Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 08, 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 | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,455,907 | |
Trading Symbol | ACFN | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 317 | $ 222 |
Escrow deposit | 579 | 579 |
Accounts receivable, net of provisions for doubtful accounts of $11 at June 30, 2017 and December 31, 2016 | 591 | 1,005 |
Inventory, net | 204 | 202 |
Investment in DSIT | 5,727 | 5,658 |
Other current assets | 921 | 932 |
Current assets – discontinued operations | 62 | 119 |
Total current assets | 8,401 | 8,717 |
Property and equipment, net | 174 | 214 |
Other assets | 323 | 309 |
Total assets | 8,898 | 9,240 |
Current liabilities: | ||
Short-term credit | 285 | 376 |
Accounts payable | 376 | 708 |
Accrued payroll, payroll taxes and social benefits | 65 | 327 |
Deferred revenue | 2,229 | 2,149 |
Due to Acorn directors | 1,163 | |
Due to DSIT | 1,429 | |
Other current liabilities | 509 | 629 |
Current liabilities – discontinued operations | 924 | 997 |
Total current liabilities | 6,980 | 5,186 |
Non-current liabilities: | ||
Due to Acorn directors | 165 | |
Due to DSIT | 1,171 | |
Other non-current liabilities | 843 | 831 |
Total non-current liabilities | 843 | 2,167 |
Commitments and contingencies | ||
Equity: | ||
Acorn Energy, Inc. shareholders - Common stock - $0.01 par value per share: Authorized – 42,000,000 shares; Issued – 30,213,383 and 30,124,494 shares at June 30, 2017 and December 31, 2016, respectively | 302 | 301 |
Additional paid-in capital | 99,800 | 99,767 |
Warrants | 1,600 | 1,600 |
Accumulated deficit | (97,757) | (97,046) |
Treasury stock, at cost – 801,920 shares at June 30, 2017 and December 31, 2016 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (254) | (254) |
Total Acorn Energy, Inc. shareholders' equity | 655 | 1,332 |
Non-controlling interests | 420 | 555 |
Total equity | 1,075 | 1,887 |
Total liabilities and equity | $ 8,898 | $ 9,240 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 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 | 30,213,383 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,045 | $ 1,915 | $ 2,141 | $ 6,676 |
Cost of sales | 451 | 1,133 | 933 | 4,263 |
Gross profit | 594 | 782 | 1,208 | 2,413 |
Operating expenses: | ||||
Research and development expenses, net of credits | 176 | 293 | 268 | 658 |
Selling, general and administrative expenses | 925 | 1,205 | 1,784 | 3,830 |
Total operating expenses | 1,101 | 1,498 | 2,052 | 4,488 |
Operating loss | (507) | (716) | (844) | (2,075) |
Finance expense, net | (52) | (275) | (86) | (548) |
Loss before income taxes | (559) | (991) | (930) | (2,623) |
Income tax expense | (11) | (19) | ||
Net loss after income taxes | (559) | (1,002) | (930) | (2,642) |
Gain on sale of interest in DSIT, net of income taxes and transaction costs | 3,543 | 3,543 | ||
Share of income in DSIT | 33 | 25 | 69 | 25 |
Income (loss) before discontinued operations | (526) | 2,566 | (861) | 926 |
Income (loss) from discontinued operations, net of income taxes | (224) | 65 | (1,610) | |
Net income (loss) | (526) | 2,342 | (796) | (684) |
Non-controlling interest share of net (income) loss – continuing operations | 35 | 94 | 85 | 145 |
Net income (loss) attributable to Acorn Energy, Inc. shareholders | $ (491) | $ 2,436 | $ (711) | $ (539) |
Basic and diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders: | ||||
Continuing operations | $ (0.02) | $ 0.10 | $ (0.02) | $ 0.04 |
Discontinued operations | (0.01) | 0 | (0.06) | |
Total attributable to Acorn Energy, Inc. shareholders | $ (0.02) | $ 0.09 | $ (0.02) | $ (0.02) |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic | 29,402 | 27,963 | 29,368 | 27,644 |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders –diluted | 29,402 | 27,968 | 29,368 | 27,651 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidated Statements Of Comprehensive Income Loss | ||||
Net income (loss) attributable to Acorn Energy, Inc. shareholders | $ (491) | $ 2,436 | $ (711) | $ (539) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (1) | 18 | ||
Other comprehensive income attributable to non-controlling interests | 3 | 2 | ||
Comprehensive income (loss) attributable to Acorn Energy, Inc. shareholders | $ (491) | $ 2,438 | $ (711) | $ (519) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes In Equity (Unaudited) - 6 months ended Jun. 30, 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 | (711) | (711) | (85) | (796) | |||||
Accrued dividend in OmniMetrix preferred shares | (50) | (50) | |||||||
Shares granted in lieu of director fees | $ 1 | 15 | 16 | 16 | |||||
Shares granted in lieu of director fees, shares | 88,000 | ||||||||
Stock option compensation | 18 | 18 | 18 | ||||||
Balances at Jun. 30, 2017 | $ 302 | $ 99,800 | $ 1,600 | $ (97,757) | $ (3,036) | $ (254) | $ 655 | $ 420 | $ 1,075 |
Balances, shares at Jun. 30, 2017 | 30,213,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (796) | $ (684) |
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A) | 32 | (1,679) |
Net cash used in operating activities – continuing operations | (764) | (2,363) |
Net cash used in operating activities – discontinued operations | (7) | (548) |
Net cash used in operating activities | (771) | (2,911) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | (33) | |
Proceeds from the sale of interests in DSIT, net of transaction costs and cash divested | 3,947 | |
Escrow deposits | (579) | |
Release of escrow deposits | 100 | |
Restricted deposits | (75) | |
Release of restricted deposits | 868 | |
Amounts funded for severance assets | (69) | |
Net cash provided by investing activities – continuing operations | 4,159 | |
Net cash provided by investing activities – discontinued operations | 50 | |
Net cash provided by investing activities | 50 | 4,159 |
Cash flows provided by (used in) financing activities: | ||
Short-term credit, net | (91) | 903 |
Proceeds from the exercise of DSIT options | 391 | |
Repayment of Leap Tide | (2,000) | |
Proceeds from loans from directors | 900 | 375 |
Repayment of director loans | (275) | |
Repayments of long-term debt | (43) | |
Net cash provided by financing activities – continuing operations | 809 | (649) |
Net cash used in financing activities – discontinued operations | (138) | |
Net cash provided by financing activities | 809 | 787 |
Effect of exchange rate changes on cash and cash equivalents – continuing operations | (5) | |
Effect of exchange rate changes on cash and cash equivalents – discontinued operations | 18 | |
Net increase (decrease) in cash and cash equivalents | 88 | 474 |
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 | 23 |
Cash and cash equivalents at the end of the period – continuing operations | 317 | 623 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss (income) from discontinued operations | (65) | 1,610 |
Depreciation and amortization | 40 | 107 |
Accretion of Leap Tide discount | 100 | |
Common stock issued for Leap Tide interest accrued | 281 | |
Conversion to common stock of interest due to director | 15 | |
Gain on sale of interests in DSIT, net of income taxes and transaction costs | (3,543) | |
Share of income in DSIT | (69) | (25) |
Increase in accrued severance | 67 | |
Stock-based compensation | 18 | 234 |
Deferred taxes | 18 | |
Director fees paid in common stock | 16 | |
Other | 36 | |
Change in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable, unbilled revenue, other current and other assets | 411 | (135) |
Decrease (increase) in inventory | (2) | (21) |
Decrease in deferred revenue | 124 | (1,158) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current liabilities and non-current liabilities and balances due to Acorn directors and DSIT | (441) | 735 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | 32 | (1,679) |
Non-cash investing and financing activities: | ||
Accrual of preferred dividends to outside investor in OmniMetrix | 50 | 50 |
Adjustment of paid-in-capital and non-controlling interest from the deconsolidation of DSIT | 242 | |
Conversion of director loan to common stock | 100 | |
Investment in DSIT from deconsolidation | $ 5,391 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 6 Months Ended |
Jun. 30, 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 six month period ended June 30, 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 six month period ended June 30, 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 $192 of non-escrow corporate cash and cash equivalents on June 30, 2017 and less than $30 on August 8, 2017. The Company has a commitment from directors that would allow it to borrow up to an additional $1,000 on or after July 7, 2017. The Company has not yet called upon this commitment. This remaining 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 2016 sale of DSIT shares to Rafael Advanced Defense Systems Ltd. and reduced cash need from OmniMetrix based on their expected continued growth is expected to finance the Company’s operations 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 (4.25% at June 30, 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 $285 at June 30, 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. 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 | 6 Months Ended |
Jun. 30, 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 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') | 6 Months Ended |
Jun. 30, 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 “Closing Date”), 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 six and three month periods ended June 30, 2017 can be seen below: Six months ending June 30, 2017 Three months ending June 30, 2017 Revenue $ 8,062 $ 4,001 Cost of sales 5,315 2,549 Gross profit 2,747 1,452 Research and development expenses, net 564 321 Selling, general and administrative expenses 1,921 968 Operating income 262 163 Finance expense, net (49 ) (57 ) Income before income taxes 213 106 Income tax expense (44 ) (23 ) Net income $ 169 $ 83 Acorn’s share of net income in DSIT $ 69 $ 33 Assets and liabilities related to the operations of DSIT are as follows: June 30, 2017 December 31, 2016 Current assets: Cash and cash equivalents $ 2,215 $ 1,047 Restricted deposits 785 2,648 Accounts receivable, net 3,322 2,825 Unbilled revenue 4,561 4,918 Inventory 424 481 Other current assets 957 795 Total current assets 12,264 12,714 Property and equipment, net 604 569 Severance assets 4,523 3,915 Restricted deposits 45 646 Due from Acorn 1,429 1,171 Other assets 325 339 Total assets $ 19,190 $ 19,354 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ — $ 1,239 Accounts payable 1,238 1,461 Accrued payroll, payroll taxes and social benefits 1,345 1,142 Deferred revenue 1,658 431 Other current liabilities 1,561 2,736 Total current liabilities 5,802 7,009 Accrued severance 6,182 5,374 Other non-current liabilities 77 9 Total liabilities $ 12,061 $ 12,392 The Due from Acorn balance at June 30, 2017 includes a loan of $340 from DSIT and unreimbursed expenses of $827, 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 $262 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 and six month periods ending June 30, 2016 can be seen below: January 1, 2016 to the Closing Date April 1, 2016 to the Closing Date Revenue $ 5,074 $ 1,154 Cost of sales 3,443 729 Gross profit 1,631 425 Research and development expenses, net 469 181 Selling, general and administrative expenses 1,063 206 Operating income 99 38 Finance expense, net (39 ) (13 ) Income before income taxes 60 25 Income tax expense (19 ) (10 ) Net income 41 15 Net income attributable to non-controlling interests (9 ) (3 ) Net income attributable to Acorn Energy Inc. $ 32 $ 12 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 4— Discontinued Operations In April 2016, the Company announced that it had decided to cease operations of its GridSense Inc. subsidiary and initiate the liquidation of the GridSense assets. As a result of this decision, GridSense is 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 Inc. 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. In the second quarter of 2017, $50 of the escrow was released to GridSense. These funds were used to settle $523 of claims by both Acorn and OmniMetrix following the cessation of settlements with outside creditors (see below). The remaining escrow balance was released in July 2017. Following the sale, GridSense Inc. engaged a third-party liquidation officer to satisfy, to the extent of the funds available, the claims of GridSense Inc. creditors, including Acorn which was GridSense Inc.’s largest creditor. At December 31, 2016, GridSense Inc. had approximately $19 of cash available (excluding escrow amounts) for satisfaction of remaining creditor claims of approximately $314. During the six months ended June 30, 2017, the liquidator settled $70 of claims while disbursing $7 to outside creditors. All of these settlements occurred in the first quarter of 2017. The Company does not expect the liquidator to settle any more remaining outside creditor claims. Assets and liabilities related to the discontinued operations of GridSense are as follows: As of June 30, 2017 December 31, 2016 Cash and cash equivalents $ 12 $ 19 Other current assets and non-current assets 50 100 Total assets $ 62 $ 119 Accounts payable $ 430 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 924 $ 997 GridSense’s operating results for the six and three months ended June 30, 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 six and three months ended June 30, 2017 and 2016 are presented below: Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 Revenue $ — $ 207 $ — $ 64 Gross profit — 23 — 53 Net income (loss) $ 65 $ (1,610 ) $ — $ (224 ) |
Loans from Directors
Loans from Directors | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017, the Company accrued $41 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 six months ended June 30, 2017, $50 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). During the six months ended June 30, 2017, the Company accrued $7 of interest with respect to these director loans. |
Restructuring and Related Charg
Restructuring and Related Charges | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017, OmniMetrix paid $23 of this liability. The total remaining accrued restructuring balance of $136 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($47) and Other liabilities ($89) in the Company’s condensed consolidated balance sheets. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | NOTE 7—EQUITY (a) Acorn Stock Options A summary of stock option activity for the six months ended June 30, 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 (675,380 ) $ 3.45 Outstanding at June 30, 2017 1,464,989 $ 3.50 3.5 years $ 8 Exercisable at June 30, 2017 1,381,654 $ 3.67 3.3 years $ 6 The options granted in 2017 were to directors with an exercise price ranging from $0.18 to $0.36. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.2 % Expected term of options 6.6 years Expected annual volatility 83 % Expected dividend yield — % (b) Stock-based Compensation Expense Stock-based compensation expense included in Selling, general and administrative expenses in the Company’s Condensed Statements of Operations was $18 and $234 for the six month periods ended June 30, 2017 and June 30, 2016, respectively, and $5 and $14 for the three month periods ended June 30, 2017 and June 30, 2016, 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 the quarterly installments of Common Stock in lieu of annual retainer and board fees of $17 and $15, respectively. Accordingly, Messrs. Woolard and Jackson were issued during the first six months of 2017 47,222 and 41,667 shares of Common Stock, respectively. They received an additional combined 44,444 shares on July 1, 2017 and are to receive an additional combined 44,444 shares on October 1, 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 June 30, 2017 2,654,423 $ 1.46 2.7 years |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 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 six and three months period ended June 30, 2017 and June 30, 2016: PG CP Energy & Security Sonar Systems* Other* Total Six months ended June 30, 2017: Revenues from external customers $ 1,712 $ 429 $ — $ — $ 2,141 Intersegment revenues — — — — — Segment gross profit 1,018 190 — — 1,208 Depreciation and amortization 32 8 — — 40 Segment loss before income taxes (274 ) (149 ) — — (423 ) Six months ended June 30, 2016: Revenues from external customers $ 1,263 $ 339 $ 4,620 $ 454 $ 6,676 Intersegment revenues — — — — — Segment gross profit 585 197 1,517 114 2,413 Depreciation and amortization 32 8 53 10 103 Segment income (loss) before income taxes (712 ) (61 ) 82 (10 ) (701 ) Three months ended June 30, 2017: Revenues from external customers $ 814 $ 231 $ — $ — $ 1,045 Intersegment revenues — — — — — Segment gross profit 498 96 — — 594 Depreciation and amortization 16 4 — — 20 Segment loss before income taxes (129 ) (85 ) — — (214 ) Three months ended June 30, 2016: Revenues from external customers $ 596 $ 165 $ 1,038 $ 116 $ 1,915 Intersegment revenues — — — — — Segment gross profit 252 105 384 41 782 Depreciation and amortization 16 4 10 2 32 Segment income (loss) before income taxes (473 ) (48 ) 15 3 (503 ) * 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 periods ending June 30, 2017. Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 Total net loss before income taxes for reportable segments $ (423 ) $ (691 ) $ (214 ) $ (506 ) Other operational segment net income (loss) before income taxes — (10 ) — 3 Total segment net loss before income taxes (423 ) (701 ) (214 ) (503 ) Unallocated cost of corporate headquarters* (507 ) (1,983 ) (345 ) (564 ) Unallocated benefit of DSIT headquarters — 61 — 76 Consolidated loss before income taxes (930 ) $ (2,623 ) (559 ) $ (991 ) * Includes stock compensation expense of $18 and $234 for the six month periods ended June 30, 2017 and 2016, respectively, and $5 and $14 for the three month periods ended June 30, 2017 and 2016, respectively. The six month period ended June 30, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $502 of interest expense to Leap Tide and directors ($41 of interest with respect to directors in the six months ended June 30, 2017). The three month period ended June 30, 2016 includes $252 of interest expense to Leap Tide and directors ($28 with respect to directors in the three months ended June 30, 2017). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9—SUBSEQUENT EVENTS The Annual Meeting of Stockholders of the Company was held on August 8, 2017. At the meeting, the stockholders approved an amendment to the Company’s restated certificate of incorporation to authorize a reverse split of its common stock at any time prior to August 8, 2018, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Company’s Board of Directors. |
Investment in Dsit Solutions,17
Investment in Dsit Solutions, Ltd. ('DSIT') (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investment In Dsit Solutions Ltd. Dsit | |
DSIT Results For The Three and Six Month Ended June, 2017 and 2016 | DSIT’s results and the Company’s share of its net income for the six and three month periods ended June 30, 2017 can be seen below: Six months Three months Revenue $ 8,062 $ 4,001 Cost of sales 5,315 2,549 Gross profit 2,747 1,452 Research and development expenses, net 564 321 Selling, general and administrative expenses 1,921 968 Operating income 262 163 Finance expense, net (49 ) (57 ) Income before income taxes 213 106 Income tax expense (44 ) (23 ) Net income $ 169 $ 83 Acorn’s share of net income in DSIT $ 69 $ 33 DSIT’s results that were included in the Company’s Condensed Consolidated Statements of Operations in the three and six month periods ending June 30, 2016 can be seen below: January 1, 2016 to April 1, 2016 to Revenue $ 5,074 $ 1,154 Cost of sales 3,443 729 Gross profit 1,631 425 Research and development expenses, net 469 181 Selling, general and administrative expenses 1,063 206 Operating income 99 38 Finance expense, net (39 ) (13 ) Income before income taxes 60 25 Income tax expense (19 ) (10 ) Net income 41 15 Net income attributable to non-controlling interests (9 ) (3 ) Net income attributable to Acorn Energy Inc. $ 32 $ 12 |
Schedule of Assets and Liabilities | Assets and liabilities related to the operations of DSIT are as follows: June 30, 2017 December 31, 2016 Current assets: Cash and cash equivalents $ 2,215 $ 1,047 Restricted deposits 785 2,648 Accounts receivable, net 3,322 2,825 Unbilled revenue 4,561 4,918 Inventory 424 481 Other current assets 957 795 Total current assets 12,264 12,714 Property and equipment, net 604 569 Severance assets 4,523 3,915 Restricted deposits 45 646 Due from Acorn 1,429 1,171 Other assets 325 339 Total assets $ 19,190 $ 19,354 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ — $ 1,239 Accounts payable 1,238 1,461 Accrued payroll, payroll taxes and social benefits 1,345 1,142 Deferred revenue 1,658 431 Other current liabilities 1,561 2,736 Total current liabilities 5,802 7,009 Accrued severance 6,182 5,374 Other non-current liabilities 77 9 Total liabilities $ 12,061 $ 12,392 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - GridSense's Operations [Member] | 6 Months Ended |
Jun. 30, 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 June 30, 2017 December 31, 2016 Cash and cash equivalents $ 12 $ 19 Other current assets and non-current assets 50 100 Total assets $ 62 $ 119 Accounts payable $ 430 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 924 $ 997 |
Schedule of Financial Information, Related to Discontinued Operations | Summarized financial information for GridSense’s operations for the six and three months ended June 30, 2017 and 2016 are presented below: Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 Revenue $ — $ 207 $ — $ 64 Gross profit — 23 — 53 Net income (loss) $ 65 $ (1,610 ) $ — $ (224 ) |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Plans | A summary of stock option activity for the six months ended June 30, 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 (675,380 ) $ 3.45 Outstanding at June 30, 2017 1,464,989 $ 3.50 3.5 years $ 8 Exercisable at June 30, 2017 1,381,654 $ 3.67 3.3 years $ 6 |
Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.2 % Expected term of options 6.6 years Expected annual volatility 83 % Expected dividend yield — % |
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 June 30, 2017 2,654,423 $ 1.46 2.7 years |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | The following tables represent segmented data for the six and three months period ended June 30, 2017 and June 30, 2016: PG CP Energy & Security Sonar Systems* Other* Total Six months ended June 30, 2017: Revenues from external customers $ 1,712 $ 429 $ — $ — $ 2,141 Intersegment revenues — — — — — Segment gross profit 1,018 190 — — 1,208 Depreciation and amortization 32 8 — — 40 Segment loss before income taxes (274 ) (149 ) — — (423 ) Six months ended June 30, 2016: Revenues from external customers $ 1,263 $ 339 $ 4,620 $ 454 $ 6,676 Intersegment revenues — — — — — Segment gross profit 585 197 1,517 114 2,413 Depreciation and amortization 32 8 53 10 103 Segment income (loss) before income taxes (712 ) (61 ) 82 (10 ) (701 ) Three months ended June 30, 2017: Revenues from external customers $ 814 $ 231 $ — $ — $ 1,045 Intersegment revenues — — — — — Segment gross profit 498 96 — — 594 Depreciation and amortization 16 4 — — 20 Segment loss before income taxes (129 ) (85 ) — — (214 ) Three months ended June 30, 2016: Revenues from external customers $ 596 $ 165 $ 1,038 $ 116 $ 1,915 Intersegment revenues — — — — — Segment gross profit 252 105 384 41 782 Depreciation and amortization 16 4 10 2 32 Segment income (loss) before income taxes (473 ) (48 ) 15 3 (503 ) * 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 periods ending June 30, 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 Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 Total net loss before income taxes for reportable segments $ (423 ) $ (691 ) $ (214 ) $ (506 ) Other operational segment net income (loss) before income taxes — (10 ) — 3 Total segment net loss before income taxes (423 ) (701 ) (214 ) (503 ) Unallocated cost of corporate headquarters* (507 ) (1,983 ) (345 ) (564 ) Unallocated benefit of DSIT headquarters — 61 — 76 Consolidated loss before income taxes (930 ) $ (2,623 ) (559 ) $ (991 ) * Includes stock compensation expense of $18 and $234 for the six month periods ended June 30, 2017 and 2016, respectively, and $5 and $14 for the three month periods ended June 30, 2017 and 2016, respectively. The six month period ended June 30, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $502 of interest expense to Leap Tide and directors ($41 of interest with respect to directors in the six months ended June 30, 2017). The three month period ended June 30, 2016 includes $252 of interest expense to Leap Tide and directors ($28 with respect to directors in the three months ended June 30, 2017). |
Basis of Presentation and Liq21
Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Oct. 02, 2016 | Feb. 28, 2016 | |
Non-escrow corporate cash and cash equivalents | $ 192 | |||
Omni Metrix [Member] | ||||
Accounts receivable formula-based financing maximum amount | $ 500 | |||
Debt interest rate | 4.25% | |||
Debt interest rate description | Debt incurred under this financing arrangement bears interest at the greater of prime (4.25% at June 30, 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] | ||||
Loan balance under the loan and security agreement | $ 285 | $ 376 | ||
Maximum Amount Due on October 2017 [Member] | ||||
Escrowed funds | 579 | |||
August 8, 2017 [Member] | Maximum [Member] | ||||
Non-escrow corporate cash and cash equivalents | 30 | |||
July 7, 2017 [Member] | Directors [Member] | ||||
Commitment to provide an additional loan | $ 1,000 |
Investment in Dsit Solutions,22
Investment in Dsit Solutions, Ltd. ('DSIT') (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Apr. 21, 2016 | |
Loan from DSIT | $ 340 | |
Unreimbursed expenses | $ 827 | |
Percentage of accrue interest rate per annum | 3.15% | |
Debt maturity date | Apr. 30, 2018 | |
Due from provisions for vacation and severance | $ 262 | |
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,23
Investment in Dsit Solutions, Ltd. ('DSIT') - Schedule of Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Apr. 21, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 21, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 1,045 | $ 1,915 | $ 2,141 | $ 6,676 | ||
Cost of sales | 451 | 1,133 | 933 | 4,263 | ||
Gross profit | 594 | 782 | 1,208 | 2,413 | ||
Selling, general and administrative expenses | 925 | 1,205 | 1,784 | 3,830 | ||
Operating income | (507) | (716) | (844) | (2,075) | ||
Finance expense, net | (52) | (275) | (86) | (548) | ||
Income before income taxes | (559) | (991) | (930) | (2,623) | ||
Income tax expense | (11) | (19) | ||||
Net income | (526) | 2,342 | (796) | (684) | ||
Acorn’s share of net income in DSIT | 33 | 25 | 69 | 25 | ||
Net income attributable to non-controlling interests | (35) | (94) | (85) | (145) | ||
Net income attributable to Acorn Energy Inc | (491) | $ 2,436 | (711) | $ (539) | ||
DSIT Solutions, Ltd [Member] | ||||||
Revenue | $ 1,154 | $ 5,074 | ||||
Cost of sales | 729 | 3,443 | ||||
Gross profit | 425 | 1,631 | ||||
Research and development expenses, net | 181 | 469 | ||||
Selling, general and administrative expenses | 206 | 1,063 | ||||
Operating income | 38 | 99 | ||||
Finance expense, net | (13) | (39) | ||||
Income before income taxes | 25 | 60 | ||||
Income tax expense | (10) | (19) | ||||
Net income | 15 | 41 | ||||
Net income attributable to non-controlling interests | (3) | (9) | ||||
Net income attributable to Acorn Energy Inc | $ 12 | $ 32 | ||||
DSIT Solutions, Ltd [Member] | Equity Method of Accounting [Member] | ||||||
Revenue | 4,001 | 8,062 | ||||
Cost of sales | 2,549 | 5,315 | ||||
Gross profit | 1,452 | 2,747 | ||||
Research and development expenses, net | 321 | 564 | ||||
Selling, general and administrative expenses | 968 | 1,921 | ||||
Operating income | 163 | 262 | ||||
Finance expense, net | (57) | (49) | ||||
Income before income taxes | 106 | 213 | ||||
Income tax expense | (23) | (44) | ||||
Net income | 83 | 169 | ||||
Acorn’s share of net income in DSIT | $ 33 | $ 69 |
Investment in Dsit Solutions,24
Investment in Dsit Solutions, Ltd. ('DSIT') - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 317 | $ 222 |
Accounts receivable, net | 591 | 1,005 |
Inventory | 204 | 202 |
Other current assets | 921 | 932 |
Total current assets | 8,401 | 8,717 |
Property and equipment, net | 174 | 214 |
Other assets | 323 | 309 |
Total assets | 8,898 | 9,240 |
Short-term bank credit and current maturities of long-term bank debt | 285 | 376 |
Accounts payable | 376 | 708 |
Accrued payroll, payroll taxes and social benefits | 65 | 327 |
Deferred revenue | 2,229 | 2,149 |
Other current liabilities | 509 | 629 |
Total current liabilities | 6,980 | 5,186 |
Other non-current liabilities | 843 | 831 |
DSIT Solutions, Ltd [Member] | ||
Cash and cash equivalents | 2,215 | 1,047 |
Restricted deposits | 785 | 2,648 |
Accounts receivable, net | 3,322 | 2,825 |
Unbilled revenue | 4,561 | 4,918 |
Inventory | 424 | 481 |
Other current assets | 957 | 795 |
Total current assets | 12,264 | 12,714 |
Property and equipment, net | 604 | 569 |
Severance assets | 4,523 | 3,915 |
Restricted deposits | 45 | 646 |
Due from Acorn | 1,429 | 1,171 |
Other assets | 325 | 339 |
Total assets | 19,190 | 19,354 |
Short-term bank credit and current maturities of long-term bank debt | 1,239 | |
Accounts payable | 1,238 | 1,461 |
Accrued payroll, payroll taxes and social benefits | 1,345 | 1,142 |
Deferred revenue | 1,658 | 431 |
Other current liabilities | 1,561 | 2,736 |
Total current liabilities | 5,802 | 7,009 |
Accrued severance | 6,182 | 5,374 |
Other non-current liabilities | 77 | 9 |
Total liabilities | $ 12,061 | $ 12,392 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jun. 30, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
GridSense Inc. [Member] | |||||
Sale of business assets, gross sale price | $ 1,000 | ||||
Indemnity escrow | $ 100 | ||||
Indemnity escrow released | $ 50 | ||||
Acorn and Omnimetrix [Member] | |||||
Amount used to settle claims | $ 523 | ||||
GridSense Inc. [Member] | Outside Creditor [Member] | |||||
Amount of outside creditors claims settled | 70 | ||||
Disbursed to outside creditors | $ 7 | ||||
GridSense Inc. [Member] | |||||
Accrued severance costs | $ 140 | ||||
Accrual for lease commitment | $ 100 | ||||
GridSense Inc. [Member] | |||||
Cash available excluding escrow amounts | $ 19 | ||||
Remaining creditor claims | $ 314 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 317 | $ 222 |
Total assets | 8,898 | 9,240 |
Accounts payable | 376 | 708 |
Accrued payroll, payroll taxes and social benefits | 65 | 327 |
GridSense Inc. [Member] | Discontinued Operations [Member] | ||
Cash and cash equivalents | 12 | 19 |
Other current assets and non-current assets | 50 | 100 |
Total assets | 62 | 119 |
Accounts payable | 430 | 501 |
Accrued payroll, payroll taxes and social benefits | 90 | 90 |
Other current and non-current liabilities | 404 | 406 |
Total liabilities | $ 924 | $ 997 |
Discontinued Operations - Sch27
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 1,045 | $ 1,915 | $ 2,141 | $ 6,676 |
Gross profit (loss) | 594 | 782 | 1,208 | 2,413 |
Net income (loss) | (526) | 2,342 | (796) | (684) |
GridSense Inc. [Member] | Discontinued Operations [Member] | ||||
Revenue | 64 | 207 | ||
Gross profit (loss) | 53 | 23 | ||
Net income (loss) | $ (224) | $ 65 | $ (1,610) |
Loans from Directors (Details N
Loans from Directors (Details Narrative) - USD ($) $ in Thousands | Feb. 16, 2017 | Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 |
Debt repayment date | Apr. 30, 2018 | |||
Accrued interest rate | 12.50% | |||
Preferred Stock [Member] | ||||
Dividend payable | $ 50 | $ 115 | ||
Addition to the loan balance | 50 | |||
DSIT Solutions, Ltd [Member] | ||||
Company's holdings in DSIT | 41.20% | |||
Omni Metrix Holdings, Inc. [Member] | ||||
Interest acquired by one of the company's directors | 20.00% | |||
Purchase of preferred stock | 1,000 | |||
Holdings in OmniMetrix, LLC | 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 | |||
Director [Member] | ||||
Interest acquired by one of the company's directors | 8.00% | |||
Loan payable | $ 115 | |||
Director [Member] | Omni Metrix Holdings, Inc. [Member] | ||||
Loan payable | 50 | |||
Director [Member] | Director Loans to OmniMetrix [Member] | ||||
Accrued interest | $ 7 | |||
Director [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 Loans [Member] | ||||
Accrued interest | 41 | |||
Addition to the loan balance | $ 50 | |||
Directors [Member] | ||||
Debt instrument maturity description | maturity date the later of April 30, 2018 or 90 days following the advance of a new loan. |
Restructuring and Related Cha29
Restructuring and Related Charges (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges payable | $ 136 | $ 159 |
Repayment of accrued lease liability | $ 23 | |
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 | $ 89 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock option exercise price ranging | ||||
Woolard [Member] | ||||
Number of common stock issued in lieu of retainer and board fees | 47,222 | |||
Jackson [Member] | ||||
Number of common stock issued in lieu of retainer and board fees | 41,667 | |||
Directors [Member] | Minimum [Member] | ||||
Stock option exercise price ranging | 0.18 | |||
Directors [Member] | Maximum [Member] | ||||
Stock option exercise price ranging | 0.36 | |||
2017 Calendar Year [Member] | Woolard [Member] | ||||
Retainer and board fees | $ 17 | |||
2017 Calendar Year [Member] | Jackson [Member] | ||||
Retainer and board fees | $ 15 | |||
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 | |||
Selling General and Administrative Expense [Member] | ||||
Stock based compensation expense | $ 5 | $ 14 | $ 18 | $ 234 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Plans (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 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 | (675,380) |
Number of Options, Outstanding at end balance | shares | 1,464,989 |
Number of Options, Exercisable at end of period | shares | 1,381,654 |
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 | 3.45 |
Weighted Average Exercise Price, Outstanding at end balance | $ / shares | 3.50 |
Weighted Average Exercise Price, Exercisable at end of Period | $ / shares | $ 3.67 |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 6 months |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 3 months 19 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 8 |
Aggregate Intrinsic Value, Exercisable | $ | $ 6 |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Risk-free interest rate | 2.20% |
Expected term of options | 6 years 7 months 6 days |
Expected annual volatility | 83.00% |
Expected dividend yield | 0.00% |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 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 8 months 12 days |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | $ 1,045 | $ 1,915 | $ 2,141 | $ 6,676 | |
Intersegment revenues | |||||
Segment gross profit | 594 | 782 | 1,208 | 2,413 | |
Depreciation and amortization | 20 | 32 | 40 | 103 | |
Segment income (loss) before income taxes | (214) | (503) | (423) | (701) | |
PG [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 814 | 596 | 1,712 | 1,263 | |
Intersegment revenues | |||||
Segment gross profit | 498 | 252 | 1,018 | 585 | |
Depreciation and amortization | 16 | 16 | 32 | 32 | |
Segment income (loss) before income taxes | (129) | (473) | (274) | (712) | |
CP [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 231 | 165 | 429 | 339 | |
Intersegment revenues | |||||
Segment gross profit | 96 | 105 | 190 | 197 | |
Depreciation and amortization | 4 | 4 | 8 | 8 | |
Segment income (loss) before income taxes | (85) | (48) | (149) | (61) | |
Energy & Security Sonar Systems [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | [1] | 1,038 | 4,620 | ||
Intersegment revenues | [1] | ||||
Segment gross profit | [1] | 384 | 1,517 | ||
Depreciation and amortization | [1] | 10 | 53 | ||
Segment income (loss) before income taxes | [1] | 15 | 82 | ||
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | [1] | 116 | 454 | ||
Intersegment revenues | [1] | ||||
Segment gross profit | [1] | 41 | 114 | ||
Depreciation and amortization | [1] | 2 | 10 | ||
Segment income (loss) before income taxes | [1] | $ 3 | $ (10) | ||
[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 periods ending June 30, 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 | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Segment Reporting [Abstract] | |||||
Total net loss before income taxes for reportable segments | $ (214) | $ (506) | $ (423) | $ (691) | |
Other operational segment net income (loss) before income taxes | 3 | (10) | |||
Total segment net loss before income taxes | (214) | (503) | (423) | (701) | |
Unallocated cost of corporate headquarters | [1] | (345) | (564) | (507) | (1,983) |
Unallocated benefit of DSIT headquarters | 76 | 61 | |||
Consolidated loss before income taxes | $ (559) | $ (991) | $ (930) | $ (2,623) | |
[1] | Includes stock compensation expense of $18 and $234 for the six month periods ended June 30, 2017 and 2016, respectively, and $5 and $14 for the three month periods ended June 30, 2017 and 2016, respectively. The six month period ended June 30, 2016 also includes $460 of salary and associated costs and medical insurance associated with the resignation of Mr. Moore and $502 of interest expense to Leap Tide and directors ($41 of interest with respect to directors in the six months ended June 30, 2017). The three month period ended June 30, 2016 includes $252 of interest expense to Leap Tide and directors ($28 with respect to directors in the three months ended June 30, 2017). |
Segment Reporting - Schedule 37
Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock compensation expense | $ 5 | $ 14 | $ 18 | $ 234 |
Mr Moore [Member] | ||||
Salaries and officers compensation | 460 | |||
Directors [Member] | ||||
Interest expense debt | $ 28 | $ 41 | ||
Directors [Member] | Leap Tide [Member] | ||||
Interest expense debt | $ 252 | $ 502 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 08, 2017 |
Subsequent Event [Member] | |
Reverse split description | Companys restated certificate of incorporation to authorize a reverse split of its common stock at any time prior to August xx, 2018, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Companys Board of Directors. |