Acorn Energy (ACFN) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 08, 2018
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, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		29,537,308
Trading Symbol	ACFN
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 2,421	$ 481
Accounts receivable, net	1,011	1,103
Inventory, net	202	229
Investment in DSIT		5,800
Deferred charges	963	999
Other current assets	144	91
Total current assets	4,741	8,703
Property and equipment, net	122	139
Other assets	438	380
Total assets	5,301	9,222
Current liabilities:
Short-term credit	503	313
Accounts payable	328	489
Accrued expenses	542	466
Deferred revenue	2,758	2,753
Due to Acorn directors	312	1,690
Due to DSIT	116	1,624
Other current liabilities	192	185
Total current liabilities	4,751	7,520
Non-current liabilities:
Deferred revenue	840	811
Other non-current liabilities	69	139
Total non-current liabilities	909	950
Commitments and contingencies
Equity (Deficit):
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized – 42,000,000 shares; Issued – 30,320,750 and 30,302,271 shares at March 31, 2018 and December 31, 2017, respectively	303	303
Additional paid-in capital	99,830	99,819
Warrants	1,600	1,600
Accumulated deficit	(99,285)	(98,215)
Treasury stock, at cost – 801,920 shares at March 31, 2018 and December 31, 2017	(3,036)	(3,036)
Total Acorn Energy, Inc. shareholders’ equity (deficit)	(588)	471
Non-controlling interests	229	281
Total equity (deficit)	(359)	752
Total liabilities and equity (deficit)	$ 5,301	$ 9,222

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	42,000,000	42,000,000
Common stock, shares issued	30,320,750	30,302,271
Treasury stock, shares	801,920	801,920

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenue	$ 1,209	$ 1,096
Cost of sales	464	482
Gross profit	745	614
Operating expenses:
Research and development expense	129	92
Selling, general and administrative expense	984	859
Total operating expenses	1,113	951
Operating loss	(368)	(337)
Finance expense, net	(52)	(34)
Loss before income taxes	(420)	(371)
Income tax expense
Net loss after income taxes	(420)	(371)
Share of income in DSIT	33	36
Impairment of investment in DSIT	(33)
Loss on sale of interest in DSIT, net of withholding taxes and transaction costs	(829)
Loss before discontinued operations	(1,249)	(335)
Income from discontinued operations, net of income taxes		65
Net loss	(1,249)	(270)
Non-controlling interest share of net loss	27	50
Net loss attributable to Acorn Energy, Inc. shareholders	$ (1,222)	$ (220)
Basic and diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders:
Continuing operations	$ (0.04)	$ (0.01)
Discontinued operations		0
Total attributable to Acorn Energy, Inc. shareholders	$ (0.04)	$ (0.01)
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic	29,513	29,335
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders –diluted	29,513	29,323

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Changes In Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Common Stock [Member]		Additional Paid-In Capital [Member]	Warrants [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Total Acorn Energy, Inc. Shareholders' Equity (Deficit) [Member]	Non-Controlling Interests [Member]	Total
Balances at Dec. 31, 2017	$ 303		$ 99,819	$ 1,600	$ (98,215)	$ (3,036)	$ 471	$ 281	$ 752
Balances, shares at Dec. 31, 2017	30,302
Adjustment of retained earnings in accordance with ASC 606 (see Note 10)					152		152		152
Net loss					(1,222)		(1,222)	(27)	(1,249)
Accrued dividend in OmniMetrix preferred shares								(25)	(25)
Shares granted in lieu of director fees		[1]	4				4		4
Shares granted in lieu of director fees, shares	19
Stock option compensation			7				7		7
Balances at Mar. 31, 2018	$ 303		$ 99,830	$ 1,600	$ (99,285)	$ (3,036)	$ (588)	$ 229	$ (359)
Balances, shares at Mar. 31, 2018	30,321
[1]	Less than $1

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows used in operating activities:
Net loss	$ (1,249)	$ (270)
Income from discontinued operations		(65)
Depreciation and amortization	17	20
Loss on sale of interest in DSIT, net of withholding taxes and transaction costs	829
Impairment of investment in DSIT	33
Share of income in DSIT	(33)	(36)
Stock-based compensation	7	13
Director fees paid in common stock	4	8
Change in operating assets and liabilities:
Decrease in accounts receivable	92	351
Decrease in inventory	27	14
Decrease in deferred charges	18	24
Decrease in other current assets and other assets	59	1
Decrease in accounts payable and accrued expenses	(85)	(391)
Increase in deferred revenue	34	30
Increase (decrease) in amounts due to DSIT and directors	(1,271)	87
Decrease in other current liabilities and non-current liabilities	(63)	(143)
Net cash used in operating activities – continuing operations	(1,581)	(357)
Net cash used in operating activities – discontinued operations		(7)
Net cash used in operating activities	(1,581)	(364)
Cash flows provided by (used in) investing activities:
Proceeds from the sale of interests in DSIT, net of transaction costs	4,971
Net cash provided by investing activities	4,971
Cash flows provided by (used in) financing activities:
Short-term credit, net	190	(102)
Proceeds from loans from directors		900
Repayment of director loans	(1,300)
Repayments of loans from DSIT	(340)
Net cash provided by (used in) financing activities	(1,450)	798
Net increase in cash and cash equivalents	1,940	434
Cash and cash equivalents at the beginning of the year – discontinued operations		19
Cash and cash equivalents at the beginning of the year – continuing operations	481	222
Cash and cash equivalents at the end of the period – discontinued operations		12
Cash and cash equivalents at the end of the period – continuing operations	2,421	663
Non-cash investing and financing activities:
Accrual of preferred dividends to outside investor in OmniMetrix and subsequent conversion to loan	$ 25	$ 25

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2018
Basis Of Presentation
Basis of Presentation	NOTE 1— BASIS OF PRESENTATION 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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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, 2017 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, 2017.

Recent Authoritative Guidance

Recent Authoritative Guidance	3 Months Ended
	Mar. 31, 2018
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Authoritative Guidance	NOTE 2—RECENT AUTHORITATIVE GUIDANCE In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has issued several updates to ASU 2014-09, which collectively with ASU 2014-09, represent the FASB Accounting Standards Codification Topic 606 (“ASC 606”). On January 1, 2018, we adopted ASC 606 for all contracts using the modified retrospective method, which means the historical periods are presented under the previous revenue standards with the cumulative net income effect being adjusted through retained earnings. See Note 10. In February 2016, the FASB issued ASU 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 ASU 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. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customer (Topic 606), Leases (Topic 840) and Leases (Topic 842), which provides additional implementation guidance on the previously issued ASU 2016-02 Leases (Topic 842). The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. Other 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, 2018
Investment In Dsit Solutions Ltd. Dsit
Investment in DSIT Solutions, Ltd. ('DSIT')	NOTE 3—INVESTMENT IN DSIT SOLUTIONS, LTD. (“DSIT”) On February 14, 2018 (the “Closing Date”), the Company closed on a transaction (the “2018 DSIT Transaction”) initially entered into on January 18, 2018 for the sale of the Company’s remaining 41.15% interest in its DSIT Solutions Ltd. business to an Israeli investor group, and received gross proceeds of $5,800 before transaction costs, professional fees and withholding taxes. From the gross proceeds, the Company paid $388 of withholding taxes, paid or accrued $441 of transaction costs and recorded a loss of $829 as the carrying value of the Company’s investment in DSIT had previously been written down to the gross proceeds of the 2018 DSIT Transaction. From the proceeds, the Company also repaid $1,600 of amounts due to DSIT and $1,428 of loan principal and interest due to directors. The Company’s share of DSIT’s net income for the period from January 1, 2018 to the Closing Date and the three-month period ended March 31, 2017 can be seen below: Period from January 1, 2018 to the Closing Date Three months ending March 31, 2017 Revenue $ 4,481 $ 4,061 Cost of sales 2,842 2,766 Gross profit 1,639 1,295 Net income $ 160 $ 86 Acorn’s share of net income in DSIT $ 33 $ 36 The activity of the Company’s Investment in DSIT for the period from January 1, 2018 to March 31, 2018 can be seen below: Equity Investment balance in DSIT Balance at December 31, 2017 $ 5,800 Acorn’s share of net income in DSIT for the period from January 1, 2018 to the Closing Date 33 Impairment (33 ) Sale of Investment in DSIT (5,800 ) Balance at March 31, 2018 $ —

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2018
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 activities. As a result of this decision, GridSense activities are reported as a discontinued operation. GridSense’s operating results for the three months ended March 31, 2018 and 2017 are included in “Income 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, 2018 and 2017 are presented below: Three months ended March 31, 2018 2017 Revenue $ — $ — Gross profit $ — $ — Income from discontinued operations, net of income taxes $ — $ 65

Loans from Directors and Other

Loans from Directors and Other Commitments	3 Months Ended
	Mar. 31, 2018
Loans From Directors And Other Commitments
Loans from Directors and Other Commitments	NOTE 5— Loans from Directors AND OTHER COMMITMENTS (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, of which $900 was immediately funded and an additional $400 was funded in the third quarter of 2017. On February 22, 2018, following the receipt of the proceeds from the 2018 DSIT Transaction (see Note 3), the Company repaid in full $1,300 of principal and $128 accrued interest due through that date with respect to these loans. The Company accrued $21 and $13 of interest expense in the three months ended March 31, 2018 and 2017, respectively, with regard to these director loans. (b) Director Investment and Loans to OmniMetrix Holdings In 2015, one of the Company’s directors (the “Director”) 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 Cathodic Protection monitoring activities. The $1,000 investment by the director was recorded as an increase in non-controlling interests. A dividend of 10% per annum accrued on the Preferred Stock. The dividend was 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 and all subsequent accrued and unpaid dividends as a loan to Holdings which bears interest at 8% per year. In December 2016, the Director provided Holdings with an additional $50 loan under the same terms as the abovementioned accrued dividends. Through March 31, 2018, a total of $241 of dividends accrued on the Preferred Stock and was added to the loan balance. Accrued interest on unpaid balances at March 31, 2018 was $22. All principal and interest were due on April 30, 2018. In May 2018, the Company entered into a payment arrangement with the Director. See Note 11 – Subsequent Events. (c) OmniMetrix Amounts due to Acorn OmniMetrix owes Acorn approximately $3,480 for loans, accrued interest and expenses advanced to it by Acorn since its acquisition in 2012. Such amounts are eliminated in consolidation and will only be repaid to Acorn when OmniMetrix is generating sufficient cash to allow such repayment.

Restructuring and Related Charg

Restructuring and Related Charges	3 Months Ended
	Mar. 31, 2018
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, 2017, $129 of lease payments associated with the reduced utilization of leased facilities remained unpaid. During the three months ended March 31, 2018, OmniMetrix paid $16 of this liability. The total remaining accrued restructuring balance of $113 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($64) and Other liabilities ($49) in the Company’s condensed consolidated balance sheets.

Short-Term Credit Facility

Short-Term Credit Facility	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Short-Term Credit Facility	NOTE 7—SHORT-TERM CREDIT FACILITY In October 2017, OmniMetrix renewed its Loan and Security Agreement providing OmniMetrix with access to accounts receivable formula-based financing of the lesser of 75% of eligible receivables or $1,000. Debt incurred under this financing arrangement bears interest at the greater of prime (4.75% at March 31, 2018) plus 2% or 6% per year. In addition, OmniMetrix is to pay a monthly service charge of 0.9% of the average aggregate principal amount outstanding for the prior month, for a current effective rate of interest on advances of 17.3%. OmniMetrix also agreed to continue to maintain a minimum loan balance of $150 in its line-of-credit with the lender for a minimum of one year beginning November 1, 2017. OmniMetrix had an outstanding balance of $503 and $313 as of March 31, 2018 and December 31, 2017, respectively, pursuant to the Loan and Security Agreement. OmniMetrix’s availability under the Loan and Security agreement was $69 and $182 at March 31, 2018 and December 31, 2017, respectively.

Equity

Equity	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Equity	NOTE 8—EQUITY (a) Acorn Stock Options A summary of stock option activity for the three months ended March 31, 2018 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, 2017 1,401,489 $ 3.45 Granted 60,000 0.23 Exercised — Forfeited or expired (7,500 ) $ 0.14 Outstanding at March 31, 2018 1,453,989 $ 3.33 3.0 years $ 25 Exercisable at March 31, 2018 1,400,655 $ 3.45 2.9 years $ 20 The options granted in 2018 were to directors (55,000) and a non-employee (5,000) with an exercise price of $0.23. 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 2.3 % Expected term of options 6.7 years Expected annual volatility 85 % 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 $7 and $13 for the three month-periods ended March 31, 2018 and March 31, 2017, respectively. (c) Common Stock in Lieu of Board Fees Each Director of the Company 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 2018 calendar year, Mr. Woolard elected to receive Common Stock in lieu of retainer and board fees of $17. Accordingly, Mr. Woolard was issued 18,479 shares of Common Stock in January 2018 for the first quarter of 2018, and 18,478 shares of Common Stock on April 2, 2018 for the second quarter of 2018. He is to receive an additional 18,478 shares on each of July 1 and October 1, 2018. (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, 2017 2,654,423 $ 1.46 Granted — — Exercised — — Forfeited or expired — — Outstanding at March 31, 2018 2,654,423 $ 1.46 1.9 years

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Segment Reporting	NOTE 9— SEGMENT REPORTING The Company currently operates in two reportable operating segments, both of which are performed though the Company’s OmniMetrix subsidiary: ● The Power Generation (“PG”) segment provides wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications. ● The Cathodic Protection (“CP”) segment provides for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies. The following tables represent segmented data for the three-month periods ended March 31, 2018 and March 31, 2017: PG CP Total Three months ended March 31, 2018: Revenue from external customers $ 886 $ 323 $ 1,209 Intersegment revenue — — — Segment gross profit 589 156 745 Depreciation and amortization 12 5 17 Segment loss before income taxes (22 ) (63 ) (85 ) Three months ended March 31, 2017: Revenue from external customers $ 898 $ 198 $ 1,096 Intersegment revenue — — — Segment gross profit 520 94 614 Depreciation and amortization 16 4 20 Segment loss before income taxes (145 ) (64 ) (209 ) Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Three months ended March 31, 2018 2017 Total net loss before income taxes for reportable segments $ (85 ) $ (209 ) Unallocated cost of corporate headquarters (335 ) (162 ) Consolidated loss before income taxes $ (420 ) $ (371 )

Revenue

Revenue	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Revenue	NOTE 10—REVENUE The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. Sales of OmniMetrix monitoring systems include the sale of equipment (“HW”) and of monitoring services (“Monitoring”). Revenue (and related costs) associated with sale of equipment are recorded to deferred revenue (and deferred charges) upon shipment for PG and CP monitoring units. Revenue and related costs with respect to the sale of equipment are recognized over the estimated life of the units which are currently estimated to be three years (two years up to December 31, 2017). Revenues from the prepayment of monitoring fees (generally paid twelve months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period. The following table disaggregates the Company’s revenue for the three-month periods ended March 31, 2018 and 2017: HW Monitoring Total Three months ended March 31, 2018: PG Segment $ 293 $ 593 $ 886 CP Segment 274 49 323 Total Revenue $ 567 $ 642 $ 1,209 HW Monitoring Total Three months ended March 31, 2017: PG Segment $ 375 $ 524 $ 898 CP Segment 179 18 198 Total Revenue $ 554 $ 542 $ 1,096 Deferred revenue activity for the three months ended March 31, 2018 can be seen in the table below: HW Monitoring Total Balance at December 31, 2017 $ 2,227 $ 1,337 $ 3,564 Additions during the period 589 654 1,243 Recognized as revenue (567 ) (642 ) (1,209 ) Balance at March 31, 2018 2,249 1,349 $ 3,598 Amounts to be recognized as revenue in the year ending: March 31, 2019 1,565 1,193 2,758 March 31, 2020 539 149 688 March 31, 2021 and thereafter 145 7 152 $ 2,249 $ 1,349 $ 3,598 Deferred charges relate only to the sale of equipment. Deferred charges activity for the three months ended March 31, 2018 can be seen in the table below: Balance at December 31, 2017 $ 1,374 Additions during the period 277 Recognized as cost of sales (295 ) Balance at March 31, 2018 $ 1,356 Amounts to be recognized as cost of sales in the year ending: March 31, 2019 $ 963 March 31, 2020 313 * March 31, 2021 and thereafter 80 * $ 1,356 * Amounts included in Other Assets in the Company’s Unaudited Condensed Consolidated Balance Sheets at March 31, 2018. The Company pays its employees sales commissions for sales of HW and for first sales of monitoring services (not for renewals). In accordance with Topic 606, Revenue from Contracts with Customers, of the FASB Accounting Standards Codification ( “ASC 606”), the Company capitalizes as a contract asset the sales commissions on these sales. Contract assets associated with HW are amortized over the estimated life of the units which are currently estimated to be three years (two years up to December 31, 2017). Contract assets associated with monitoring services are amortized over the expected monitoring life including renewals. The contract asset balance at December 31, 2017 of $152 has been recorded as an adjustment to retained earnings in adopting ASC 606 under the modified retrospective method. The following table provides a reconciliation of the Company’s sales commissions contract assets for the three-month period ended March 31, 2018: HW Monitoring Total Balance at December 31, 2017 $ 125 $ 2 $ 152 Additions during the period 23 4 27 Amortization of sales commissions (25 ) (2 ) (27 ) Balance at March 31, 2018 $ 123 $ 29 $ 152 The capitalized sales commissions are included in Other Current Assets ($111) and Other Assets ($41) in the Company’s Unaudited Condensed Consolidated Balance Sheets at March 31, 2018.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 11—SUBSEQUENT EVENTS New CEO Consulting Agreement On April 9, 2018, the Company entered into a new consulting agreement (the “New Consulting Agreement”) with Jan H. Loeb extending the arrangements for compensation of Mr. Loeb for his services as President and CEO of the Company. The New Consulting Agreement expires on December 31, 2019. Pursuant to the New Consulting Agreement, Mr. Loeb will receive cash compensation of $12 per month commencing May 1, 2018. Mr. Loeb also received a bonus of $100 payable as of May 1, 2018, in recognition of his performance in the sale of the Company’s remaining shares of DSIT Solutions Ltd. He will be eligible for two additional bonuses during the term of the New Consulting Agreement: $150 upon consummation of a corporate acquisition transaction approved by the Company’s Board, and $150 upon consummation of a corporate financing/funding transaction approved by the Company’s Board. Mr. Loeb also received a grant on May 1, 2018 of options to purchase 35,000 shares of the Company’s common stock, which shall be exercisable at an exercise price of $0.35 per share, which was the closing price of the Company’s common stock on April 30, 2018. Fifty percent (50%) of the options vested immediately; the remaining options shall vest in two equal increments on July 1, 2018 and October 1, 2018. The exercise period and other terms are substantially the same as the terms of the options granted by the Company to its outside directors. Executive Chairman of the Board On April 9, 2018, Christopher E. Clouser, a member of the Company’s Board of Directors, was appointed to the newly-created position of Executive Chairman of the Board, and Edgar S. Woolard, Jr., another member of our Board of Directors, was appointed to the newly-created position of Vice Chairman of the Board. For the performance of his additional duties as Executive Chairman, Mr. Clouser’s compensation will be increased by $36 per year (to an annual rate of $71). Mr. Clouser was also awarded a bonus, payable as of May 1, 2018, of $50 in recognition of his performance in the sale of the Company’s shares of DSIT Solutions Ltd. Loans to OmniMetrix Holdings On May 14, 2018, Holdings and the Director entered into an agreement whereby effective May 1, 2018, the dividend on the Preferred Stock was reduced to 8%. In addition, all the amounts due to the Director (accrued dividends, loan and accrued interest) and all future dividends that shall accrue on the Preferred Stock through June 30, 2020 will be paid by Holdings to the Director as follows: In the year ending March 31, 2019 $ 140 In the year ending March 31, 2020 $ 280 In the year ending March 31, 2021 $ 83 The payments in the agreement will be made only to the extent permitted under OmniMetrix’s credit facility. Dividends shall be paid only to the extent provided under Holdings’ Amended and Restated Certificate of Incorporation and permitted under Delaware law.

Investment in DSIT Solutions,18

Investment in DSIT Solutions, Ltd. ('DSIT') (Tables)	3 Months Ended
	Mar. 31, 2018
Investment In Dsit Solutions Ltd. Dsit
Schedule of Condensed Consolidated Statements of Operations	The Company’s share of DSIT’s net income for the period from January 1, 2018 to the Closing Date and the three-month period ended March 31, 2017 can be seen below: Period from January 1, 2018 to the Closing Date Three months ending March 31, 2017 Revenue $ 4,481 $ 4,061 Cost of sales 2,842 2,766 Gross profit 1,639 1,295 Net income $ 160 $ 86 Acorn’s share of net income in DSIT $ 33 $ 36
Schedule of Equity Investment Balance in DSIT	The activity of the Company’s Investment in DSIT for the period from January 1, 2018 to March 31, 2018 can be seen below: Equity Investment balance in DSIT Balance at December 31, 2017 $ 5,800 Acorn’s share of net income in DSIT for the period from January 1, 2018 to the Closing Date 33 Impairment (33 ) Sale of Investment in DSIT (5,800 ) Balance at March 31, 2018 $ —

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Financial Information	Summarized financial information for GridSense’s operations for the three months ended March 31, 2018 and 2017 are presented below: Three months ended March 31, 2018 2017 Revenue $ — $ — Gross profit $ — $ — Income from discontinued operations, net of income taxes $ — $ 65

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Summary of Stock Option Activity	A summary of stock option activity for the three months ended March 31, 2018 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, 2017 1,401,489 $ 3.45 Granted 60,000 0.23 Exercised — Forfeited or expired (7,500 ) $ 0.14 Outstanding at March 31, 2018 1,453,989 $ 3.33 3.0 years $ 25 Exercisable at March 31, 2018 1,400,655 $ 3.45 2.9 years $ 20
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 2.3 % Expected term of options 6.7 years Expected annual volatility 85 % Expected dividend yield — %
Summary of Warrant Activity	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, 2017 2,654,423 $ 1.46 Granted — — Exercised — — Forfeited or expired — — Outstanding at March 31, 2018 2,654,423 $ 1.46 1.9 years

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Summary of Segmented Data	The following tables represent segmented data for the three-month periods ended March 31, 2018 and March 31, 2017: PG CP Total Three months ended March 31, 2018: Revenue from external customers $ 886 $ 323 $ 1,209 Intersegment revenue — — — Segment gross profit 589 156 745 Depreciation and amortization 12 5 17 Segment loss before income taxes (22 ) (63 ) (85 ) Three months ended March 31, 2017: Revenue from external customers $ 898 $ 198 $ 1,096 Intersegment revenue — — — Segment gross profit 520 94 614 Depreciation and amortization 16 4 20 Segment loss before income taxes (145 ) (64 ) (209 )
Schedule of Reconciliation of Segment Data to Consolidated Net Loss Before Income Taxes	Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Three months ended March 31, 2018 2017 Total net loss before income taxes for reportable segments $ (85 ) $ (209 ) Unallocated cost of corporate headquarters (335 ) (162 ) Consolidated loss before income taxes $ (420 ) $ (371 )

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregates of Revenue	The following table disaggregates the Company’s revenue for the three-month periods ended March 31, 2018 and 2017: HW Monitoring Total Three months ended March 31, 2018: PG Segment $ 293 $ 593 $ 886 CP Segment 274 49 323 Total Revenue $ 567 $ 642 $ 1,209 HW Monitoring Total Three months ended March 31, 2017: PG Segment $ 375 $ 524 $ 898 CP Segment 179 18 198 Total Revenue $ 554 $ 542 $ 1,096
Schedule of Deferred Revenue Activity	Deferred revenue activity for the three months ended March 31, 2018 can be seen in the table below: HW Monitoring Total Balance at December 31, 2017 $ 2,227 $ 1,337 $ 3,564 Additions during the period 589 654 1,243 Recognized as revenue (567 ) (642 ) (1,209 ) Balance at March 31, 2018 2,249 1,349 $ 3,598 Amounts to be recognized as revenue in the year ending: March 31, 2019 1,565 1,193 2,758 March 31, 2020 539 149 688 March 31, 2021 and thereafter 145 7 152 $ 2,249 $ 1,349 $ 3,598
Schedule of Deferred Charges Activity	Deferred charges relate only to the sale of equipment. Deferred charges activity for the three months ended March 31, 2018 can be seen in the table below: Balance at December 31, 2017 $ 1,374 Additions during the period 277 Recognized as cost of sales (295 ) Balance at March 31, 2018 $ 1,356 Amounts to be recognized as cost of sales in the year ending: March 31, 2019 $ 963 March 31, 2020 313 * March 31, 2021 and thereafter 80 * $ 1,356 * Amounts included in Other Assets in the Company’s Unaudited Condensed Consolidated Balance Sheets at March 31, 2018.
Schedule of Sales Commissions Contract Assets	The following table provides a reconciliation of the Company’s sales commissions contract assets for the three-month period ended March 31, 2018: HW Monitoring Total Balance at December 31, 2017 $ 125 $ 2 $ 152 Additions during the period 23 4 27 Amortization of sales commissions (25 ) (2 ) (27 ) Balance at March 31, 2018 $ 123 $ 29 $ 152

Subsequent Events (Tables)

Subsequent Events (Tables)	3 Months Ended
	Mar. 31, 2018
Subsequent Event [Member]
Schedule of Payments of Dividends Accrued On Preferred Stock Payable	In addition, all the amounts due to the Director (accrued dividends, loan and accrued interest) and all future dividends that shall accrue on the Preferred Stock through June 30, 2020 will be paid by Holdings to the Director as follows: In the year ending March 31, 2019 $ 140 In the year ending March 31, 2020 $ 280 In the year ending March 31, 2021 $ 83

Investment in DSIT Solutions,24

Investment in DSIT Solutions, Ltd. ('DSIT') (Details Narrative) - DSIT Solutions, Ltd [Member] $ in Thousands	Feb. 14, 2018USD ($)
Gross proceeds before transaction costs, professional fees and withholding taxes	$ 5,800
Withholding taxes	388
Transaction costs	441
Loss on sale of investment	829
Repaid amount due to DSIT	$ 1,600
2018 DSIT Transaction [Member]
Sale of DSIT Investment remaining interest	41.15%
Directors Loans [Member]
Amount repaid to directors	$ 1,428

Investment in DSIT Solutions,25

Investment in DSIT Solutions, Ltd. ('DSIT') - Schedule of Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Feb. 14, 2018	Mar. 31, 2018	Mar. 31, 2017
Revenue		$ 1,209	$ 1,096
Cost of sales		464	482
Gross profit		745	614
Net income		(1,249)	(270)
Acorn’s share of net income in DSIT		$ 33	36
DSIT Solutions, Ltd [Member]
Revenue	$ 4,481		4,061
Cost of sales	2,842		2,766
Gross profit	1,639		1,295
Net income	160		86
Acorn’s share of net income in DSIT	$ 33		$ 36

Investment in DSIT Solutions,26

Investment in DSIT Solutions, Ltd. ('DSIT') - Schedule of Equity Investment Balance in DSIT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Investment In Dsit Solutions Ltd. Dsit
Balance at the Beginning	$ 5,800
Acorn’s share of net income in DSIT for the period from January 1, 2018 to the Closing Date	33	$ 36
Impairment	(33)
Sale of Investment in DSIT	(5,800)
Balance at the ending

Discontinued Operations - Sched

Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues	$ 1,209	$ 1,096
Gross profit	745	614
GridSense Inc. [Member] | Discontinued Operations [Member]
Revenues
Gross profit
Income from discontinued operations, net of income taxes		$ 65

Loans From Directors and Othe28

Loans From Directors and Other Commitments (Details Narrative) - USD ($) $ in Thousands	Feb. 16, 2017	Dec. 31, 2015	Mar. 31, 2018	Mar. 31, 2017	Feb. 22, 2018	Sep. 30, 2017	Dec. 31, 2016
Amount owed to acorn for loans, accrued interest and expenses advanced				$ 900
Board of Directors [Member]
Secured commitment from related party	$ 1,900
Immediately funded loan amount	$ 900
Additional amount funded						$ 400
Principal amount repaid					$ 1,300
Accrued interest repaid					$ 128
Director Loans [Member]
Interest expenses			21	$ 13
Director [Member]
Loan payable							$ 115
Loan bear interest rate							8.00%
Preferred Stock [Member]
Accrued interest on unpaid balance			22
Dividend payable accrued on the preferred stock and added to the loan balance			241				$ 115
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%
Omni Metrix Holdings, Inc. [Member] | Director [Member]
Loan payable							$ 50
Omni Metrix [Member]
Amount owed to acorn for loans, accrued interest and expenses advanced			$ 3,480

Restructuring and Related Cha29

Restructuring and Related Charges (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring charges payable	$ 113	$ 129
Repayment of accrued lease liability	$ 16
Accrued restructuring balance to be paid	Dec. 31, 2019
Restructuring charges included in other current liabilities	$ 64
Restructuring charges included in other long-term liabilities	$ 49

Short-Term Credit Facility (Det

Short-Term Credit Facility (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2017	Mar. 31, 2018	Dec. 31, 2017
Loan balance under loan and security agreement		$ 503	$ 313
Loan and Security Agreement [Member]
Percentage of all eligible receivables	75.00%
Maximum financing of account receivable formula-based agreement	$ 1,000
Debt interest rate description	The greater of prime (4.75% at March 31, 2018) plus 2% or 6% per year.
Percentage of monthly service charge	0.90%
Debt effective interest rate	17.30%
Minimum loan balance	$ 150
Availability Under Loan and Security Agreement [Member]
Availability under loan and security agreement		$ 69	$ 182

Equity (Details Narrative)

Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 31, 2018	Dec. 31, 2017
Number of options granted during period	60,000
Exercise price	$ 0.23
Stock based compensation expense	$ 7	$ 13
Retainer fees received by company's shares	$ 17
Common stock issued	30,320,750			30,302,271
Directors [Member]
Number of options granted during period	55,000
Non Employee [Member]
Number of options granted during period	5,000
Mr.Woolard [Member]
Common stock issued			18,479
Mr.Woolard [Member] | April 2, 2018 [Member]
Common stock issued	18,478
Mr.Woolard [Member] | July 1 2018 [Member]
Common stock to be issued	18,478
Mr.Woolard [Member] | October 1, 2018 [Member]
Common stock to be issued	18,478

Equity - Summary of Stock Optio

Equity - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Equity [Abstract]
Number of Options, Outstanding at beginning balance | shares	1,401,489
Number of Options, Granted | shares	60,000
Number of Options, Exercised | shares
Number of Options, Forfeited or expired | shares	(7,500)
Number of Options, Outstanding at end balance | shares	1,453,989
Number of Options, Exercisable at end of period | shares	1,400,655
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares	$ 3.45
Weighted Average Exercise Price, Granted at market price | $ / shares	0.23
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited or expired | $ / shares	0.14
Weighted Average Exercise Price, Outstanding at end balance | $ / shares	3.33
Weighted Average Exercise Price, Exercisable at end of Period | $ / shares	$ 3.45
Weighted Average Remaining Contractual Life Outstanding Ending balance	3 years
Weighted Average Remaining Contractual Life Exercisable Ending balance	2 years 10 months 25 days
Aggregate Intrinsic Value Outstanding ending balance | $	$ 25
Aggregate Intrinsic Value Exercisable ending balance | $	$ 20

Equity - Schedule of Stock Opti

Equity - Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details)	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Risk-free interest rate	2.30%
Expected term of options, in years	6 years 8 months 12 days
Expected annual volatility	85.00%
Expected dividend yield	0.00%

Equity - Summary of Warrant Act

Equity - Summary of Warrant Activity (Details)	3 Months Ended
	Mar. 31, 2018$ / 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 ending balance	1 year 10 months 25 days

Segment Reporting - Summary of

Segment Reporting - Summary of Segmented Data (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Revenue from external customers	$ 1,209	$ 1,096
Segment gross profit	745	614
Depreciation and amortization	17	20
Omni Metrix Holdings, Inc. [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	1,209	1,096
Intersegment revenues
Segment gross profit	745	614
Depreciation and amortization	17	20
Segment loss before income taxes	(85)	(209)
PG [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	886	898
Intersegment revenues
Segment gross profit	589	520
Depreciation and amortization	12	16
Segment loss before income taxes	(22)	(145)
CP [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	323	198
Intersegment revenues
Segment gross profit	156	94
Depreciation and amortization	5	4
Segment loss before income taxes	$ (63)	$ (64)

Segment Reporting - Schedule of

Segment Reporting - Schedule of Reconciliation of Segment Data to Consolidated Net Loss Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting [Abstract]
Total net loss before income taxes for reportable segments	$ (85)	$ (209)
Unallocated cost of corporate headquarters	(335)	(162)
Consolidated loss before taxes on income	$ (420)	$ (371)

Revenue (Details Narrative)

Revenue (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Sale of equipment estimated life	3 years	2 years
Prepayment of monitoring fees	Revenues from the prepayment of monitoring fees (generally paid twelve months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period.
Retained earnings		$ 152
Other current assets	$ 144	$ 91
Capitalized Sales Commissions [Member]
Other current assets	111
Other assets	$ 41

Revenue - Schedule of Disaggreg

Revenue - Schedule of Disaggregates of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue	$ 1,209	$ 1,096
PG [Member]
Revenue	886	898
CP [Member]
Revenue	323	198
HW [Member]
Revenue	567	554
HW [Member] | PG [Member]
Revenue	293	375
HW [Member] | CP [Member]
Revenue	274	179
Monitoring [Member]
Revenue	642	542
Monitoring [Member] | PG [Member]
Revenue	593	524
Monitoring [Member] | CP [Member]
Revenue	$ 49	$ 18

Revenue - Schedule of Deferred

Revenue - Schedule of Deferred Revenue Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Deferred revenue beginning balance	$ 3,564
Additions during the period	1,243
Recognized as revenue	(1,209)
Deferred revenue ending balance	3,598
March 31 2019 [Member]
Recognized as revenue	2,758
March 31 2020 [Member]
Recognized as revenue	688
March 31 2021 and Thereafter [Member]
Recognized as revenue	152
HW [Member]
Deferred revenue beginning balance	2,227
Additions during the period	589
Recognized as revenue	(567)
Deferred revenue ending balance	2,249
HW [Member] | March 31 2019 [Member]
Recognized as revenue	1,565
HW [Member] | March 31 2020 [Member]
Recognized as revenue	539
HW [Member] | March 31 2021 and Thereafter [Member]
Recognized as revenue	145
Monitoring [Member]
Deferred revenue beginning balance	1,337
Additions during the period	654
Recognized as revenue	(642)
Deferred revenue ending balance	1,349
Monitoring [Member] | March 31 2019 [Member]
Recognized as revenue	1,193
Monitoring [Member] | March 31 2020 [Member]
Recognized as revenue	149
Monitoring [Member] | March 31 2021 [Member]
Recognized as revenue	$ 7

Revenue - Schedule of Deferre40

Revenue - Schedule of Deferred Charges Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Deferred charges beginning balance	$ 1,374
Additions during the period	277
Recognized as cost of sales	(295)
Deferred charges ending balance	1,356
March 31 2019 [Member]
Recognized as cost of sales	963
March 31 2020 [Member]
Recognized as cost of sales	313	[1]
March 31 2021 and Thereafter [Member]
Recognized as cost of sales	$ 80	[1]
[1]	Amounts included in Other Assets in the Company's Unaudited Condensed Consolidated Balance Sheets at March 31, 2018.

Revenue - Schedule of Sales Com

Revenue - Schedule of Sales Commissions Contract Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Sales commissions contract assets beginning balance	$ 152
Additions during the period	27
Amortization of sales commissions contract assets	(27)
Sales commissions contract assets ending balance	152
HW [Member]
Sales commissions contract assets beginning balance	125
Additions during the period	23
Amortization of sales commissions contract assets	(25)
Sales commissions contract assets ending balance	123
Monitoring [Member]
Sales commissions contract assets beginning balance	2
Additions during the period	4
Amortization of sales commissions contract assets	(2)
Sales commissions contract assets ending balance	$ 29

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 14, 2018	May 01, 2018	May 01, 2018	Apr. 09, 2018	Mar. 31, 2018
Number of share options granted to purchase common stock					60,000
Options exercisable, exercise price					$ 3.45
Subsequent Event [Member]
Preferred stock dividend rate percentage	8.00%
Accrued dividend, loans and accrued interest payable date	Jun. 30, 2020
Subsequent Event [Member] | Mr. Loeb [Member]
Number of share options granted to purchase common stock		35,000
Options exercisable, exercise price		$ 0.35	$ 0.35
Options vested, percentage		50.00%
Subsequent Event [Member] | Mr. Clouser's [Member]
Increased compensation per year				$ 36
Annual compensation rate				$ 71
Subsequent Event [Member] | Mr. Clouser's [Member] | DSIT Solutions, Ltd [Member]
Bonus payable		$ 50
Subsequent Event [Member] | New Consulting Agreement [Member]
Agreement expiration date				Dec. 31, 2019
Subsequent Event [Member] | New Consulting Agreement [Member] | Corporate Acquisition Transaction [Member]
Bonus payable			$ 150
Subsequent Event [Member] | New Consulting Agreement [Member] | Corporate Financing Funding Transaction [Member]
Bonus payable			$ 150
Subsequent Event [Member] | New Consulting Agreement [Member] | Mr. Loeb [Member]
Cash compensation, per month				$ 12
Bonus received				$ 100

Subsequent Events - Schedule of

Subsequent Events - Schedule of Payments of Dividends Accrued On Preferred Stock Payable (Details) - Subsequent Event [Member] $ in Thousands	May 11, 2018USD ($)
In the Year ending March 31, 2019 [Member]
Preferred stock dividend, amount	$ 140
In the Year ending March 31, 2020 [Member]
Preferred stock dividend, amount	280
In the Year ending March 31, 2021 [Member]
Preferred stock dividend, amount	$ 83