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: September 30, 2016 At the Closing Date December 31, 2015 Current assets: Cash and cash equivalents $ 9 $ 516 7 Restricted deposits 1,885 2,517 2,172 Accounts receivable 4,221 5,166 5,826 Unbilled revenue 4,440 4,779 3,849 Inventory 323 297 230 Other current assets 923 935 698 Total current assets 11,801 14,210 12,782 Property and equipment, net 598 620 654 Severance assets 3,860 3,762 3,558 Restricted deposits 1,652 1,815 2,951 Due from Acorn 1,066 916 802 Goodwill -- 536 516 Other assets 86 80 124 Total assets $ 19,063 $ 21,939 21,387 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 1,317 $ 2,655 1,917 Accounts payable 984 2,072 1,869 Accrued payroll, payroll taxes and social benefits 1,106 1,286 1,261 Deferred revenue 1,454 2,219 3,487 Other current liabilities 2,351 1,615 1,417 Total current liabilities 7,212 9,847 9,951 Accrued severance 5,343 5,209 4,894 Other long-term liabilities 43 38 82 Total liabilities $ 12,598 $ 15,094 15,017 The Due from Acorn balance at September 30, 2016 is comprised of a loan of $340 from DSIT and unreimbursed expenses of $476, 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 $250 with respect to provisions for severance and vacation for the Companys CFO who is an employee of DSIT. DSITs results that were included in the Companys Condensed Consolidated Statements of Operations in the three and nine month periods ending September 30, 2015 can be seen below: Three months ending September 30, 2015 Nine months ending September 30, 2015 Revenue $ 3,616 $ 10,068 Cost of sales 2,228 6,585 Gross profit 1,388 3,483 Research and development expenses, net 200 810 Selling, general and administrative expenses 790 2,346 Operating income 398 327 Finance expense, net (17 ) (78 ) Income before income taxes 381 249 Income tax expense (33 ) (46 ) Net income 348 203 Net income attributable to non-controlling interests (46 ) (29 ) Net income attributable to Acorn Energy Inc. $ 302 $ 174 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 on 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. DSITs results and the Companys share of its net income for the three months ended September 30, 2016 and for the period from the Closing Date to September 30, 2016 can be seen below: Three months ending September 30, 2016 From the Closing Date to September 30, 2016 Revenue $ 4,009 $ 6,805 Cost of sales 2,883 4,803 Gross profit 1,126 2,002 Research and development expenses, net 235 341 Selling, general and administrative expenses 737 1,394 Operating income 154 267 Finance expense, net (51 ) (89 ) Income before income taxes 103 178 Income tax expense (12 ) (23 ) Net income 91 155 Acorns share in net income in DSIT $ 38 $ 63 |