Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 11, 2017 | |
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, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,411,463 | |
Trading Symbol | ACFN | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 663 | $ 222 |
Escrow deposit | 579 | 579 |
Accounts receivable, net of provisions for doubtful accounts of $11 at March 31, 2017 and December 31, 2016 | 654 | 1,005 |
Inventory, net | 188 | 202 |
Other current assets | 897 | 932 |
Investment in DSIT | 5,694 | 5,658 |
Current assets - discontinued operations | 112 | 119 |
Total current assets | 8,787 | 8,717 |
Property and equipment, net | 194 | 214 |
Other assets | 319 | 309 |
Total assets | 9,300 | 9,240 |
Current liabilities: | ||
Short-term credit | 274 | 376 |
Accounts payable | 375 | 708 |
Accrued payroll, payroll taxes and social benefits | 193 | 327 |
Deferred revenue | 2,143 | 2,149 |
Other current liabilities | 579 | 629 |
Current liabilities - discontinued operations | 925 | 997 |
Total current liabilities | 4,489 | 5,186 |
Non-current liabilities: | ||
Due to Acorn directors | 1,107 | 165 |
Due to DSIT | 1,241 | 1,171 |
Other non-current liabilities | 850 | 831 |
Total non-current liabilities | 3,198 | 2,167 |
Commitments and contingencies | ||
Equity: | ||
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized - 42,000,000 shares; Issued - 30,168,939 and 30,124,494 shares at March 31, 2017 and December 31, 2016, respectively | 302 | 301 |
Additional paid-in capital | 99,787 | 99,767 |
Warrants | 1,600 | 1,600 |
Accumulated deficit | (97,266) | (97,046) |
Treasury stock, at cost - 801,920 shares at March 31, 2017 and December 31, 2016 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (254) | (254) |
Total Acorn Energy, Inc. shareholders' equity | 1,133 | 1,332 |
Non-controlling interests | 480 | 555 |
Total equity | 1,613 | 1,887 |
Total liabilities and equity | $ 9,300 | $ 9,240 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 11 | $ 11 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 30,168,939 | 30,124,494 |
Treasury stock, shares | 801,920 | 801,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 1,096 | $ 4,761 |
Cost of sales | 482 | 3,130 |
Gross profit | 614 | 1,631 |
Operating expenses: | ||
Research and development expenses, net of credits | 92 | 365 |
Selling, general and administrative expenses | 859 | 2,625 |
Total operating expenses | 951 | 2,990 |
Operating loss | (337) | (1,359) |
Finance expense, net | (34) | (273) |
Loss before income taxes | (371) | (1,632) |
Income tax expense | (8) | |
Net loss after income taxes | (371) | (1,640) |
Share of income in DSIT | 36 | |
Loss before discontinued operations | (335) | (1,640) |
Income (loss) from discontinued operations, net of income taxes | 65 | (1,386) |
Net loss | (270) | (3,026) |
Non-controlling interest share of net loss - continuing operations | 50 | 51 |
Net loss attributable to Acorn Energy, Inc. shareholders | $ (220) | $ (2,975) |
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders: | ||
Continuing operations | $ (0.01) | $ (0.06) |
Discontinued operations | 0 | (0.05) |
Total attributable to Acorn Energy, Inc. shareholders | $ (0.01) | $ (0.11) |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders - basic and diluted | 29,335,000 | 27,325,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements Of Comprehensive Loss | ||
Net loss attributable to Acorn Energy, Inc. shareholders | $ (220) | $ (2,975) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 19 | |
Other comprehensive loss attributable to non-controlling interests | (1) | |
Comprehensive loss attributable to Acorn Energy, Inc. shareholders | $ (220) | $ (2,957) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes In Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Total Acorn Energy, Inc. Shareholders' Equity [Member] | Non-Controlling Interests [Member] | Total |
Balances at Dec. 31, 2016 | $ 301 | $ 99,767 | $ 1,600 | $ (97,046) | $ (3,036) | $ (254) | $ 1,332 | $ 555 | $ 1,887 |
Balances, shares at Dec. 31, 2016 | 30,125,000 | ||||||||
Net loss | (220) | (220) | (50) | (270) | |||||
Accrued dividend in OmniMetrix preferred shares | (25) | (25) | |||||||
Shares granted in lieu of director fees | $ 1 | 7 | 8 | 8 | |||||
Shares granted in lieu of director fees, shares | 44 | ||||||||
Stock option compensation | 13 | 13 | 13 | ||||||
Balances at Mar. 31, 2017 | $ 302 | $ 99,787 | $ 1,600 | $ (97,266) | $ (3,036) | $ (254) | $ 1,133 | $ 480 | $ 1,613 |
Balances, shares at Mar. 31, 2017 | 30,169,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (270) | $ (3,026) |
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A) | (87) | 2,304 |
Net cash used in operating activities - continuing operations | (357) | (722) |
Net cash used in operating activities - discontinued operations | (7) | (401) |
Net cash used in operating activities | (364) | (1,123) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | (24) | |
Restricted deposits | (82) | |
Release of restricted deposits | 818 | |
Release of escrow deposits | 50 | |
Amounts funded for severance assets | (69) | |
Net cash provided by (used in) investing activities - continuing operations | 693 | |
Net cash used in investing activities - discontinued operations | ||
Net cash provided by (used in) investing activities | 693 | |
Cash flows provided by (used in) financing activities: | ||
Short-term credit, net | (102) | 16 |
Proceeds from loans from directors | 900 | 375 |
Repayments of long-term debt | (32) | |
Net cash provided by financing activities - continuing operations | 798 | 359 |
Net cash used in financing activities - discontinued operations | (17) | |
Net cash provided by financing activities | 798 | 342 |
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 | |
Net increase (decrease) in cash and cash equivalents | 434 | (34) |
Cash and cash equivalents at the beginning of the year - discontinued operations | 19 | 48 |
Cash and cash equivalents at the beginning of the year - continuing operations | 222 | 124 |
Cash and cash equivalents at the end of the period - discontinued operations | 12 | 75 |
Cash and cash equivalents at the end of the period - continuing operations | 663 | 63 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss (income) from discontinued operations | (65) | 1,386 |
Depreciation and amortization | 20 | 72 |
Increase in accrued severance | 67 | |
Accretion of Leap Tide discount | 40 | |
Stock-based compensation | 13 | 220 |
Deferred taxes | 15 | |
Director fees paid in common stock | 8 | |
Share of income in DSIT | (36) | |
Other | 35 | |
Change in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable, unbilled revenue, other current and other assets | 376 | 54 |
Decrease (increase) in inventory | 14 | (96) |
Decrease in deferred revenue | 30 | (1,174) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current liabilities and all non-current liabilities | (447) | 1,685 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | (87) | 2,304 |
Non-cash investing and financing activities: | ||
Accrual of preferred dividends to outside investor in OmniMetrix | $ 25 | $ 25 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 3 Months Ended |
Mar. 31, 2017 | |
Basis Of Presentation And Liquidity | |
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, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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 Company’s condensed consolidated financial statements for the three month period ended March 31, 2016 to conform to the current period’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The Company had $333 of non-escrow corporate cash and cash equivalents on May 10, 2017. The Company also has a commitment from a director that would allow it to borrow up to an additional $1,000 on or after July 7, 2017. That commitment amount would be reduced to the extent that other additional liquidity is provided to the Company in the form of loans from the directors or other lenders with a maturity date no earlier than April 2018, or from any net proceeds from the sale by the Company of any of its DSIT shares. Such cash together with the expected October 2017 receipt of up to $579 of escrowed funds from the DSIT Transaction and reduced cash need from OmniMetrix based on their expected continued growth is expected to finance the Company’s operations only through the first quarter of 2018. In February 2016, OmniMetrix signed a Loan and Security Agreement (subsequently amended in September 2016) 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 (4.00% at March 31, 2017) plus 2% or 6% per year. In addition, OmniMetrix is required to pay a monthly service charge of 1.0% of the average aggregate principal amount outstanding for the prior month. Amounts available under the financing arrangement are based on 75% of all eligible invoices. OmniMetrix also agreed to maintain a minimum loan balance of $150 in its line-of-credit with the lender for a minimum of one year beginning October 1, 2016. OmniMetrix’s loan balance under the Loan and Security Agreement was $274 at March 31, 2017 and $376 at December 31, 2016. The Company currently does not have sufficient cash flow for the next twelve months from the date of this report. This is due to the fact that loans from directors and balances due to DSIT are due on the earlier of April 30, 2018 or the sale of the Company’s investment in DSIT which is currently being pursued. The Company cannot at this time determine whether it will be successful in selling its investment in DSIT in a timely manner or at a price that would provide sufficient cash to pay its debts and allow for the normal continuation of operations. As such, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. If the Company is unsuccessful in selling its DSIT investment, additional liquidity will be necessary to finance its operating activities and the operations of its OmniMetrix subsidiary. The Company will need to pursue sources of funding, which may include loans from related and/or non-related parties, a sale, partial sale or finding a strategic partner for OmniMetrix or equity financings. There can be no assurance additional funding will be available at terms acceptable to the Company. In addition, there can be no assurance that the Company will be able to successfully utilize any of these possible sources to provide additional liquidity. If additional funding is not available in sufficient amounts, the Company will not be able to fund its 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. |
Recent Authoritative Guidance
Recent Authoritative Guidance | 3 Months Ended |
Mar. 31, 2017 | |
Recent Authoritative Guidance | |
Recent Authoritative Guidance | NOTE 2—RECENT AUTHORITATIVE GUIDANCE In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with adjustment of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The FASB issued several subsequent standards in 2016 containing implementation guidance related to the new standard. These standards provide additional guidance related to principal versus agent considerations, licensing, and identifying performance obligations. Additionally, these standards provide narrow-scope improvements and practical expedients as well as technical corrections and improvements. Overall, the new guidance is to be effective for the fiscal year beginning after December 15, 2017. Companies are able to early adopt the pronouncement, however not before fiscal years beginning after December 15, 2016. The Company currently anticipates that it will adopt this standard using the modified retrospective method. The Company is creating an implementation team to provide training and to review contracts to assess the impact, if any; the new revenue standard will have on its consolidated financial statements. The Company is monitoring for any additional implementation or other guidance that may be issued in 2017 with respect to the new revenue standard and adjust its assessment and implementation plans accordingly. 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 entity’s 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 lessee’s 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 lessee’s 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 August 2016, the FASB issued ASU No. 2016-15 Cash Flow Statement (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. This new guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice, including: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and is not expected to have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash a consensus of the FASB Emerging Issues Task Force. This new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 and is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business. This new guidance clarifies the definition of a business in a business combination. The guidance is effective beginning the first quarter of fiscal year 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. Other relevant recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
Investment in Dsit Solutions, L
Investment in Dsit Solutions, Ltd. ('DSIT') | 3 Months Ended |
Mar. 31, 2017 | |
Investment In Dsit Solutions Ltd. Dsit | |
Investment in Dsit Solutions, Ltd. ('DSIT') | NOTE 3—INVESTMENT IN DSIT SOLUTIONS, LTD. (“DSIT”) On April 21, 2016, the Company closed on a transaction (the “DSIT Transaction”) for the sale of a portion of its interests DSIT Solutions, Ltd. business to Rafael Advanced Defense Systems Ltd., a major Israeli defense company. As a result of the DSIT Transaction, the Company’s 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, the Company no longer consolidates the results of DSIT, but rather accounts for its investment in DSIT under the equity method. DSIT’s results and the Company’s share of its net income for the three months ended March 31, 2017 can be seen below: Three months ending March 31, 2017 Revenue $ 4,061 Cost of sales 2,766 Gross profit 1,295 Research and development expenses, net 243 Selling, general and administrative expenses 953 Operating income 99 Finance income, net 8 Income before income taxes 107 Income tax expense (21 ) Net income $ 86 Acorn’s share of net income in DSIT $ 36 Assets and liabilities related to the operations of DSIT are as follows: March 31, 2017 December 31, 2016 Current assets: Cash and cash equivalents $ 3,484 $ 1,047 Restricted deposits 984 2,648 Accounts receivable, net 2,172 2,825 Unbilled revenue 4,043 4,918 Inventory 386 481 Other current assets 938 795 Total current assets 12,007 12,714 Property and equipment, net 609 569 Severance assets 4,256 3,915 Restricted deposits 65 646 Due from Acorn 1,241 1,171 Other assets 287 339 Total assets $ 18,465 $ 19,354 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 546 $ 1,239 Accounts payable 1,201 1,461 Accrued payroll, payroll taxes and social benefits 1,261 1,142 Deferred revenue 361 431 Other current liabilities 2,223 2,736 Total current liabilities 5,592 7,009 Accrued severance 5,810 5,374 Other non-current liabilities 16 9 Total liabilities $ 11,418 $ 12,392 The Due from Acorn balance at March 31, 2017 is comprised of a loan of $340 from DSIT and unreimbursed expenses of $672, both of which accrue interest at 3.15% per annum. Such balances are due the earlier of April 30, 2018 or the sale of Acorn’s remaining shares in DSIT. In addition to the above balances, the Due from Acorn balance also includes $229 with respect to provisions for severance and vacation for the Company’s CFO who is an employee of DSIT. DSIT’s results that were included in the Company’s Condensed Consolidated Statements of Operations in the three month period ending March 31, 2016 can be seen below: Three months ending March 31, 2016 Revenue $ 3,920 Cost of sales 2,714 Gross profit 1,206 Research and development expenses, net 288 Selling, general and administrative expenses 857 Operating income 61 Finance expense, net (14 ) Income before income taxes 47 Income tax expense (8 ) Net income 39 Net income attributable to non-controlling interests (6 ) Net income attributable to Acorn Energy Inc. $ 33 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 4— Discontinued Operations In April 2016, the Company announced that it 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. Following the decision to cease GridSense operations, the Company wrote down all GridSense assets to their estimated realizable values at the time and accrued for estimated severance costs of $140 and lease commitments of $100 in GridSense’s first quarter 2016 results. In July 2016, the Company and its GridSense subsidiary completed the sale of the GridSense assets to Franklin Fueling Systems, Inc., a wholly-owned subsidiary of Franklin Electric Co., Inc. for a gross sales price of $1,000 of which $100 was set aside as an indemnity escrow. Under the terms of the escrow, if there were no pending indemnifiable claims, $50 was to be released to GridSense on January 7, 2017, with the balance to be released to GridSense on July 7, 2017. The buyers refused to authorize the escrow agent to release the $50 on January 7, 2017 and, subsequent to that date, submitted purported third-party indemnifiable claims which the Company believes to be both untimely and without merit. This dispute has yet to be resolved. Following the sale, GridSense engaged a third-party liquidation officer to satisfy, to the extent of the funds available, the claims of GridSense creditors, including Acorn which is GridSense’s largest creditor. At December 31, 2016, GridSense had approximately $19 of cash available (excluding escrow amounts) for satisfaction of remaining creditor claims of approximately $314. During the three months ended March 31, 2017, the liquidator settled $70 of claims while disbursing $7 to those creditors. At March 31, 2017, GridSense had approximately $12 of cash available (excluding escrow amounts) for satisfaction of remaining creditor claims of approximately $244. Assets and liabilities related to the discontinued operations of GridSense are as follows: As of March 31, 2017 December 31, 2016 Cash and cash equivalents $ 12 $ 19 Other current assets and non-current assets 100 100 Total assets $ 112 $ 119 Accounts payable $ 431 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 925 $ 997 GridSense’s operating results for the three months ended March 31, 2017 and 2016 are included in “Income (loss) from discontinued operations, net of income taxes” in the Company’s Condensed Consolidated Statements of Operations. Summarized financial information for GridSense’s operations for the three months ended March 31, 2017 and 2016 are presented below: Three months ended March 31, 2017 2016 Revenue $ — $ 143 Gross profit (loss) — (30 ) Net income (loss) $ 65 $ (1,386 ) |
Loans from Directors
Loans from Directors | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Loans from Directors | NOTE 5— Loans from Directors (a) Director Loans to Acorn On February 16, 2017, the Company secured commitments for $1,900 in funding in the form of loans from members of the Company’s Board of Directors, including $900 immediately funded. Acorn expects to repay the loans, which mature at the end of April 2018 and accrue interest at the rate of 12.5% (16.5% after February 15, 2018) per annum, payable at maturity, with proceeds from a future sale of its 41.2% ownership in its DSIT Solutions Ltd. affiliate. In addition to the $900 already funded, one of the Company’s directors agreed to loan up to an additional $1,000 to the Company on or after July 7, 2017 on substantially identical terms as the currently funded loans. The amount of any such additional financing would be reduced to the extent that other additional liquidity is provided to the Company in the form of loans from the directors or other lenders with a maturity date no earlier than April 2018, or from any net proceeds from the sale by the Company of any of its DSIT shares. The Company is required to apply the net proceeds from the sale of any of its DSIT shares in repayment of the principal of the directors’ loans and all interest accrued. If all or part of the principal or interest remains unpaid after the maturity date, then each of the lending directors may with the consent of the Company, convert such overdue amounts into common stock of OmniMetrix Holdings Inc. (see below) based on an independent valuation to be obtained at the time of such conversion. During the three months ended March 31, 2017, the Company accrued $13 of interest with respect to these director loans. (b) Director Investment and Loans to OmniMetrix In 2015, one of the Company’s directors acquired a 20% interest in the Company’s OmniMetrix Holdings, Inc. subsidiary (“Holdings”) through the purchase of $1,000 of OmniMetrix Preferred Stock (“Preferred Stock”). Holdings is the holder of 100% of the membership interests OmniMetrix, LLC through which the Company operates its Power Generation and Corrosion Protection monitoring activities. The $1,000 investment by the director has been recorded as an increase in non-controlling interests. A dividend of 10% per annum accrues on the Preferred Stock. The dividend is payable on the first anniversary of the funding of the investment and quarterly thereafter for so long as the Preferred Stock is outstanding and has not been converted to Common Stock. Through December 31, 2016, a dividend payable of $115 was recorded with respect to the Preferred Stock. On December 31, 2016, the director agreed to treat the $115 of accrued dividends as a loan to OmniMetrix which bears interest at 8% per year. Such loan is in addition to the $50 loan given by the director to OmniMetrix in December of 2016. During the three months ended March 31, 2017, $25 of dividends accrued on the Preferred Stock and were added to the loan balance. All amounts due (principal and interest) are due the later of April 30, 2018 or 90 days following the advance of a new loan (quarterly dividend accrual). |
Restructuring and Related Charg
Restructuring and Related Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | NOTE 6— 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, 2016, $159 of lease payments associated with the reduced utilization of leased facilities remained unpaid. During the three months ended March 31, 2017, OmniMetrix paid $12 of this liability. The total remaining accrued restructuring balance of $147 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($47) and Other liabilities ($100) in the Company’s condensed consolidated balance sheets. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | NOTE 7—EQUITY (a) Acorn Stock Options A summary of stock option activity for the three months ended March 31, 2017 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, 2016 2,050,369 $ 3.62 Granted 90,000 0.25 Exercised — — Forfeited or expired (229,879 ) $ 1.74 Outstanding at March 31, 2017 1,910,490 $ 3.56 3.6 years $ 25 Exercisable at March 31, 2017 1,397,904 $ 3.80 3.4 years $ 15 (b) Stock-based Compensation Expense Stock-based compensation expense included in Selling, general and administrative expenses in the Company’s Condensed Statements of Operations for the three month periods ended March 31, 2017 and March 31, 2016 was $13 and $220, respectively. (c) Common Stock in Lieu of Board Fees Each Director may elect by written notice delivered on or before the first day of each calendar year whether to receive, in lieu of some or all of his or her retainer and board fees, that number of shares of Company Common Stock as shall have a value equal to the applicable retainer and board fees, based on the closing price of the Company’s Common Stock on its then-current trading platform or exchange on the last trading day immediately preceding the first day of the applicable year. Once made, the election shall be irrevocable for such election year and the shares subject to the election shall vest and be issued one-fourth upon the first day of the election year and one-fourth as of the first day of each of the second through fourth calendar quarters thereafter during the remainder of the election year. For the 2017 calendar year, Messrs. Woolard and Jackson elected to receive Common Stock in lieu of retainer and board fees and accordingly were for the first three months of 2017 issued 20,834 and 23,611 shares of Common Stock, respectively. They are to receive a combined 44,444 shares on April 1, July 1 and October 1 of 2017. (d) Warrants The Company previously issued warrants at exercise prices equal to or greater than market value of the Company’s 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, 2016 2,654,423 $ 1.46 Granted — — Exercised — — Forfeited or expired — — Outstanding at March 31, 2017 2,654,423 $ 1.46 2.9 years |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 8—SEGMENT REPORTING The Company currently operates in two reportable operating segments, both of which are performed though the Company’s OmniMetrix subsidiary: ● Power Generation (“PG”) monitoring (formerly known as Machine-to-Machine Critical Asset Monitoring & Control). The PG segment provides wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications. ● Corrosion Protection (“CP”) monitoring. The CP segment provides for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies. In addition, up to the closing of the DSIT Transaction (see Note 3), the Company reported its activities in the Energy & Security Sonar Solutions segment. This segment, whose activities were performed by DSIT, provided 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. “Other” operations include certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities performed by the Company’s DSIT subsidiary that did not meet the quantitative thresholds under applicable accounting principles. Following the closing of the DSIT Transaction, the Company is no longer consolidating the results of DSIT, but rather is reporting on its investment in DSIT on the equity method. Accordingly, effective April 21, 2016, the Company no longer consolidates the results of DSIT’s Energy & Security Sonar Solutions segment or the activities of its “Other” segment. The following tables represent segmented data for the three months ended March 31, 2017 and March 31, 2016: PG CP Energy & Security Sonar Systems* Other* Total Three months ended March 31, 2017: Revenues from external customers $ 898 $ 198 $ — $ — $ 1,096 Intersegment revenues — — — — — Segment gross profit 520 94 — — 614 Depreciation and amortization 16 4 — — 20 Segment loss before income taxes (145 ) (64 ) — — (209 ) Three months ended March 31, 2016: Revenues from external customers $ 667 $ 174 $ 3,582 $ 338 $ 4,761 Intersegment revenues — — — — — Segment gross profit 333 92 1,133 73 1,631 Depreciation and amortization 16 4 43 8 71 Segment income (loss) before income taxes (239 ) (13 ) 67 (13 ) (198 ) * Acorn ceased consolidating the results of DSIT following the close of the sale of a portion of Acorn’s interest in DSIT on April 21, 2016. Accordingly, there are no results for the period ending March 31, 2017. Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Three months ended March 31, 2017 2016 Total net loss before income taxes for reportable segments $ (209 ) $ (185 ) Other operational segment net income (loss) before income taxes — (13 ) Total segment net loss before income taxes (209 ) (198 ) Unallocated cost of corporate headquarters* (162 ) (1,419 ) Unallocated benefit (cost) of DSIT headquarters — (15 ) Consolidated loss before income taxes $ (371 ) $ (1,632 ) * Includes stock compensation expense of $13 and $220 for the three month periods ended March 31, 2017 and March 31, 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. |
Investment in Dsit Solutions,16
Investment in Dsit Solutions, Ltd. ('DSIT') (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investment In Dsit Solutions Ltd. Dsit | |
DSIT Results For The Three Months Ended March 31, 2017 and 2016 | DSIT’s results and the Company’s share of its net income for the three months ended March 31, 2017 can be seen below: Three months ending March 31, 2017 Revenue $ 4,061 Cost of sales 2,766 Gross profit 1,295 Research and development expenses, net 243 Selling, general and administrative expenses 953 Operating income 99 Finance income, net 8 Income before income taxes 107 Income tax expense (21 ) Net income $ 86 Acorn’s share of net income in DSIT $ 36 DSIT’s results that were included in the Company’s Condensed Consolidated Statements of Operations in the three month period ending March 31, 2016 can be seen below: Three months ending March 31, 2016 Revenue $ 3,920 Cost of sales 2,714 Gross profit 1,206 Research and development expenses, net 288 Selling, general and administrative expenses 857 Operating income 61 Finance expense, net (14 ) Income before income taxes 47 Income tax expense (8 ) Net income 39 Net income attributable to non-controlling interests (6 ) Net income attributable to Acorn Energy Inc. $ 33 |
Schedule of Assets and Liabilities | Assets and liabilities related to the operations of DSIT are as follows: March 31, 2017 December 31, 2016 Current assets: Cash and cash equivalents $ 3,484 $ 1,047 Restricted deposits 984 2,648 Accounts receivable, net 2,172 2,825 Unbilled revenue 4,043 4,918 Inventory 386 481 Other current assets 938 795 Total current assets 12,007 12,714 Property and equipment, net 609 569 Severance assets 4,256 3,915 Restricted deposits 65 646 Due from Acorn 1,241 1,171 Other assets 287 339 Total assets $ 18,465 $ 19,354 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 546 $ 1,239 Accounts payable 1,201 1,461 Accrued payroll, payroll taxes and social benefits 1,261 1,142 Deferred revenue 361 431 Other current liabilities 2,223 2,736 Total current liabilities 5,592 7,009 Accrued severance 5,810 5,374 Other non-current liabilities 16 9 Total liabilities $ 11,418 $ 12,392 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - GridSense's Operations [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of GridSense are as follows: As of March 31, 2017 December 31, 2016 Cash and cash equivalents $ 12 $ 19 Other current assets and non-current assets 100 100 Total assets $ 112 $ 119 Accounts payable $ 431 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 925 $ 997 |
Schedule of Financial Information, Related to Discontinued Operations | Summarized financial information for GridSense’s operations for the three months ended March 31, 2017 and 2016 are presented below: Three months ended March 31, 2017 2016 Revenue $ — $ 143 Gross profit (loss) — (30 ) Net income (loss) $ 65 $ (1,386 ) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Plans | A summary of stock option activity for the three months ended March 31, 2017 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, 2016 2,050,369 $ 3.62 Granted 90,000 0.25 Exercised — — Forfeited or expired (229,879 ) $ 1.74 Outstanding at March 31, 2017 1,910,490 $ 3.56 3.6 years $ 25 Exercisable at March 31, 2017 1,397,904 $ 3.80 3.4 years $ 15 |
Summary of Warrant Activity | The Company previously issued warrants at exercise prices equal to or greater than market value of the Company’s 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, 2016 2,654,423 $ 1.46 Granted — — Exercised — — Forfeited or expired — — Outstanding at March 31, 2017 2,654,423 $ 1.46 2.9 years |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | The following tables represent segmented data for the three months ended March 31, 2017 and March 31, 2016: PG CP Energy & Security Sonar Systems* Other* Total Three months ended March 31, 2017: Revenues from external customers $ 898 $ 198 $ — $ — $ 1,096 Intersegment revenues — — — — — Segment gross profit 520 94 — — 614 Depreciation and amortization 16 4 — — 20 Segment loss before income taxes (145 ) (64 ) — — (209 ) Three months ended March 31, 2016: Revenues from external customers $ 667 $ 174 $ 3,582 $ 338 $ 4,761 Intersegment revenues — — — — — Segment gross profit 333 92 1,133 73 1,631 Depreciation and amortization 16 4 43 8 71 Segment income (loss) before income taxes (239 ) (13 ) 67 (13 ) (198 ) * Acorn ceased consolidating the results of DSIT following the close of the sale of a portion of Acorn’s interest in DSIT on April 21, 2016. Accordingly, there are no results for the period ending March 31, 2017. |
Schedule of Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes | Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Three months ended March 31, 2017 2016 Total net loss before income taxes for reportable segments $ (209 ) $ (185 ) Other operational segment net income (loss) before income taxes — (13 ) Total segment net loss before income taxes (209 ) (198 ) Unallocated cost of corporate headquarters* (162 ) (1,419 ) Unallocated benefit (cost) of DSIT headquarters — (15 ) Consolidated loss before income taxes $ (371 ) $ (1,632 ) * Includes stock compensation expense of $13 and $220 for the three month periods ended March 31, 2017 and March 31, 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 $250 of interest expense to Leap Tide and directors. |
Basis of Presentation and Liq20
Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Oct. 02, 2016 | Feb. 28, 2016 | |
Debt interest rate | 3.15% | |||
Omni Metrix [Member] | ||||
Accounts receivable formula-based financing maximum amount | $ 500 | |||
Debt interest rate | 4.00% | |||
Debt interest rate description | Debt incurred under this financing arrangement bears interest at the greater of prime (4.00% at March 31, 2017) plus 2% or 6% per year. | |||
Monthly service charge percentage | 1.00% | |||
Invoice percentage eligible for financing arrangement | 75.00% | |||
Minimum loan balance with lender | $ 150 | |||
Omni Metrix [Member] | Loan and Security Agreement [Member] | ||||
Minimum loan balance with lender | $ 274 | $ 376 | ||
Maximum Amount Due on October 2017 [Member] | ||||
Escrowed funds | 579 | |||
May 10, 2017 [Member] | ||||
Non-escrow corporate cash and cash equivalents | 333 | |||
July 7, 2017 [Member] | Directors Member] | ||||
Commitment to provide an additional loan | $ 1,000 |
Investment in Dsit Solutions,21
Investment in Dsit Solutions, Ltd. ('DSIT') (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2016 | |
Loan from DSIT | $ 340 | |
Unreimbursed expenses | $ 672 | |
Percentage of accrue interest rate per annum | 3.15% | |
Debt maturity date | Apr. 30, 2018 | |
Due from provisions for vacation and severance | $ 229 | |
Prior DSIT Transaction [Member] | ||
Percentage of investment in DSIT determined based on holdings | 78.70% | |
Post DSIT Transaction [Member] | ||
Percentage of investment in DSIT determined based on holdings | 41.20% |
Investment in Dsit Solutions,22
Investment in Dsit Solutions, Ltd. ('DSIT') - Schedule of Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 1,096 | $ 4,761 |
Cost of sales | 482 | 3,130 |
Gross profit | 614 | 1,631 |
Selling, general and administrative expenses | 859 | 2,625 |
Operating income | (337) | (1,359) |
Finance income (expense) , net | (34) | (273) |
Income before income taxes | (371) | (1,632) |
Income tax expense | (8) | |
Net income | (270) | (3,026) |
Net income attributable to non-controlling interests | (50) | (51) |
Acorn's share of net income in DSIT | 36 | |
Net income attributable to Acorn Energy Inc | (220) | (2,975) |
DSIT Solutions, Ltd [Member] | ||
Revenue | 3,920 | |
Cost of sales | 2,714 | |
Gross profit | 1,206 | |
Research and development expenses, net | 288 | |
Selling, general and administrative expenses | 857 | |
Operating income | 61 | |
Finance income (expense) , net | (14) | |
Income before income taxes | 47 | |
Income tax expense | (8) | |
Net income | 39 | |
Net income attributable to non-controlling interests | (6) | |
Acorn's share of net income in DSIT | ||
Net income attributable to Acorn Energy Inc | $ 33 | |
DSIT Solutions, Ltd [Member] | Equity Method of Accounting [Member] | ||
Revenue | 4,061 | |
Cost of sales | 2,766 | |
Gross profit | 1,295 | |
Research and development expenses, net | 243 | |
Selling, general and administrative expenses | 953 | |
Operating income | 99 | |
Finance income (expense) , net | 8 | |
Income before income taxes | 107 | |
Income tax expense | (21) | |
Net income | 86 | |
Net income attributable to non-controlling interests | ||
Acorn's share of net income in DSIT | 36 | |
Net income attributable to Acorn Energy Inc |
Investment in Dsit Solutions,23
Investment in Dsit Solutions, Ltd. ('DSIT') - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 663 | $ 222 |
Accounts receivable, net | 654 | 1,005 |
Inventory | 188 | 202 |
Other current assets | 897 | 932 |
Total current assets | 8,787 | 8,717 |
Property and equipment, net | 194 | 214 |
Other assets | 319 | 309 |
Total assets | 9,300 | 9,240 |
Short-term bank credit and current maturities of long-term bank debt | 274 | 376 |
Accounts payable | 375 | 708 |
Accrued payroll, payroll taxes and social benefits | 193 | 327 |
Deferred revenue | 2,143 | 2,149 |
Other current liabilities | 579 | 629 |
Total current liabilities | 4,489 | 5,186 |
Other non-current liabilities | 850 | 831 |
DSIT Solutions, Ltd [Member] | ||
Cash and cash equivalents | 3,484 | 1,047 |
Restricted deposits | 984 | 2,648 |
Accounts receivable, net | 2,172 | 2,825 |
Unbilled revenue | 4,043 | 4,918 |
Inventory | 386 | 481 |
Other current assets | 938 | 795 |
Total current assets | 12,007 | 12,714 |
Property and equipment, net | 609 | 569 |
Severance assets | 4,256 | 3,915 |
Restricted deposits | 65 | 646 |
Due from Acorn | 1,241 | 1,171 |
Other assets | 287 | 339 |
Total assets | 18,465 | 19,354 |
Short-term bank credit and current maturities of long-term bank debt | 546 | 1,239 |
Accounts payable | 1,201 | 1,461 |
Accrued payroll, payroll taxes and social benefits | 1,261 | 1,142 |
Deferred revenue | 361 | 431 |
Other current liabilities | 2,223 | 2,736 |
Total current liabilities | 5,592 | 7,009 |
Accrued severance | 5,810 | 5,374 |
Other non-current liabilities | 16 | 9 |
Total liabilities | $ 11,418 | $ 12,392 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
GridSense [Member] | ||||
Sale of business assets, gross sale price | $ 1,000 | |||
Indemnity escrow | 100 | |||
GridSense [Member] | Out Side Creditor [Member] | ||||
Amount of outside creditors claims settled | $ 70 | |||
Disbursed to outside creditors | 7 | |||
GridSense [Member] | To Be Released On January 7, 2017 [Member] | ||||
Indemnity escrow | 50 | |||
GridSense [Member] | To Be Released On July 7, 2017 [Member] | ||||
Indemnity escrow | $ 50 | |||
GridSense [Member] | ||||
Accrued severance costs | $ 140 | |||
Accrual for lease commitment | $ 100 | |||
Cash available excluding escrow amounts | 12 | $ 19 | ||
Remaining creditor claims | $ 244 | $ 314 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 663 | $ 222 |
Total assets | 9,300 | 9,240 |
Accounts payable | 375 | 708 |
Accrued payroll, payroll taxes and social benefits | 193 | 327 |
GridSense [Member] | Discontinued Operations [Member] | ||
Cash and cash equivalents | 12 | 19 |
Other current assets and non-current assets | 100 | 100 |
Total assets | 112 | 119 |
Accounts payable | 431 | 501 |
Accrued payroll, payroll taxes and social benefits | 90 | 90 |
Other current and non-current liabilities | 404 | 406 |
Total liabilities | $ 925 | $ 997 |
Discontinued Operations - Sch26
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 1,096 | $ 4,761 |
Gross profit (loss) | 614 | 1,631 |
Net income (loss) | (270) | (3,026) |
GridSense [Member] | Discontinued Operations [Member] | ||
Revenue | 143 | |
Gross profit (loss) | (30) | |
Net income (loss) | $ 65 | $ (1,386) |
Loans from Directors (Details N
Loans from Directors (Details Narrative) - USD ($) $ in Thousands | Feb. 16, 2017 | Dec. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt repayment date | Apr. 30, 2018 | |||
Accrued interest rate | 12.50% | |||
Preferred Stock [Member] | ||||
Dividend payable | $ 25 | $ 115 | ||
DSIT Solutions, Ltd [Member] | ||||
Company's holdings in DSIT | 41.20% | |||
Omni Metrix Holdings, Inc. [Member] | ||||
Debt interest rate | 20.00% | |||
Purchase of preferred stock | 1,000 | |||
Membership interest | 100.00% | |||
Investment by director | $ 1,000 | |||
Preferred stock, dividend rate | 10.00% | |||
After February 15, 2018 [Member] | ||||
Accrued interest rate | 16.50% | |||
Board Of Directors [Member] | ||||
Secured commitment from related party | $ 1,900 | |||
Immediately funded loan amount | 900 | |||
Funded amount | $ 900 | |||
Directors Member] | ||||
Debt instrument maturity description | maturity date the later of April 30, 2018 or 90 days following the advance of a new loan. | |||
Accrued interest | $ 13 | |||
Directors Member] | On Or After July 7, 2017 [Member] | ||||
Commitment to loan up to that amount | $ 1,000 | |||
Debt instrument maturity description | maturity date no earlier than April 2018 | |||
Director Member] | ||||
Debt interest rate | 8.00% | |||
Loan payable | $ 115 | |||
Addition to the loan balance | $ 25 | |||
Director Member] | Omni Metrix Holdings, Inc. [Member] | ||||
Loan payable | $ 50 |
Restructuring and Related Cha28
Restructuring and Related Charges (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges payable | $ 147 | $ 159 |
Repayment of accrued lease liability | $ 12 | |
Accrued restructuring balance to be paid | Dec. 31, 2019 | |
Restructuring charges included in other current liabilities | $ 47 | |
Restructuring charges included in other long-term liabilities | $ 100 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
April 1, 2017 [Member] | ||
Number of common stock to be issued in lieu of retainer and board fees | 44,444 | |
July 1, 2017 [Member] | ||
Number of common stock to be issued in lieu of retainer and board fees | 44,444 | |
October 1, 2017 [Member] | ||
Number of common stock to be issued in lieu of retainer and board fees | 44,444 | |
Woolard [Member] | ||
Number of common stock issued in lieu of board fees | 20,834 | |
Jackson [Member] | ||
Number of common stock issued in lieu of board fees | 23,611 | |
Selling General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 13 | $ 220 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Plans (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding at beginning balance | shares | 2,050,369 |
Number of Options, granted | shares | 90,000 |
Number of Options, exercised | shares | |
Number of Options, forfeited or expired | shares | (229,879) |
Number of Options, Outstanding at end balance | shares | 1,910,490 |
Number of Options, Exercisable at end of period | shares | 1,397,904 |
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares | $ 3.62 |
Weighted Average Exercise Price, granted | $ / shares | 0.25 |
Weighted Average Exercise Price, exercised | $ / shares | |
Weighted Average Exercise Price, forfeited or expired | $ / shares | 1.74 |
Weighted Average Exercise Price, Outstanding at end balance | $ / shares | 3.56 |
Weighted Average Exercise Price, Exercisable at end of Period | $ / shares | $ 3.80 |
Weighted average remaining contractual terms, outstanding | 3 years 7 months 6 days |
Weighted average remaining contractual terms, exercisable | 3 years 4 months 24 days |
Aggregate intrinsic value, outstanding | $ | $ 25 |
Aggregate intrinsic value, exercisable | $ | $ 15 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Equity [Abstract] | |
Number of shares warrants, outstanding at beginning of year | shares | 2,654,423 |
Number of shares warrants, granted | shares | |
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 | $ 1.46 |
Weighted average exercise price, granted | $ / shares | |
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 | 2 years 10 months 24 days |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended |
Mar. 31, 2017OperatingSegments | |
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, 2017 | Mar. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 1,096 | $ 4,761 | |
Intersegment revenues | |||
Segment gross profit | 614 | 1,631 | |
Depreciation and amortization | 20 | 71 | |
Segment income (loss) before income taxes | (209) | (198) | |
PG [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 898 | 667 | |
Intersegment revenues | |||
Segment gross profit | 520 | 333 | |
Depreciation and amortization | 16 | 16 | |
Segment income (loss) before income taxes | (145) | (239) | |
CP [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 198 | 174 | |
Intersegment revenues | |||
Segment gross profit | 94 | 92 | |
Depreciation and amortization | 4 | 4 | |
Segment income (loss) before income taxes | (64) | (13) | |
Energy & Security Sonar Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 3,582 | ||
Intersegment revenues | |||
Segment gross profit | 1,133 | ||
Depreciation and amortization | 43 | ||
Segment income (loss) before income taxes | 67 | ||
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | [1] | 338 | |
Intersegment revenues | [1] | ||
Segment gross profit | 73 | ||
Depreciation and amortization | [1] | 8 | |
Segment income (loss) before income taxes | [1] | $ (13) | |
[1] | Acorn ceased consolidating the results of DSIT following the close of the sale of a portion of Acorn's interest in DSIT on April 21, 2016. Accordingly, there are no results for the period ending March 31, 2017. |
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, 2017 | Mar. 31, 2016 | ||
Segment Reporting [Abstract] | |||
Total net loss before income taxes for reportable segments | $ (209) | $ (185) | |
Other operational segment net income (loss) before income taxes | (13) | ||
Total segment net loss before income taxes | (209) | (198) | |
Unallocated cost of corporate headquarters | [1] | (162) | (1,419) |
Unallocated benefit (cost) of DSIT headquarters | (15) | ||
Consolidated loss before income taxes | $ (371) | $ (1,632) | |
[1] | Includes stock compensation expense of $13 and $220 for the three month periods ended March 31, 2017 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 $250 of interest expense to Leap Tide and directors. |
Segment Reporting - Schedule 35
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock compensation expense | $ 13 | $ 220 |
Mr Moore [Member] | ||
Salaries and officers compensation | 460 | |
Director Member] | Leap Tide [Member] | ||
Interest expense debt | $ 250 |