Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ACORN ENERGY, INC. | |
Entity Central Index Key | 880,984 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,791,178 | |
Trading Symbol | ACFN | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 63 | $ 124 |
Restricted deposits | 1,749 | 2,172 |
Escrow deposit | 50 | 100 |
Accounts receivable, net of provisions for doubtful accounts of $20 and $22 at December 31, 2015 and March 31, 2016, respectively | 5,551 | 6,389 |
Unbilled revenue | 4,515 | 3,849 |
Inventory, net | 602 | 506 |
Other current assets | 1,857 | 1,633 |
Current assets - discontinued operations | 316 | 1,079 |
Total current assets | 14,703 | 15,852 |
Property and equipment, net | 874 | 954 |
Severance assets | 3,756 | 3,558 |
Restricted deposits | 2,643 | 2,951 |
Goodwill | 535 | 516 |
Other assets | $ 354 | 470 |
Non-current assets - discontinued operations | 29 | |
Total assets | $ 22,865 | 24,330 |
Current liabilities: | ||
Short-term bank credit and current maturities of long-term debt | 1,902 | 1,916 |
Leap Tide loan payable, net of discount | 1,940 | $ 1,900 |
Director loans | 375 | |
Accounts payable | 2,895 | $ 2,346 |
Accrued payroll, payroll taxes and social benefits | 2,118 | 1,320 |
Deferred revenue | 4,078 | 5,251 |
Other current liabilities | 2,651 | 2,260 |
Current liabilities - discontinued operations | 2,000 | 1,827 |
Total current liabilities | 17,959 | 16,820 |
Long-term liabilities: | ||
Accrued severance | 5,222 | 4,984 |
Other long-term liabilities | 822 | 849 |
Non-current liabilities - discontinued operations | 16 | 19 |
Total long-term liabilities | 6,060 | 5,852 |
Equity: | ||
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized – 42,000,000 shares; Issued –28,127,511 shares at December 31, 2015 and March 31, 2016 | 281 | 281 |
Additional paid-in capital | 99,194 | 98,977 |
Warrants | 1,600 | 1,597 |
Accumulated deficit | (100,166) | (97,191) |
Treasury stock, at cost – 801,920 shares at December 31, 2015 and March 31, 2016 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (244) | (262) |
Total Acorn Energy, Inc. shareholders’ equity (deficiency) | (2,371) | 366 |
Non-controlling interests | 1,217 | 1,292 |
Total equity (deficiency) | (1,154) | 1,658 |
Total liabilities and equity | $ 22,865 | $ 24,330 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 22 | $ 20 |
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 | 28,127,511 |
Treasury stock, shares | 801,920 | 801,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Projects | $ 3,818 | $ 2,966 |
Products | 435 | 225 |
Services | 508 | 519 |
Total revenues | 4,761 | 3,710 |
Cost of sales: | ||
Projects | 2,658 | 2,179 |
Products | 341 | 169 |
Services | 131 | 120 |
Total cost of sales | 3,130 | 2,468 |
Gross profit | 1,631 | 1,242 |
Operating expenses: | ||
Research and development expenses, net of credits | 365 | 410 |
Selling, general and administrative expenses | 2,625 | 2,322 |
Total operating expenses | 2,990 | 2,732 |
Operating loss | (1,359) | $ (1,490) |
Finance expense, net | (273) | |
Loss before income taxes | (1,632) | $ (1,490) |
Income tax (expense) benefit | (8) | 33 |
Net loss from continuing operations | (1,640) | (1,457) |
Loss from discontinued operations, net of income taxes | (1,386) | (1,477) |
Net loss | (3,026) | (2,934) |
Non-controlling interest share of net loss – continuing operations | $ 51 | 20 |
Non-controlling interest share of net loss – discontinued operations | 145 | |
Net loss attributable to Acorn Energy, Inc. shareholders | $ (2,975) | $ (2,769) |
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders: | ||
Continuing operations | $ (0.06) | $ (0.06) |
Discontinued operations | (0.05) | (0.05) |
Total attributable to Acorn Energy, Inc. shareholders | $ (0.11) | $ (0.11) |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic and diluted | 27,325 | 26,476 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements Of Comprehensive Loss | ||
Net loss attributable to Acorn Energy, Inc. shareholders | $ (2,975) | $ (2,769) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 19 | (68) |
Comprehensive loss | (2,956) | (2,837) |
Comprehensive income attributable to non-controlling interests | (1) | (2) |
Comprehensive loss attributable to Acorn Energy, Inc. shareholders | $ (2,957) | $ (2,839) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes In Equity (Unaudited) - 3 months ended Mar. 31, 2016 - 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 (Deficit) [Member] | Non-Controlling Interest [Member] | Total |
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 | ||||||||
Net loss | $ (2,975) | (2,975) | (51) | (3,026) | |||||
Differences from translation of subsidiaries' financial statements | $ 18 | $ 18 | 1 | 19 | |||||
Accrued dividend in OmniMetrix preferred shares | $ (25) | $ (25) | |||||||
Warrants issued | $ (3) | $ 3 | |||||||
Stock option compensation | 220 | $ 220 | $ 220 | ||||||
Balances at Mar. 31, 2016 | $ 281 | $ 99,194 | $ 1,600 | $ (100,166) | $ (3,036) | $ (244) | $ (2,371) | $ (1,217) | $ (1,154) |
Balances, shares at Mar. 31, 2016 | 28,128 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows used in operating activities: | ||
Net loss | $ (3,026) | $ (2,934) |
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A) | 2,304 | 1,931 |
Net cash used in operating activities - continuing operations | (722) | (1,003) |
Net cash used in operating activities - discontinued operations | (401) | (1,535) |
Net cash used in operating activities | (1,123) | (2,538) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | (24) | (80) |
Restricted deposits | (82) | (98) |
Release of restricted deposits | 818 | $ 99 |
Release of escrow deposits | 50 | |
Amounts funded for severance assets | (69) | $ (91) |
Net cash provided by (used in) investing activities – continuing operations | $ 693 | $ (170) |
Net cash used in investing activities - discontinued operations | ||
Net cash provided by (used in) investing activities | $ 693 | $ (170) |
Cash flows provided by (used in) financing activities: | ||
Short-term credit, net | 16 | $ 382 |
Proceeds from loans from directors | 375 | |
Repayments of long-term debt | (32) | $ (32) |
Net cash provided by financing activities - continuing operations | 359 | 350 |
Net cash used in financing activities - discontinued operations | (17) | (270) |
Net cash provided by financing activities | 342 | $ 80 |
Effect of exchange rate changes on cash and cash equivalents - continuing operations | 3 | |
Effect of exchange rate changes on cash and cash equivalents - discontinued operations | 51 | $ (59) |
Net decrease in cash and cash equivalents | (34) | (2,687) |
Cash and cash equivalents at the beginning of the year - discontinued operations | 48 | 192 |
Cash and cash equivalents at the beginning of the year - continuing operations | 124 | 4,681 |
Cash and cash equivalents at the end of the period - discontinued operations | 75 | 142 |
Cash and cash equivalents at the end of the period - continuing operations | 63 | 2,044 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss from discontinued operations. | 1,386 | 1,477 |
Depreciation and amortization. | 72 | 75 |
Increase in accrued severance | 67 | $ 109 |
Accretion of Leap Tide discount | 40 | |
Stock-based compensation | 220 | $ 208 |
Deferred taxes | 15 | (33) |
Other | 35 | 10 |
Change in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable, unbilled revenue, other current and other assets | 54 | (223) |
Decrease (increase) in inventory | (96) | 1 |
Decrease in deferred revenue | (1,174) | (449) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current liabilities and other liabilities | 1,685 | 756 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | $ 2,304 | $ 1,931 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | NOTE 1 BASIS OF PRESENTATION AND LIQUIDITY The accompanying unaudited condensed consolidated financial statements of Acorn Energy, Inc. and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. All dollar amounts in the notes to the condensed consolidated financial statements are in thousands except for per share data. Certain reclassifications have been made to the Companys condensed consolidated financial statements for the three month period ended March 31, 2015 to conform to the current periods condensed consolidated financial statement presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. The Company currently does not have sufficient cash flow for the next twelve months. As of March 31, 2016, the Company had less than $50 of non-escrow corporate cash and cash equivalents. On April 21, 2016, the Company closed on the sale of a portion of its interests in DSIT and received gross proceeds of $4,913 before escrow ($579), Israeli withholding taxes ($266) and fees (see Note 12 Subsequent Events). On April 29, 2016, the Company repaid all principal ($2,000) and interest ($15) due to Leap Tide as well as $275 of principal and $41 of interest due to directors who had lent the Company money in the first quarter of 2016 (see Note 12 - Subsequent Events). Remaining cash after these debt repayments will be used to support the corporate cash needs of Acorn and its subsidiaries to the extent possible. Additional liquidity will be necessary to finance the operating activities of Acorn and the operations of its OmniMetrix subsidiary. The Company will continue to pursue sources of funding, which may include loans from related and/or non-related parties, a sale or partial sale of one or more of its companies, 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 OmniMetrix as it has historically, which could materially impact its carrying value. As such, these factors raise substantial doubt as to the Companys ability to continue as a going concern. |
Recent Authoritative Guidance
Recent Authoritative Guidance | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Authoritative Guidance | NOTE 2RECENT AUTHORITATIVE GUIDANCE In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. The Company does not anticipate a material impact to our financial statements as a result of this change. In April 2015, the FASB issued ASU 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 ASU 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. In March 2016, the FASB issued ASU No. 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including treatment of excess tax benefits and forfeitures, as well as consideration of minimum statutory tax withholding requirements. The ASU will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early application permitted in any interim or annual period. The Company is evaluating the future impact of this ASU on the consolidated financial statements. Other relevant recently issued accounting updates are not expected to have a material impact on the Companys consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3 Discontinued Operations (a) GridSense On April 21, 2016, the Company announced that it has decided to cease operations of its GridSense subsidiary and initiate the liquidation of the GridSense assets. As a result of this decision, GridSense is being reported as a discontinued operation effective with the Companys first quarter 2016 report. Following the decision to cease GridSense operations, the Company has written down all GridSense assets to their estimated realizable values and has accrued for estimated severance costs of $140 and lease commitments of $100 in GridSenses first quarter results. The Company intends to sell its GridSense assets and is exploring ways to maximize value for creditors and other stakeholders, expecting that most of the proceeds from any sale of its assets will be used to pay creditors. It is uncertain whether there will be any proceeds available to the Company. Assets and liabilities related to the discontinued operations of GridSense are as follows: As at December 31, 2015 March 31, 2016 Cash and cash equivalents $ 48 $ 75 Other current assets and non-current assets 1,060 241 Total assets $ 1,108 $ 316 Short-term bank credit $ 138 $ 121 Accounts payable 950 978 Accrued payroll, payroll taxes and social benefits 186 303 Other current and non-current liabilities 572 614 Total liabilities $ 1,846 $ 2,016 GridSense had 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. At March 31, 2016, GridSense was utilizing approximately $121 of its accounts receivable line. GridSense granted a lien to its bank on substantially all of its assets other than intellectual property. GridSense further promised not to grant a lien on its intellectual property to any other party, nor commit to any such party to abstain from giving a lien. GridSenses losses for the three months ended March 31, 2015 and 2016 are included in Loss from discontinued operations, net of income taxes in the Companys Condensed Consolidated Statements of Operations. Summarized financial information for GridSenses operations for the three months ended March 31, 2015 and 2016 are presented below: Three months ended March 31, 2015 2016 Revenues $ 908 $ 143 Gross profit (loss) 277 (30 ) Net loss $ (325 ) $ (1,386 ) (b) US Seismic Systems Inc. (USSI) 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. 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. USSIs losses for the three months ended March 31, 2015 are included in Loss from discontinued operations, net of income taxes in the Companys Condensed Consolidated Statements of Operations. Summarized financial information for USSIs operations for the three months ended March 31, 2015 is presented below: Three months ended March 31, 2015 Revenues $ Gross profit (90 ) Net loss (1,152 ) Net loss attributable to non-controlling interests 145 Net loss attributable to Acorn Energy Inc. $ (1,007 ) |
Restructuring and Related Charg
Restructuring and Related Charges | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | NOTE 4 RESTRUCTURING AND RELATED CHARGES In 2013, OmniMetrix restructured its operations to better align expenses with revenues following a change in management. The restructuring involved employee severance and termination benefits as well as a charge for a significant reduction in the utilization of its leased facility in Buford and a write-down of a majority of the remaining book value of leasehold improvements associated with the leased facility. At December 31, 2015, $204 of lease payments associated with the reduced utilization of leased facilities remained unpaid. During the three months ended March 31, 2016, OmniMetrix paid $11 of this liability. The total remaining accrued restructuring balance of $193 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($46) and Other liabilities ($147) in the Companys condensed consolidated balance sheets. |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | NOTE 5INVENTORY, NET The composition of inventory is as follows: As of December 31, 2015 As of March 31, 2016 Raw materials $ 287 $ 362 Work-in-process 189 189 Finished goods 30 51 $ 506 $ 602 At both December 31, 2015 and March 31, 2016, the Companys inventory reserve was $22. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 6GOODWILL The changes in the carrying amount of goodwill in the Companys Energy & Security Sonar Solutions segment from December 31, 2015 to March 31, 2016 was as follows: Total Balance at December 31, 2015 $ 516 Translation adjustment 19 Balance at March 31, 2016 $ 535 Following the closing of the DSIT Transaction (see Note 12 Subsequent Events), the Company will no longer be consolidating the results of DSIT, but will be reporting on its investment in DSIT on the equity method. Accordingly, beginning with the Companys second quarter 2016 report, the Company will no longer be including goodwill from its Energy & Security Sonar Solutions segment on the Companys condensed consolidated balance sheets. |
Loans from Directors
Loans from Directors | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loans from Directors | NOTE 7 Loans from Directors In January 2016, the Company borrowed a total of $300 ($200 from one director and $100 from another director) under promissory notes which were to mature three days following the receipt of proceeds from the closing of the DSIT Transaction. In March 2016, the Company borrowed, on similar terms, an additional $75 from another director. Upon maturity, the Company was to pay to each director a single payment equal to 115% of the amounts borrowed under the promissory notes. Under the terms of each promissory note, at maturity, the lender could elect to convert the entire amount due under the promissory note into Common Stock of the Company at a conversion price equal to the closing price of the Companys Common Stock on the trading day immediately preceding the maturity date of the loan. 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. All the above notes were repaid in full or converted to the Companys common shares following the closing of the DSIT Transaction see Note 12 - Subsequent Events. |
Change of Senior Management
Change of Senior Management | 3 Months Ended |
Mar. 31, 2016 | |
Change Of Senior Management | |
Change of Senior Management | NOTE 8CHANGE OF SENIOR MANAGEMENT (a) 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. 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 twelve-month period from February 2016 to January 2017 for the costs associated with Mr. Moores medical insurance. The above amounts have been accrued for at March 31, 2016 and are included in Selling, general and administrative expenses in the Companys unaudited condensed consolidated Statements of Operations. In addition, in accordance with his Employment Agreement, all of Mr. Moores unvested options become vested as of the date of his resignation. (b) 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 Consulting 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. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | NOTE 9EQUITY (a) Acorn Stock Options A summary of stock option activity for the three months ended March 31, 2016 is as follows: Number of Options (in shares) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2015 2,364,918 $ 3.51 Granted Exercised Forfeited or expired (66,666 ) $ 3.70 Outstanding at March 31, 2016 2,298,252 $ 3.50 5.1 years $ Exercisable at March 31, 2016 2,186,583 $ 3.58 5.0 years $ In connection with the January 28, 2016 resignation of the Companys then President and CEO (John A. Moore), all of Mr. Moores unvested options at that time became fully vested. (b) Stock-based Compensation Expense Stock-based compensation expense included in Selling, general and administrative expenses in the Companys Condensed Statements of Operations for the three month periods ended March 31, 2015 and 2016 was $208 and $220, respectively. In addition, $6 was recorded in the Companys USSI subsidiary included in Discontinued Operations for the three month period ended March 31, 2015. See Note 3(b). (c) Warrants The Company previously 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: Number of Warrants (in shares) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 2,619,423 $ 1.48 Granted 35,000 0.13 Exercised Forfeited or expired Outstanding at March 31, 2016 2,654,423 $ 1.46 3.9 years The fair value of the warrants granted ($0.08 per warrant during the three months ended March 31, 2016) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 1.79% Expected term of warrants 7.0 years Expected annual volatility 78% Expected dividend yield % (d) Vested Share Rights see Subsequent Events (Note 12) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10FAIR 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 March 31, 2016 Level 1 Level 2 Level 3 Total Restricted deposits current $ 1,749 $ $ $ 1,749 Restricted deposits non-current 2,643 2,643 Derivative assets 122 122 Total $ 4,514 $ $ $ 4,514 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 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 March 31, 2017. DSIT has also provided $2,643 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. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 11SEGMENT REPORTING The Company currently operates in two reportable operating segments: ● Energy & Security Sonar Solutions. The Company provides sonar and acoustic related solutions for energy, defense and commercial markets with a focus on underwater site security for strategic energy installations and other advanced acoustic systems and real-time embedded hardware and software development and production through its DSIT Solutions Ltd. (DSIT) subsidiary. (See below) ● Power Generator Monitoring (PGM) (formerly known as Machine-to-Machine Critical Asset Monitoring & Control). The PGM 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 Companys OmniMetrix subsidiary. Other operations include certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities performed by the Companys DSIT subsidiary as well as Corrosion Protection Monitoring activities performed by the Companys OmniMetrix subsidiary (for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies) that do not meet the quantitative thresholds under applicable accounting principles. Previously, the Company reported GridSenses activities in its Smart Grid Distribution Automation segment which developed and produced fiber optic sensing systems for the energy and security markets. With the suspension of operations at GridSense (see Note 3(a)), its activities are reflected as discontinued operations. Following the closing of the DSIT Transaction (see Note 12 Subsequent Events), beginning with the Companys second quarter 2016 report, the Company will no longer be consolidating the results of DSIT, but will be reporting on its investment in DSIT on the equity method. Accordingly, beginning with the Companys second quarter 2016 report, the Company will no longer be reporting on the results of its Energy & Security Sonar Solutions segment. Energy & Security Sonar Solutions PGM Other Total Three months ended March 31, 2016 Revenues from external customers $ 3,582 $ 667 $ 512 $ 4,761 Intersegment revenues Segment gross profit 1,133 333 165 1,631 Depreciation and amortization 43 16 12 71 Segment net income (loss) before income taxes 67 (239 ) (26 ) (198 ) Three months ended March 31, 2015 Revenues from external customers $ 2,660 $ 553 $ 497 $ 3,710 Intersegment revenues Segment gross profit 605 340 297 1,242 Depreciation and amortization 45 18 11 74 Segment net income (loss) before income taxes (294 ) (278 ) 105 (467 ) Reconciliation of Segment Income (Loss) to Consolidated Net Loss Before Income Taxes Three months ended March 31, 2015 2016 Total net loss before income taxes for reportable segments $ (572 ) $ (172 ) Other operational segment net income (loss) before income taxes 105 (26 ) Total segment net loss before income taxes (467 ) (198 ) Unallocated cost of corporate headquarters* (1,033 ) (1,419 ) Unallocated benefit (cost) of DSIT headquarters 10 (15 ) Consolidated loss before income taxes $ (1,490 ) $ (1,632 ) * Includes stock compensation expense of $208 and $220 for the three month periods ended March 31, 2015 and 2016, respectively. The three month period ended March 31, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $250 of interest expense to Leap Tide and directors. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 SUBSEQUENT EVENTS Sale of interest in DSIT On April 21, 2016, the Company closed on a transaction (the DSIT Transaction) initially entered into on January 28, 2016 for the sale of a 50% interest in its DSIT Solutions, Ltd. business to Rafael Advanced Defense Systems Ltd., a major Israeli defense company. At closing, Acorn received gross proceeds of $4,913 before escrow, fees and taxes. From the gross proceeds, Acorn deposited approximately $579 to satisfy the escrow requirements in the sale. The Company will be able access those funds, net of any disbursements, in October 2017. Acorn also paid an Israeli withholding tax of approximately $266. Acorn is also eligible to receive its pro-rata share of a $1,000 earn-out over a three-year period. Following the sale, Acorn owns approximately 41.2% of DSIT. Repayment of Leap Tide Loan 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). Jan H. Loeb, the Companys new President and CEO (see Note 8) is the Manager of Leap Tide. Principal and accrued interest was due and payable on August 13, 2016. Interest accrued and was payable quarterly at a rate of 10% per annum. On April 29, 2016, following the receipt of the net proceeds from the DSIT Transaction, the Company repaid in full the $2,000 of principal and all accrued interest in full satisfaction of the cash due to Leap Tide under the LT Loan. 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 was 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 was outstanding. The number of Vested Share Rights that accrued in a given month was prorated to the extent less than the full principal amount was outstanding and/or for any partial month in which no principal amount was 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). Through April 29, 2016, Leap Tide earned 1,531,396 Vested Share Rights. Under the terms of the LT Loan, the Company may on or prior to 30 days after the 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 would be $0.30 for each Initial Share so repurchased and each Vested Share Right so settled. The Company does not expect to repurchase any of the Initial Shares or settle any of the accrued Vested Share Rights for cash. Repayment of Loans from Directors On April 29, 2016, following the receipt of the net proceeds from the DSIT Transaction, the Company repaid in full $275 ($200 from one director and $75 from a another director) under promissory notes plus interest equal to 15% of the amounts borrowed under the promissory notes. In addition, a third director who had lent the Company $100 under similar terms, elected to convert the principal and $15 of interest due into Common Stock of the Company. In accordance with the terms of the promissory note, the director received 465,587 shares of Common Stock of the Company. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Schedule of Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of GridSense are as follows: As at December 31, 2015 March 31, 2016 Cash and cash equivalents $ 48 $ 75 Other current assets and non-current assets 1,060 241 Total assets $ 1,108 $ 316 Short-term bank credit $ 138 $ 121 Accounts payable 950 978 Accrued payroll, payroll taxes and social benefits 186 303 Other current and non-current liabilities 572 614 Total liabilities $ 1,846 $ 2,016 |
GridSense's Operations [Member] | |
Schedule of Financial Information | Summarized financial information for GridSenses operations for the three months ended March 31, 2015 and 2016 are presented below: Three months ended March 31, 2015 2016 Revenues $ 908 $ 143 Gross profit (loss) 277 (30 ) Net loss $ (325 ) $ (1,386 ) |
USSI's operations [Member] | |
Schedule of Financial Information | Summarized financial information for USSIs operations for the three months ended March 31, 2015 is presented below: Three months ended March 31, 2015 Revenues $ Gross profit (90 ) Net loss (1,152 ) Net loss attributable to non-controlling interests 145 Net loss attributable to Acorn Energy Inc. $ (1,007 ) |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, net | The composition of inventory is as follows: As of December 31, 2015 As of March 31, 2016 Raw materials $ 287 $ 362 Work-in-process 189 189 Finished goods 30 51 $ 506 $ 602 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amounts of Goodwill by Segment | The changes in the carrying amount of goodwill in the Companys Energy & Security Sonar Solutions segment from December 31, 2015 to March 31, 2016 was as follows: Total Balance at December 31, 2015 $ 516 Translation adjustment 19 Balance at March 31, 2016 $ 535 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Stock Option activity | A summary of stock option activity for the three months ended March 31, 2016 is as follows: Number of Options (in shares) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2015 2,364,918 $ 3.51 Granted Exercised Forfeited or expired (66,666 ) $ 3.70 Outstanding at March 31, 2016 2,298,252 $ 3.50 5.1 years $ Exercisable at March 31, 2016 2,186,583 $ 3.58 5.0 years $ |
Summary of Warrant Activity | The Company previously 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: Number of Warrants (in shares) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 2,619,423 $ 1.48 Granted 35,000 0.13 Exercised Forfeited or expired Outstanding at March 31, 2016 2,654,423 $ 1.46 3.9 years |
Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The fair value of the warrants granted ($0.08 per warrant during the three months ended March 31, 2016) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 1.79% Expected term of warrants 7.0 years Expected annual volatility 78% Expected dividend yield % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 Level 1 Level 2 Level 3 Total Restricted deposits current $ 1,749 $ $ $ 1,749 Restricted deposits non-current 2,643 2,643 Derivative assets 122 122 Total $ 4,514 $ $ $ 4,514 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 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | Energy & Security Sonar Solutions PGM Other Total Three months ended March 31, 2016 Revenues from external customers $ 3,582 $ 667 $ 512 $ 4,761 Intersegment revenues Segment gross profit 1,133 333 165 1,631 Depreciation and amortization 43 16 12 71 Segment net income (loss) before income taxes 67 (239 ) (26 ) (198 ) Three months ended March 31, 2015 Revenues from external customers $ 2,660 $ 553 $ 497 $ 3,710 Intersegment revenues Segment gross profit 605 340 297 1,242 Depreciation and amortization 45 18 11 74 Segment net income (loss) before income taxes (294 ) (278 ) 105 (467 ) |
Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations | Three months ended March 31, 2015 2016 Total net loss before income taxes for reportable segments $ (572 ) $ (172 ) Other operational segment net income (loss) before income taxes 105 (26 ) Total segment net loss before income taxes (467 ) (198 ) Unallocated cost of corporate headquarters* (1,033 ) (1,419 ) Unallocated benefit (cost) of DSIT headquarters 10 (15 ) Consolidated loss before income taxes $ (1,490 ) $ (1,632 ) * Includes stock compensation expense of $208 and $220 for the three month periods ended March 31, 2015 and 2016, respectively. The three month period ended March 31, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $250 of interest expense to Leap Tide and directors. |
Basis of Presentation and Liq26
Basis of Presentation and Liquidity (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Non-escrow corporate cash and cash equivalents | $ 50 |
Directors Member] | April 29, 2016 [Member] | |
Repayment of debt | 275 |
Interest paid | 41 |
Leap Tide Member] | April 29, 2016 [Member] | |
Repayment of debt | 2,000 |
Interest paid | 15 |
DSIT Solutions, Ltd. [Member] | April 21, 2016 [Member] | |
Gross proceeds of sale before escrow, israeli withholding taxes and fees | 4,913 |
Escrow deposit | 579 |
Israeli withholding taxes paid | $ 266 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - GridSense [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Accrued severance costs | $ 140 | |
Accrual for lease commitment | $ 100 | |
Percentage of borrow against certain accounts receivable | 80.00% | |
Maximum accounts receivable balance borrowing base | $ 750 | |
Line of credit, expiration date | Jul. 16, 2016 | |
Debt interest rate | 1.25% | |
Utilized portion of accounts receivable line | $ 121 | $ 138 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 63 | $ 124 |
Other current assets and non-current assets | 1,857 | 1,633 |
Total assets | 22,865 | 24,330 |
Accounts payable | 2,895 | 2,346 |
GridSense [Member] | Discontinued Operations [Member] | ||
Cash and cash equivalents | 75 | 48 |
Other current assets and non-current assets | 241 | 1,060 |
Total assets | 316 | 1,108 |
Short-term bank credit | 121 | 138 |
Accounts payable | 978 | 950 |
Accrued payroll, payroll taxes and social benefits | 303 | 186 |
Other current and non-current liabilities | 614 | 572 |
Total liabilities | $ 2,016 | $ 1,846 |
Discontinued Operations - Sch29
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 4,761 | $ 3,710 |
Gross profit (loss) | 1,631 | 1,242 |
Net loss | (3,026) | (2,934) |
Net loss attributable to Acorn Energy Inc. | (2,975) | (2,769) |
GridSense [Member] | Discontinued Operations [Member] | ||
Revenues | 143 | 908 |
Gross profit (loss) | (30) | 277 |
Net loss | $ (1,386) | $ (325) |
U.S. Seismic Systems, Inc [Member] | Discontinued Operations [Member] | ||
Revenues | ||
Gross profit (loss) | $ (90) | |
Net loss | (1,152) | |
Net loss attributable to non-controlling interests | 145 | |
Net loss attributable to Acorn Energy Inc. | $ (1,007) |
Restructuring and Related Cha30
Restructuring and Related Charges (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Unpaid accrued lease cost balance | $ 204 | |
Repayment of debt | $ 11 | |
Restructuring charges payable | $ 193 | |
Expected to be paid restructuring cost date | Dec. 31, 2019 | |
Restructuring charges included in other current liabilities | $ 46 | |
Restructuring charges included in other liabilities | $ 147 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 22 | $ 22 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 362 | $ 287 |
Work-in-process | 189 | 189 |
Finished goods | 51 | 30 |
Inventory, net | $ 602 | $ 506 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amounts of Goodwill by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill, Beginning balance | $ 516 |
Goodwill, Ending balance | 535 |
Energy & Security Sonar Solutions [Member] | |
Goodwill, Beginning balance | 516 |
Translation adjustment | 19 |
Goodwill, Ending balance | $ 535 |
Loans from Directors (Details N
Loans from Directors (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2016 | Jan. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Proceeds from related party | $ 375 | |||
Directors Member] | ||||
Proceeds from related party | $ 300 | |||
Director One [Member] | ||||
Proceeds from related party | $ 200 | |||
Percentage of borrowed amounts the company need to repay to each director | 115.00% | |||
Director Two [Member] | ||||
Proceeds from related party | $ 100 | |||
Percentage of borrowed amounts the company need to repay to each director | 115.00% | |||
Another Director [Member] | ||||
Proceeds from related party | $ 75 | |||
Additional amount upon request by the company | $ 75 | |||
Percentage of borrowed amounts the company need to repay to each director | 115.00% |
Change of Senior Management (De
Change of Senior Management (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2016 | Jan. 28, 2016 |
Mr. Moore [Member] | ||
Severance payments | $ 425 | |
Mr. Moore [Member] | February 2016 to January 2017 [Member] | ||
Reimburse cost | $ 17 | |
Reimburse period | 12 months | |
Jan H. Loeb [Member] | ||
Consultant fee | $ 17 | |
Consulting Agreement expiration date | Jan. 7, 2017 | |
Jan H. Loeb [Member] | Consulting Agreement [Member] | ||
Issuance of warrants to purchase of common stock | 35,000 | |
Exercise price of warrants | $ 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. |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock based compensation expense | $ 220 | $ 208 |
Warrants fair value, per warrant | $ 0.08 | |
Selling General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 220 | 208 |
Discontinued Operations [Member] | U.S. Seismic Systems, Inc [Member] | ||
Stock based compensation expense | $ 6 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Plans (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding at beginning balance | shares | 2,364,918 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Forfeited or expired | shares | (66,666) |
Number of Options, Outstanding at end balance | shares | 2,298,252 |
Number of Options, Exercisable at end of period | shares | 2,186,583 |
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares | $ 3.51 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | $ 3.70 |
Weighted Average Exercise Price, Outstanding at end balance | $ / shares | 3.50 |
Weighted Average Exercise Price, Exercisable at end of Period | $ / shares | $ 3.58 |
Weighted Average Remaining Contractual Terms, Outstanding | 5 years 1 month 6 days |
Weighted Average Remaining Contractual Terms, Exercisable | 5 years |
Aggregate Intrinsic Value, Outstanding | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Equity [Abstract] | |
Number of shares warrants, Outstanding at beginning of year | shares | 2,619,423 |
Number of shares warrants, Granted | shares | 35,000 |
Number of shares warrants, Exercised | shares | |
Number of shares warrants, Forfeited or expired | shares | |
Number of shares warrants, Outstanding at end of year | shares | 2,654,423 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ / shares | $ 1.48 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.13 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Weighted Average Exercise Price, Outstanding at end of year | $ / shares | $ 1.46 |
Weighted Average Remaining Contractual Life | 3 years 10 months 24 days |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Risk-free interest rate | 1.79% |
Expected term of warrants | 7 years |
Expected annual volatility | 78.00% |
Expected dividend yield | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ in Thousands | Mar. 31, 2016USD ($) |
2018 [Member] | |
Security deposits | $ 2,643 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | $ 1,749 | $ 2,172 |
Restricted deposits - non-current | 2,643 | 2,951 |
Derivative assets | 122 | (4) |
Total | 4,514 | 5,119 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted deposits - current | 1,749 | 2,172 |
Restricted deposits - non-current | 2,643 | 2,951 |
Derivative assets | 122 | (4) |
Total | $ 4,514 | $ 5,119 |
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 | ||
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 | ||
Total |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended |
Mar. 31, 2016OperatingSegments | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segmented Data (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue from External Customers | $ 4,761 | $ 3,710 |
Intersegment revenues | ||
Segment gross profit | $ 1,631 | $ 1,242 |
Depreciation and amortization | 71 | 74 |
Segment net income (loss) before income taxes | (198) | (467) |
Energy & Security Sonar Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from External Customers | $ 3,582 | $ 2,660 |
Intersegment revenues | ||
Segment gross profit | $ 1,133 | $ 605 |
Depreciation and amortization | 43 | 45 |
Segment net income (loss) before income taxes | 67 | (294) |
PGM [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from External Customers | $ 667 | $ 553 |
Intersegment revenues | ||
Segment gross profit | $ 333 | $ 340 |
Depreciation and amortization | 16 | 18 |
Segment net income (loss) before income taxes | (239) | (278) |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from External Customers | $ 512 | $ 497 |
Intersegment revenues | ||
Segment gross profit | $ 165 | $ 297 |
Depreciation and amortization | 12 | 11 |
Segment net income (loss) before income taxes | $ (26) | $ 105 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Reporting [Abstract] | |||
Total net loss before income taxes for reportable segments | $ (172) | $ (572) | |
Other operational segment net income (loss) before income taxes | (26) | 105 | |
Total segment net loss before income taxes | (198) | (467) | |
Unallocated cost of corporate headquarters | [1] | (1,419) | (1,033) |
Unallocated benefit (cost) of DSIT headquarters | (15) | 10 | |
Consolidated loss before income taxes | $ (1,632) | $ (1,490) | |
[1] | Includes stock compensation expense of $208 and $220 for the three month periods ended March 31, 2015 and 2016, respectively. The three month period ended March 31, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $250 of interest expense to Leap Tide and directors. |
Segment Reporting - Schedule 45
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock compensation expense | $ 220 | $ 208 |
Leap Tide And Directors Loan [Member] | ||
Interest expense debt | 250 | |
Mr. Moore [Member] | ||
Officers compensation | $ 460 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2016 | Apr. 21, 2016 | Aug. 13, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Escrow requirements in the sale | $ 50 | $ 100 | |||
Loan and Security Agreement [Member] | Leap Tide Capital Partners III, LLC [Member] | |||||
Borrowed amount | $ 2,000 | ||||
Principal and accrued interest due and payable date | Aug. 13, 2016 | ||||
Loan interest rate | 10.00% | ||||
Subsequent Event [Member] | Directors Member] | |||||
Repayment of loans | $ 275 | ||||
Percentage of single payment to pay to each director equal to borrowed under promissory notes | 15.00% | ||||
Subsequent Event [Member] | Director One [Member] | |||||
Repayment of loans | $ 200 | ||||
Percentage of single payment to pay to each director equal to borrowed under promissory notes | 15.00% | ||||
Subsequent Event [Member] | Another Director [Member] | |||||
Repayment of loans | $ 75 | ||||
Percentage of single payment to pay to each director equal to borrowed under promissory notes | 15.00% | ||||
Subsequent Event [Member] | Third Director [Member] | |||||
Accrued interest, converted to shares | $ 15 | ||||
Number of shares received upon conversion | 465,587 | ||||
Debt conversion of principal amount | $ 100 | ||||
Subsequent Event [Member] | DSIT Solutions [Member] | |||||
Escrow requirements in the sale | $ 579 | ||||
Percentage of interest remained | 41.20% | ||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | DSIT Solutions [Member] | |||||
Percentage of interest sold | 50.00% | ||||
Gross proceeds received from sale | $ 4,913 | ||||
Israeli withholding tax paid | 266 | ||||
Earn - out amount | $ 1,000 | ||||
Pro-rata share earn out over the period | 3 years | ||||
Subsequent Event [Member] | Loan and Security Agreement [Member] | Leap Tide Capital Partners III, LLC [Member] | |||||
Principal and accrued interest due and payable date | Apr. 1, 2016 | ||||
Repayment of debt | $ 2,000 | ||||
Number of shares received upon conversion | 850,000 | ||||
Number of common stock shares rights vested, per month | 179,167 | ||||
common stock shares vested description | each vested right to receive one share, a Vested Share Right | ||||
Number of share vested rights earned | 1,531,396 | ||||
Initial share repurchase/settlement price per share | $ 0.30 |