Dsit Solutions, Ltd. ("DSIT") | NOTE 3DSIT SOLUTIONS, LTD. (DSIT) On April 21, 2016 (the Closing Date), the Company closed on a transaction (the DSIT Transaction) initially entered into on January 28, 2016 for the sale of a portion of its interests 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, the Company deposited approximately $579 to satisfy the escrow requirements in the sale. The Company expects the escrow deposit to be released 18 months from the Closing Date. The Company also paid an Israeli withholding tax of approximately $266 and incurred transaction costs of $184. In connection with the DSIT Transaction, the Company recorded a gain of $3,543. The Company is also eligible to receive its 82.4% pro-rata share of a $1,000 earn-out over a three-year period if certain operating results targets are met. The earn-out is not included in the determination of the gain in the DSIT Transaction and will only be recorded as a gain if and when the parties agree that the earn-out has in fact been earned. Prior to the Closing Date, all options in the DSIT Key Employee Stock Option Plan were exercised and DSIT received proceeds of $391 and the Companys holdings in DSIT were reduced from 88.3% to $78.7%. As a result of the DSIT Transaction, the Companys holdings in DSIT were reduced from 78.7% to 41.2% and subsequent to the DSIT Transaction, the Company has limited representation on the DSIT Board of directors. Accordingly, after the Closing Date, the Company no longer consolidates the results of DSIT. Assets and liabilities related to the deconsolidated operations of DSIT are as follows: December 31, 2015 At the Closing Date Current assets: Cash and cash equivalents $ 7 $ 516 Restricted deposits 2,172 2,517 Accounts receivable 5,826 5,166 Unbilled revenue 3,849 4,779 Inventory 230 297 Other current assets 698 935 Total current assets 12,782 14,210 Property and equipment, net 654 620 Severance assets 3,558 3,762 Restricted deposits 2,951 1,815 Due from Acorn 802 916 Goodwill 516 536 Other assets 124 80 Total assets $ 21,387 $ 21,939 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 1,917 $ 2,655 Accounts payable 1,869 2,072 Accrued payroll, payroll taxes and social benefits 1,261 1,286 Deferred revenue 3,487 2,219 Other current liabilities 1,417 1,615 Total current liabilities 9,951 9,847 Accrued severance 4,894 5,209 Other long-term liabilities 82 38 Total liabilities $ 15,017 $ 15,094 The Due from Acorn balance is comprised of a loan of $340 from DSIT and unreimbursed expenses of $328, both of which accrue interest at 3.15% per annum. Such balances are due the earlier of December 31, 2017 or the sale of Acorns remaining shares in DSIT. In addition to the above balances, the Due from Acorn balance also includes $248 with respect to provisions for severance and vacation for the Companys CFO who is an employee of DSIT. DSITs balance sheet at June 30, 2016 is not materially different from its balance sheet at the Closing Date. DSITs results are included in the Companys Condensed Consolidated Statements of Operations through the Closing Date and are presented below: January 1, 2015 to June 30, 2015 January 1, 2016 to the Closing Date April 1, 2015 to June 30, 2015 April 1, 2016 to the Closing Date Revenue $ 6,452 $ 5,074 $ 3,415 $ 1,154 Cost of sales 4,357 3,443 2,124 729 Gross profit 2,095 1,631 1,291 425 Research and development expenses, net 610 469 343 181 Selling, general and administrative expenses 1,556 1,063 844 206 Operating income (loss) (71 ) 99 104 38 Finance expense, net (61 ) (27 ) (61 ) (13 ) Income (loss) before income taxes (132 ) 72 43 25 Income tax benefit (expense) 13 (19 ) 20 (10 ) Net income (loss) (119 ) 53 63 15 Net (income) loss attributable to non-controlling interests 17 (9 ) (3 ) (3 ) Net income (loss) attributable to Acorn Energy Inc. $ (102 ) $ 44 $ 60 $ 12 As indicated above, after the Closing Date, the Company no longer consolidates the results of DSIT. After the Closing Date, the Company accounts for its investment in DSIT under the equity method. The initial balance of the Companys investment in DSIT ($5,391) was determined based the fair value of its 41.2% holdings in DSIT following the DSIT Transaction and the $13,100 value attributed to DSIT in the DSIT Transaction. In the period following the Closing Date, the Company recorded $25 as its 41.2% share of DSITs net income for the period from the Closing Date to June 30, 2016. |