | 0 | ||||
Participation amount in DSIT's expenses - new MEIMAD | 246 | 0 | ||||
Grant period | 2 years | 31 months | ||||
Total amount of the grant | $ 644 | |||||
Participation amount in DSITs expenses - MEIMAD I | 197 | 273 | ||||
Percentage of MEIMAD Project participation in DSIT's expenses | 50.00% | 50.00% | ||||
Receivables from OCS with respect to Two MEIMAD projects | $ 168 | 131 | ||||
Total grant expected to be received for a new MEIMAD project | $ 626 | |||||
DSIT [Member] | First Stage [Member] | ||||||
Grant period | 19 months | |||||
DSIT [Member] | Second Stage [Member] | ||||||
Grant period | 12 months | |||||
DSIT [Member] | Sales Revenue [Member] | ||||||
Grants from MEIMAD are subject to repay as royalties on gross sales, percentage | 5.00% | |||||
USSI [Member] | ||||||
Amount of Participation in BIRD's project expenses | $ 0 | 39 | ||||
Proceeds from research and development from BIRD foundation | $ 0 | $ 0 | ||||
GridSense [Member] | Minimum [Member] | ||||||
Percentage on aggregate royalty sales | 1.50% | |||||
GridSense [Member] | Maximum [Member] | ||||||
Percentage on aggregate royalty sales | 6.00% |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments on Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 581 |
2,017 | 515 |
2,018 | 509 |
2,019 | $ 151 |
2,020 | |
2021 and thereafter | |
Total | $ 1,756 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2014 | Nov. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 11, 2012 | Jun. 15, 2010 | Jun. 10, 2010 |
Common stock, shares issued | 27,325,591 | 26,475,591 | |||||
Common stock, shares outstanding | 27,325,591 | 26,475,591 | |||||
Common stock par value | $ 0.01 | $ 0.01 | |||||
Percentage of voting rights | 50.00% | 50.00% | |||||
Gross proceeds from private placements | $ 4,500 | ||||||
Proceeds from private placements, net of transaction costs | $ 4,007 | ||||||
Common stock, per share | $ 1.05 | ||||||
Warrants to purchase of shares of common stock | 2,142,857 | ||||||
Warrants exercise price per share | $ 1.30 | ||||||
Warrants non-exercisable term | The warrants are non-exercisable for six months from the date of the closing and have a term of five years, six months. | ||||||
Risk free interest rate | 2.10% | 2.10% | |||||
Expected life | 8 years 7 months 6 days | 7 years | |||||
Annual volatility | 63.00% | 64.00% | |||||
Annual dividend rate | 0.00% | 0.00% | |||||
Each option exercisable to number of common shares | 1 | ||||||
Stock option vesting period | 3 years | ||||||
Intrinsic value of options exercised | $ 0 | $ 123 | |||||
Option excercise price per share | $ 0 | $ 0 | |||||
Intrinsic value of options exercisable | $ 0 | $ 0 | |||||
Stock based compensation expense | 582 | $ 830 | |||||
Employee service share-based compensation nonvested awards total compensation cost not yet recognized | $ 250 | ||||||
Weighted average period of Options outstanding | 2 years | ||||||
Warrants exercised | |||||||
Non-Employee Options [Member] | Selling General and Administrative Expense [Member] | |||||||
Stock based compensation expense | $ 0 | $ 37 | |||||
2006 Amended and Restated Stock Incentive Plan [Member] | |||||||
Increase number of shares available | 721,438 | ||||||
DSIT Stock Option Plan [Member] | |||||||
Acorn holding upon conversion of preferred shares | 88.30% | ||||||
Fully diluted acorn holding upon conversion of preferred shares | 78.70% | ||||||
Derivative Liability [Member] | |||||||
Derivative liability | $ 50 | ||||||
Risk free interest rate | 1.10% | ||||||
Expected life | 3 years 3 months 18 days | ||||||
Annual volatility | 70.00% | ||||||
Annual dividend rate | |||||||
Placement Agent [Member] | |||||||
Warrants to purchase of shares of common stock | 214,285 | ||||||
Warrants exercise price per share | $ 1.26 | $ 1.26 | |||||
Warrants non-exercisable term | The placement agents warrants are non-exercisable for six months from the date of the closing and have a term of five years. | The placement agents warrants are non-exercisable for six months from the date of the closing and have a term of five years and an exercise price of $1.26 per share. | |||||
Expected life | 5 years | ||||||
Annual volatility | 62.00% | ||||||
Annual dividend rate | |||||||
Warrants granted in connection with November 2014 Capital Raise | 214,285 | ||||||
Weighted average contractual life of warrants period | 5 years | ||||||
Value of warrants | $ 97 | ||||||
Discount rate | 1.60% | ||||||
Unregistered Shares [Member] | |||||||
Common stock, shares issued | 4,285,714 | ||||||
Warrants [Member] | |||||||
Warrants exercise price per share | $ 1.30 | ||||||
Warrants non-exercisable term | The warrants are non-exercisable for six months from the date of the closing and have a term of five years, six months and an exercise price of $1.30 per share. | ||||||
Expected life | 5 years 6 months | ||||||
Annual volatility | 63.00% | ||||||
Annual dividend rate | |||||||
Warrants granted in connection with November 2014 Capital Raise | 2,142,847 | ||||||
Weighted average contractual life of warrants period | 5 years 6 months | ||||||
Value of warrants | $ 1,018 | ||||||
Discount rate | 1.60% | ||||||
Warrants exercised | 0 | 0 | |||||
Minimum [Member] | |||||||
Number of capital stock authorized | 30,000,000 | 20,000,000 | |||||
Options expiration period | 5 years | ||||||
Maximum [Member] | |||||||
Number of capital stock authorized | 42,000,000 | 30,000,000 | |||||
Options expiration period | 10 years | ||||||
Maximum [Member] | 2006 Stock Incentive Plan [Member] | |||||||
Increase number of shares available | 1,000,000 | ||||||
Maximum [Member] | 2006 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | |||||||
Increase number of shares available | 200,000 |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Risk-free interest rate | 2.10% | 2.10% |
Expected term of options, in years | 8 years 7 months 6 days | 7 years |
Expected annual volatility | 63.00% | 64.00% |
Expected dividend yield | 0.00% | 0.00% |
Determined weighted average grant date fair value per option | $ 0.51 | $ 1.36 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Equity [Abstract] | |||
Number of Options, Outstanding at beginning balance | 1,812,428 | 1,401,658 | |
Number of Options, Granted at market price | 687,654 | 664,103 | |
Number of Options, Exercised | [1] | (33,938) | |
Number of Options, Forfeited or expired | (135,164) | (219,395) | |
Number of Options, Outstanding at end balance | 2,364,918 | 1,812,428 | |
Number of Options, Exercisable at end of period | 1,778,503 | 1,128,434 | |
Weighted Average Exercise Price, Outstanding at beginning balance | $ 4.51 | $ 5.49 | |
Weighted Average Exercise Price, Granted at market price | $ 0.75 | 2.14 | |
Weighted Average Exercise Price, Exercised | [1] | 2.51 | |
Weighted Average Exercise Price, Forfeited or expired | $ 2.91 | 3.96 | |
Weighted Average Exercise Price, Outstanding at end balance | 3.51 | 4.51 | |
Weighted Average Exercise Price, Exercisable at end of Period | $ 4.16 | $ 5.56 | |
[1] | All shares issued in connection with option exercises were newly issued shares. |
Equity - Summary of Option Exer
Equity - Summary of Option Exercises between Cashless Net Exercises and Cash Exercises (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Equity [Abstract] | |||
Shares granted in net exercise of options | 33,938 | ||
Options forfeited in net exercise of options | 76,062 | ||
Total net exercise options | 110,000 | ||
Weighted average exercise price for net exercise options | [1] | $ 2.51 | |
Options exercised for cash | |||
Weighted average exercise price for options exercised for cash | |||
[1] | All shares issued in connection with option exercises were newly issued shares. |
Equity - Summary Information Re
Equity - Summary Information Regarding Options Plan Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Shares Outstanding | shares | 2,364,918 |
Number of Shares Exercisable | shares | 1,778,503 |
Range Of Exercise Prices One [Member] | |
Range of Exercise Prices, Lower Limit | $ 0.20 |
Range of Exercise Prices, Upper limit | $ 1.06 |
Number of Shares Outstanding | shares | 802,454 |
Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Weighted Average Exercise Price | $ 0.79 |
Number of Shares Exercisable | shares | 362,025 |
Weighted Average Exercise Price, Exercisable | $ 0.85 |
Range Of Exercise Prices Two [Member] | |
Range of Exercise Prices, Lower Limit | 1.68 |
Range of Exercise Prices, Upper limit | $ 2.56 |
Number of Shares Outstanding | shares | 342,152 |
Weighted Average Remaining Contractual Life (in years) | 5 years 7 months 6 days |
Weighted Average Exercise Price | $ 1.76 |
Number of Shares Exercisable | shares | 288,818 |
Weighted Average Exercise Price, Exercisable | $ 1.77 |
Range Of Exercise Prices Three [Member] | |
Range of Exercise Prices, Lower Limit | 3.51 |
Range of Exercise Prices, Upper limit | $ 5 |
Number of Shares Outstanding | shares | 426,264 |
Weighted Average Remaining Contractual Life (in years) | 3 years 4 months 24 days |
Weighted Average Exercise Price | $ 4.19 |
Number of Shares Exercisable | shares | 361,946 |
Weighted Average Exercise Price, Exercisable | $ 4.22 |
Range Of Exercise Prices Four [Member] | |
Range of Exercise Prices, Lower Limit | 5.05 |
Range of Exercise Prices, Upper limit | $ 5.91 |
Number of Shares Outstanding | shares | 320,000 |
Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 24 days |
Weighted Average Exercise Price | $ 5.21 |
Number of Shares Exercisable | shares | 320,000 |
Weighted Average Exercise Price, Exercisable | $ 5.21 |
Range Of Exercise Prices Five [Member] | |
Range of Exercise Prices, Lower Limit | 6.31 |
Range of Exercise Prices, Upper limit | $ 7.57 |
Number of Shares Outstanding | shares | 310,689 |
Weighted Average Remaining Contractual Life (in years) | 4 years 1 month 6 days |
Weighted Average Exercise Price | $ 6.95 |
Number of Shares Exercisable | shares | 290,689 |
Weighted Average Exercise Price, Exercisable | $ 6.91 |
Range Of Exercise Prices Six [Member] | |
Range of Exercise Prices, Lower Limit | 7.60 |
Range of Exercise Prices, Upper limit | $ 11.42 |
Number of Shares Outstanding | shares | 163,359 |
Weighted Average Remaining Contractual Life (in years) | 3 years 9 months 18 days |
Weighted Average Exercise Price | $ 8.82 |
Number of Shares Exercisable | shares | 155,025 |
Weighted Average Exercise Price, Exercisable | $ 8.87 |
Equity - Stock-Based Compensati
Equity - Stock-Based Compensation Expense Included In Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Cost of Sales [Member] | |||
Total stock compensation expense | [1] | $ 16 | $ 2 |
Research and Development Expense [Member] | |||
Total stock compensation expense | [1] | 4 | 33 |
Selling General and Administrative Expense [Member] | |||
Total stock compensation expense | [1] | $ 641 | $ 830 |
[1] | Includes $16, $4 and $59 in in Cost of sales, Research and development expense and Selling, general and administrative expense, respectively, for the year ended December 31, 2015 with respect to DSIT. Includes $2 in Cost of sales in the year ended December 31, 2014 with respect to DSIT. |
Equity - Stock-Based Compensa80
Equity - Stock-Based Compensation Expense Included In Statements of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Total stock compensation expense | $ 582 | $ 830 | |
Cost of Sales [Member] | DSIT Solutions, Ltd. [Member] | |||
Total stock compensation expense | 16 | [1] | $ 2 |
Research and Development Expense [Member] | DSIT Solutions, Ltd. [Member] | |||
Total stock compensation expense | 4 | ||
Selling General and Administrative Expense [Member] | DSIT Solutions, Ltd. [Member] | |||
Total stock compensation expense | $ 59 | ||
[1] | Includes $16, $4 and $59 in in Cost of sales, Research and development expense and Selling, general and administrative expense, respectively, for the year ended December 31, 2015 with respect to DSIT. Includes $2 in Cost of sales in the year ended December 31, 2014 with respect to DSIT. |
Equity - Summary Status of DSIT
Equity - Summary Status of DSIT Plan (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Number of Options, Outstanding at beginning balance | 1,812,428 | 1,401,658 | |
Number of Options, Granted at fair value | 687,654 | 664,103 | |
Number of Options, Exercised | [1] | (33,938) | |
Number of Options, Forfeited | (135,164) | (219,395) | |
Number of Options, Outstanding at end balance | 2,364,918 | 1,812,428 | |
Number of Options, Exercisable at end of period | 1,778,503 | 1,128,434 | |
Weighted Average Exercise Price, Outstanding at beginning balance | $ 4.51 | $ 5.49 | |
Weighted Average Exercise Price, Granted at fair value | $ 0.75 | 2.14 | |
Weighted Average Exercise Price, Exercised | [1] | 2.51 | |
Weighted Average Exercise Price, Forfeited | $ 2.91 | 3.96 | |
Weighted Average Exercise Price, Outstanding at end balance | 3.51 | 4.51 | |
Weighted Average Exercise Price, Exercisable at end of Period | $ 4.16 | $ 5.56 | |
DSIT Stock Option Plan [Member] | |||
Number of Options, Outstanding at beginning balance | 239,524 | 243,924 | |
Number of Options, Granted at fair value | |||
Number of Options, Exercised | |||
Number of Options, Forfeited | (4,400) | ||
Number of Options, Outstanding at end balance | 239,524 | 239,524 | |
Number of Options, Exercisable at end of period | 239,524 | 101,904 | |
Weighted Average Exercise Price, Outstanding at beginning balance | $ 1.67 | $ 1.78 | |
Weighted Average Exercise Price, Granted at fair value | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | $ 2.41 | ||
Weighted Average Exercise Price, Outstanding at end balance | $ 1.65 | 1.67 | |
Weighted Average Exercise Price, Exercisable at end of Period | $ 1.65 | $ 1.45 | |
[1] | All shares issued in connection with option exercises were newly issued shares. |
Equity - Summary Information 82
Equity - Summary Information Regarding To DSIT Stock Option Plan Outstanding and Exercisable (Details) | 12 Months Ended | |
Dec. 31, 2015$ / sharesshares | ||
Number of Shares Outstanding | shares | 2,364,918 | |
Number of Shares Exercisable | shares | 1,778,503 | |
DSIT Stock Option Plan [Member] | ||
Number of Shares Outstanding | shares | 239,524 | |
Weighted Average Exercise Price | $ 1.65 | |
Number of Shares Exercisable | shares | 239,524 | |
Weighted Average Exercise Price, Exercisable | $ 1.65 | |
Range Of Exercise Prices One [Member] | ||
Range of Exercise Price Lower Limit | 0.20 | |
Range of Exercise Price Upper limit | $ 1.06 | |
Number of Shares Outstanding | shares | 802,454 | |
Weighted Average Remaining Contractual Life (in years) | 7 years 9 months 18 days | |
Weighted Average Exercise Price | $ 0.79 | |
Number of Shares Exercisable | shares | 362,025 | |
Weighted Average Exercise Price, Exercisable | $ 0.85 | |
Range Of Exercise Prices One [Member] | DSIT Stock Option Plan [Member] | ||
Range of Exercise Price Lower Limit | 1.05 | |
Range of Exercise Price Upper limit | $ 1.26 | |
Number of Shares Outstanding | shares | 147,770 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 6 days | |
Weighted Average Exercise Price | $ 1.18 | |
Number of Shares Exercisable | shares | 147,770 | |
Weighted Average Exercise Price, Exercisable | $ 1.18 | |
Range Of Exercise Prices Two [Member] | ||
Range of Exercise Price Lower Limit | 1.68 | |
Range of Exercise Price Upper limit | $ 2.56 | |
Number of Shares Outstanding | shares | 342,152 | |
Weighted Average Remaining Contractual Life (in years) | 5 years 7 months 6 days | |
Weighted Average Exercise Price | $ 1.76 | |
Number of Shares Exercisable | shares | 288,818 | |
Weighted Average Exercise Price, Exercisable | $ 1.77 | |
Range Of Exercise Prices Two [Member] | DSIT Stock Option Plan [Member] | ||
Range of Exercise Price Upper limit | $ 2.40 | [1] |
Number of Shares Outstanding | shares | 91,754 | [1] |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 6 days | [1] |
Weighted Average Exercise Price | $ 2.40 | [1] |
Number of Shares Exercisable | shares | 91,754 | [1] |
Weighted Average Exercise Price, Exercisable | $ 2.40 | [1] |
[1] | The exercise price of these options are NIS 9.38 translated to US dollars using the year end exchange rates (NIS 3.89 and NIS 3.90 for the years ended December 31, 2014 and 2015, respectively). |
Equity - Summary Information 83
Equity - Summary Information Regarding To DSIT Stock Option Plan Outstanding and Exercisable (Details) (Parenthetical) - NIS [Member] | 12 Months Ended | |
Dec. 31, 2015NewIsraeliShekels$ / shares | Dec. 31, 2014NewIsraeliShekels | |
Exercise Price | $ / shares | $ 9.38 | |
DSIT Stock Option Plan [Member] | ||
Exchange rate | NewIsraeliShekels | 3.90 | 3.89 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Number of shares underlying warrants, Outstanding at beginning of year | 2,642,423 | 285,281 |
Number of shares underlying warrants, Granted | 2,357,142 | |
Number of shares underlying warrants, Exercised | ||
Number of shares underlying warrants, Forfeited or Expired | (23,000) | |
Number of shares underlying warrants, Outstanding and exercisable at end of year | 2,619,423 | 2,642,423 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 1.50 | $ 3.18 |
Weighted Average Exercise Price, Granted | $ 1.30 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited or Expired | $ 3.68 | |
Weighted Average Exercise Price, Outstanding and exercisable at end of year | $ 1.48 | $ 1.50 |
Finance Income (Expense), Net -
Finance Income (Expense), Net - Schedule of Finance Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
FINANCE EXPENSE, NET [Abstract] | |||
Interest income | $ 26 | $ 19 | |
Interest expense | [1] | (510) | (196) |
Exchange gain, net | 154 | 48 | |
Finance income (expense), net | $ (330) | $ (129) | |
[1] | Interest expense in 2015 includes $225 associated with the LT Loan (see Note 3) |
Finance Income (Expense), Net86
Finance Income (Expense), Net - Schedule of Finance Income (Expense), Net (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
LT Loan [Member] | |
Interest expense debt | $ 225 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Aug. 05, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Valuation allowance, deferred tax asset, change in amount | $ 327 | $ 6,043 | |
Other assets | (614) | 569 | |
Valuation allowance | $ 26,448 | $ 26,121 | |
Percentage of deduction of certain repatriated foreign earnings | 85.00% | ||
U.S. Income Tax Rate | 34.00% | 34.00% | |
Percentage of corporate tax rate increased | 1.50% | ||
Corporate tax rate | 26.50% | 26.50% | |
Percentage of general corporate tax rate currently stands for preferred enterprise | 16.00% | ||
Accrued interest | $ 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | 0 | |
Minimum [Member] | January 2016 [Member] | |||
Corporate tax rate beginning in 2016 and thereafter | 25.00% | ||
DSIT [Member] | |||
Other current assets | $ 141 | 192 | |
Other assets | 86 | $ 295 | |
Valuation allowance | $ (248) |
Income Taxes - Composition of L
Income Taxes - Composition of Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (9,110) | $ (8,204) |
Foreign | (308) | (2,091) |
Loss from continuing operations before income taxes | $ (9,418) | $ (10,295) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Current State and local | $ 1 | $ 1 |
Current Foreign | (49) | 120 |
Current Income Tax Expense (Benefit) | $ (48) | $ 121 |
Deferred Federal | ||
Deferred State and local | ||
Deferred Foreign | $ 259 | $ 43 |
Deferred Income Tax Expense (Benefit) | 259 | 43 |
Total income tax expense | $ 211 | $ 164 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconcilation Between Federal Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal rates | 34.00% | 34.00% |
Increase (decrease) in income tax rate resulting from Tax on foreign activities | 3.00% | 8.00% |
Increase (decrease) in income tax rate resulting from Other, net (primarily permanent differences) | (2.00%) | (4.00%) |
Increase (decrease) in income tax rate resulting from Valuation allowance | (37.00%) | (40.00%) |
Effective income tax rates | (2.00%) | (2.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabiliites (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Employee benefits and deferred compensation | $ 1,754 | $ 1,999 |
Deferred tax assets, Asset impairments | 2,693 | 5,868 |
Deferred tax assets, other temporary differences | (614) | 569 |
Deferred tax assets Net operating loss carryforwards | 22,842 | 18,172 |
Deferred Tax Assets, Gross | 26,675 | 26,608 |
Valuation Allowance | (26,448) | (26,121) |
Net deferred tax assets | $ 227 | $ 487 |
Income Taxes - Summary of Tax L
Income Taxes - Summary of Tax Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Federal [Member] | |
2023-2035 | $ 61,193 |
Unlimited | |
Total | $ 61,193 |
State [Member] | |
2023-2035 | $ 20,677 |
Unlimited | |
Total | $ 20,677 |
Foreign [Member] | |
2023-2035 | |
Unlimited | $ 2,407 |
Total | $ 2,407 |
Income Taxes - Summary of Tax93
Income Taxes - Summary of Tax Loss Carryforwards (Details) (Parenthetical) $ in Thousands | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carry forwards utilization limit per year | $ 73 |
Related Party Balances and Tr94
Related Party Balances and Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Consulting and other fees to directors | $ 160 | $ 122 |
Segment Reporting and Geograp95
Segment Reporting and Geographic Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2015OperatingSegments | |
Segment Reporting [Abstract] | |
Number of operating segment | 3 |
Segment Reporting and Geograp96
Segment Reporting and Geographic Information - Summary of Segmented Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Revenue from External Customers | $ 19,055 | $ 19,560 | |
Intersegment revenues | |||
Segment gross profit | $ 6,187 | $ 6,638 | |
Impairment of goodwill and intangibles | $ 1,562 | 1,773 | |
Restructuring and related charges | 294 | ||
Depreciation and amortization | $ 455 | 646 | |
Segment net income (loss) before income taxes | (5,449) | (6,844) | |
Segment assets | 19,314 | 19,575 | $ 19,575 |
Expenditures for segment assets | 137 | 328 | |
Energy & Security Sonar Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from External Customers | $ 12,093 | $ 11,200 | |
Intersegment revenues | |||
Segment gross profit | $ 3,834 | $ 3,272 | |
Impairment of goodwill and intangibles | |||
Restructuring and related charges | |||
Depreciation and amortization | $ 185 | $ 287 | |
Segment net income (loss) before income taxes | (195) | (414) | |
Segment assets | 15,777 | 13,367 | 13,367 |
Expenditures for segment assets | 114 | 278 | |
GridSense Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from External Customers | $ 2,507 | $ 4,493 | |
Intersegment revenues | |||
Segment gross profit | $ 20 | $ 1,297 | |
Impairment of goodwill and intangibles | $ 1,562 | 1,773 | |
Restructuring and related charges | 198 | ||
Depreciation and amortization | $ 158 | 242 | |
Segment net income (loss) before income taxes | (3,921) | (4,831) | |
Segment assets | 1,107 | 3,680 | 3,680 |
Expenditures for segment assets | 5 | 6 | |
M2M [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from External Customers | $ 2,513 | $ 2,174 | |
Intersegment revenues | |||
Segment gross profit | $ 1,472 | $ 1,182 | |
Impairment of goodwill and intangibles | |||
Restructuring and related charges | $ 76 | ||
Depreciation and amortization | $ 70 | 69 | |
Segment net income (loss) before income taxes | (1,437) | (1,698) | |
Segment assets | $ 1,691 | $ 1,663 | 1,663 |
Expenditures for segment assets | |||
Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from External Customers | $ 1,942 | $ 1,693 | |
Intersegment revenues | |||
Segment gross profit | $ 861 | $ 888 | |
Impairment of goodwill and intangibles | |||
Restructuring and related charges | $ 20 | ||
Depreciation and amortization | $ 42 | 48 | |
Segment net income (loss) before income taxes | 104 | 99 | |
Segment assets | 739 | 865 | $ 865 |
Expenditures for segment assets | $ 18 | $ 44 |
Segment Reporting and Geograp97
Segment Reporting and Geographic Information - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment Reporting [Abstract] | |||
Total net loss before income taxes for reportable segments | $ (5,553) | $ (6,943) | |
Other operational segment net income (loss) before income taxes | 104 | 99 | |
Segment loss before income taxes | (5,449) | (6,844) | |
Unallocated net income (cost) of DSIT headquarters | 120 | 109 | |
Unallocated net cost of corporate headquarters | [1] | (4,089) | (3,560) |
Consolidated net loss before taxes on income | $ (9,418) | $ (10,295) | |
[1] | Includes $830 and $582 of stock compensation expense for the years ended December 31, 2014 and 2015, respectively. In the year ended December 31, 2015, includes $225 of interest expense associated with the LT Loan (see Note 3). |
Segment Reporting and Geograp98
Segment Reporting and Geographic Information - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock compensation expense | $ 582 | $ 830 |
LT Loan [Member] | ||
Interest expense debt | $ 225 |
Segment Reporting and Geograp99
Segment Reporting and Geographic Information - Reconciliation of Segment Data to Consolidated Statement Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||
Total assets for reportable segments | $ 18,575 | $ 18,710 | |
Total assets of other operational segment | $ 739 | 865 | |
Assets of discontinued operations | 143 | ||
Unallocated assets of DSIT headquarters | $ 4,367 | 4,580 | |
Unallocated assets of OmniMetrix headquarters | 397 | 507 | |
Assets of corporate headquarters | [1] | 252 | 4,738 |
Total consolidated assets | $ 24,330 | $ 29,543 | |
[1] | Includes $4,672 and $84 of unrestricted cash at December 31, 2014 and 2015, respectively. |
Segment Reporting and Geogra100
Segment Reporting and Geographic Information - Reconciliation of Segment Data to Consolidated Statement Balance Sheet (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting [Abstract] | ||
Unrestricted cash | $ 84 | $ 4,672 |
Segment Reporting and Geogra101
Segment Reporting and Geographic Information - Reconciliation of Segment Assets - Other Significant Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation and amortization | $ 472 | $ 648 |
Expenditures for assets | 164 | 393 |
Segment Total [Member] | ||
Depreciation and amortization | 455 | 646 |
Expenditures for assets | 137 | 328 |
Adjustments [Member] | ||
Depreciation and amortization | 17 | 2 |
Expenditures for assets | $ 27 | $ 65 |
Segment Reporting and Geogra102
Segment Reporting and Geographic Information - Schedule of Revenue from External Customers by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 19,055 | $ 19,560 |
United States [Member] | ||
Revenues | 4,900 | 5,279 |
Israel [Member] | ||
Revenues | 7,699 | 7,155 |
Asia [Member] | ||
Revenues | 5,587 | 4,406 |
Oceania [Member] | ||
Revenues | 548 | 1,725 |
Other Country [Member] | ||
Revenues | $ 321 | $ 995 |
Segment Reporting and Geogra103
Segment Reporting and Geographic Information - Schedule of Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long-lived assets | $ 977 | $ 1,080 |
United States [Member] | ||
Long-lived assets | 322 | 442 |
Israel [Member] | ||
Long-lived assets | $ 655 | $ 638 |
Segment Reporting and Geogra104
Segment Reporting and Geographic Information - Revenues from Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 2,701 | |
Major Customer balance percentage | 14.00% | |
Customer A [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer A [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 2,735 | $ 3,997 |
Major Customer balance percentage | 14.00% | 20.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,844 | $ 1,135 |
Major Customer balance percentage | 28.00% | 23.00% |
Customer B [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,507 | $ 2,788 |
Major Customer balance percentage | 39.00% | 35.00% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 2,889 | |
Major Customer balance percentage | 15.00% | |
Customer C [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,049 | |
Major Customer balance percentage | 16.00% | |
Customer C [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,087 | |
Major Customer balance percentage | 28.00% | |
Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 2,200 | $ 1,940 |
Major Customer balance percentage | 12.00% | 10.00% |
Customer D [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 834 | |
Major Customer balance percentage | 12.00% | |
Customer D [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,402 | |
Major Customer balance percentage | 18.00% | |
Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer E [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,112 | |
Major Customer balance percentage | 17.00% | |
Customer E [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer E [Member] | Energy & Security Sonar Solutions [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 979 | |
Major Customer balance percentage | 12.00% | |
Customer F [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer F [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer F [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 408 | |
Major Customer balance percentage | 11.00% | |
Customer F [Member] | Energy & Security Sonar Solutions [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer G [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer G [Member] | Accounts Receivable [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer G [Member] | Unbilled Revenues [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | ||
Major Customer balance percentage | ||
Customer G [Member] | Energy & Security Sonar Solutions [Member] | ||
Revenue, Major Customer [Line Items] | ||
Major Customer balance | $ 1,266 | |
Major Customer balance percentage | 16.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | Dec. 31, 2015USD ($) |
2018 [Member] | |
Security deposits | $ 2,951 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | $ 2,172 | $ 467 |
Restricted deposits - non-current | 2,951 | 650 |
Derivative assets (liabilities) | (4) | (45) |
Total | 5,119 | 1,072 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | 2,172 | 467 |
Restricted deposits - non-current | 2,951 | 650 |
Derivative assets (liabilities) | (4) | 5 |
Total | $ 5,119 | $ 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) | $ (50) | |
Total | $ (50) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 30, 2016USD ($) | Mar. 16, 2016$ / sharesshares | Jan. 28, 2016USD ($) | Feb. 29, 2016USD ($) | Jan. 31, 2016USD ($)Directors | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Nov. 05, 2014$ / shares |
Severance payments | $ 375 | $ 411 | ||||||
Warrants exercise price per share | $ / shares | $ 1.30 | |||||||
Common stock shares authorized | shares | 42,000,000 | 42,000,000 | ||||||
Subsequent Event [Member] | ||||||||
Borrowed amount | $ 300 | |||||||
Additional amount upon request by the company | $ 75 | |||||||
Percentage of amounts borrowed from a each director upon maturity company needs to pay in single payment | 115.00% | |||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Common stock shares authorized | shares | 30,000,000 | |||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Common stock shares authorized | shares | 42,000,000 | |||||||
Subsequent Event [Member] | One Director [Member] | ||||||||
Borrowed amount | $ 200 | |||||||
Number of directors | Directors | 1 | |||||||
Subsequent Event [Member] | Other Director [Member] | ||||||||
Borrowed amount | $ 100 | |||||||
Subsequent Event [Member] | Another Director [Member] | ||||||||
Borrowed amount | $ 75 | |||||||
Subsequent Event [Member] | John A. Moore [Member] | ||||||||
Severance payments | $ 425 | |||||||
Reimburse period | 12 months | |||||||
Reimburse amount | $ 17 | |||||||
Subsequent Event [Member] | DSIT Solutions [Member] | ||||||||
Percentage of interest remained | 41.20% | |||||||
Subsequent Event [Member] | Omni Metrix [Member] | ||||||||
Accounts receivable formula based financing maximum amount | $ 500 | |||||||
Debt instrumments interest rate description | Prime plus 2% or 6% per year | |||||||
Percentage of service charge for average aggregate principal amount outstanding | 1.125% | |||||||
Line of credit | $ 500 | |||||||
Imposed sublimit amount | $ 300 | |||||||
Subsequent Event [Member] | Omni Metrix [Member] | Prime [Member] | ||||||||
Prime rate at December 31, 2015 | 3.50% | |||||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DSIT Solutions [Member] | ||||||||
Percentage of strategic interest sold | 50.00% | |||||||
Receive gross proceeds of approximately | $ 4,913 | |||||||
Earn - out amount | $ 1,000 | |||||||
Pro-rate share earn out over the period | 3 years | |||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Jan H. Loeb [Member] | ||||||||
Payment of monthly consulting fee | $ 17 | |||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Jan H. Loeb [Member] | Leap Tide Member] | ||||||||
Warrants exercisable shares of common stock | shares | 35,000 | |||||||
Warrants exercise price per share | $ / shares | $ 0.13 | |||||||
Warrants exercisable description | One-fourth of the warrants are immediately exercisable; the remainder becomes exercisable in equal increments on each of June 16, 2016, September 16, 2016 and December 16, 2016. The warrants expire on the earlier of (a) March 16, 2023 and (b) 18 months from the date Mr. Loeb ceases to be a director, officer, employee or consultant of Acorn. |