Acorn Energy (ACFN) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 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	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		29,555,786
Trading Symbol	ACFN
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 1,422	$ 481
Restricted cash	300
Accounts receivable, net	787	1,103
Inventory, net	325	229
Investment in DSIT		5,800
Deferred charges	861	999
Other current assets	200	91
Total current assets	3,895	8,703
Property and equipment, net	90	139
Other assets	572	380
Total assets	4,557	9,222
Current liabilities:
Short-term credit	199	313
Accounts payable	385	489
Accrued expenses	525	466
Deferred revenue	2,795	2,753
Due to Acorn director (former director as of August 6, 2018)	220	1,690
Due to DSIT		1,624
Other current liabilities	166	185
Total current liabilities	4,290	7,520
Non-current liabilities:
Deferred revenue	1,092	811
Due to Acorn directors (former directors as of August 6, 2018)	103
Other non-current liabilities	25	139
Total non-current liabilities	1,220	950
Commitments and contingencies
Equity (Deficit):
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized - 42,000,000 shares; Issued - 30,357,706 and 30,302,271 shares at September 30, 2018 and December 31, 2017, respectively	304	303
Additional paid-in capital	99,853	99,819
Warrants	1,600	1,600
Accumulated deficit	(99,819)	(98,215)
Treasury stock, at cost - 801,920 shares at September 30, 2018 and December 31, 2017	(3,036)	(3,036)
Total Acorn Energy, Inc. shareholders'equity (deficit)	(1,098)	471
Non-controlling interests	145	281
Total equity (deficit)	(953)	752
Total liabilities and equity (deficit)	$ 4,557	$ 9,222

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 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	30,357,706	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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenue	$ 1,337	$ 1,085	$ 3,776	$ 3,226
Cost of sales	506	456	1,464	1,389
Gross profit	831	629	2,312	1,837
Operating expenses:
Research and development expenses	139	122	399	390
Selling, general and administrative expenses	922	1,038	3,055	2,822
Total operating expenses	1,061	1,160	3,454	3,212
Operating loss	(230)	(531)	(1,142)	(1,375)
Finance expense, net	3	(53)	(76)	(139)
Loss before income taxes	(227)	(584)	(1,218)	(1,514)
Income tax expense		(41)		(41)
Net loss after income taxes	(227)	(625)	(1,218)	(1,555)
Shares of income in DSIT		189	33	258
Impairment of investment in DSIT			(33)
Gain (loss) on sale of interest in DSIT, net of withholding taxes and transaction costs	222		(607)
Loss before discontinued operations	(5)	(436)	(1,825)	(1,297)
Income from discontinued operations, net of income taxes		633		698
Net income (loss)	(5)	197	(1,825)	(599)
Non-controlling interest share of net loss	9	39	69	124
Net income (loss) attributable to Acorn Energy, Inc. shareholders	$ 4	$ 236	$ (1,756)	$ (475)
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders:
Continuing operations	$ 0	$ (0.01)	$ (0.06)	$ (0.04)
Discontinued operations		0.02		0.02
Total attributable to Acorn Energy, Inc. shareholders	$ 0	$ 0.01	$ (0.06)	$ (0.02)
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders - basic	29,555,000	29,454,000	29,535,000	29,397,000
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders - diluted	29,555,000	29,454,000	29,535,000	29,397,000

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 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					(1,756)		(1,756)	(69)	(1,825)
Accrued dividend in OmniMetrix preferred shares								(67)	(67)
Shares granted in lieu of director fees	$ 1	[1]	13				14		14
Shares granted in lieu of director fees, shares	56,000
Stock option compensation			21				21		21
Balances at Sep. 30, 2018	$ 304		$ 99,853	$ 1,600	$ (99,819)	$ (3,036)	$ (1,098)	$ 145	$ (953)
Balances, shares at Sep. 30, 2018	30,358,000
[1]	Less than $1

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows used in operating activities:
Net loss	$ (1,825)	$ (599)
Loss from discontinued operations		(698)
Depreciation and amortization	49	58
Loss on sale of investment in DSIT, net of income taxes and transaction costs	607
Impairment of investment in DSIT	33
Share of income in DSIT	(33)	(258)
Stock-based compensation	21	22
Director fees paid in common stock	14	24
Change in operating assets and liabilities:
Decrease in accounts receivable	316	352
Increase in inventory	(96)	(39)
Decrease in deferred charges	120
Increase in other current assets and other assets	(131)
Decrease in accounts payable and accrued expenses	(110)	(404)
Increase in deferred revenue	323	264
Decrease in amounts due to DSIT and former directors	(1,418)
Decrease in other current liabilities and non-current liabilities	(133)
Net cash used in operating activities - continuing operations	(2,263)	(1,278)
Net cash used in operating activities - discontinued operations		(44)
Net cash used in operating activities	(2,263)	(1,322)
Cash flows provided by investing activities:
Proceeds from the sale of interests in DSIT, net of transaction costs	4,971
Net cash provided by investing activities - continuing operations	4,971
Net cash provided by investing activities - discontinued operations		100
Net cash provided by investing activities	4,971	100
Cash flows provided by (used in) financing activities:
Short-term credit, net	(114)	(26)
Proceeds from loans from directors		1,300
Repayment of loans from former directors	(1,300)
Repayments of loans from DSIT	(340)
Net cash provided by (used in) financing activities	(1,754)	1,274
Effect of exchange rate changes on cash and cash equivalents - continuing operations	(13)
Net increase in cash and cash equivalents	941	52
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
Cash and cash equivalents at the end of the period - continuing operations	1,422	293
Non-cash investing and financing activities:
Accrual of preferred dividends to outside investor in OmniMetrix and subsequent conversion to loan	$ 67	$ 75

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
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 nine-month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. All dollar and New Israeli Shekel (“NIS”) 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 nine-month period ended September 30, 2018 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	9 Months Ended
	Sep. 30, 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. In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective in the first quarter of fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company is currently evaluating the effect the adoption of this ASU will have on its financial statements. 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')	9 Months Ended
	Sep. 30, 2018
Investment In Dsit Solutions Ltd.
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 nine-month period ended September 30, 2017 can be seen below: Period from January 1, 2018 to the Closing Date Nine months ending September 30, 2017 Revenue $ 4,481 $ 8,062 Cost of sales 2,842 5,315 Gross profit 1,639 2,747 Net income $ 160 $ 169 Acorn’s share of net income in DSIT $ 33 $ 69 The activity of the Company’s Investment in DSIT for the period from January 1, 2018 to September 30, 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 September 30, 2018 $ — In the Company’s sale of its shares of DSIT Solutions Ltd. (“DSIT”), the Israel Tax Authorities (“ITA”) withheld tax of NIS 1,008, NIS 146 and NIS 1,359 in 2016, 2017 and 2018, respectively. Such amounts were recorded as expense ($266, $41 and $388) in each of those years. In August 2018, the Company received back from the ITA NIS 1,087 ($293 at the then exchange rate) consisting of $266 of tax, $21 of interest income and $6 of exchange gain. The Company received the refund following the filing of its 2016 Israeli tax return in which the Company claimed that it was due a refund of the withheld taxes in full as it believes that each of the sale transactions is exempt from tax under Israeli tax law. The ITA did not timely respond to the Company’s refund claim for the 2016 tax withheld and under Israeli tax law was required to return the tax withheld in the 2016 transaction with interest. However, the Company had to provide a letter to the ITA stating that it understands that the return of the tax withheld resulting from its 2016 Israeli tax filing does not constitute the consent of the ITA to the method of reporting and the tax refund deriving from it and another letter whereby the Company committed not to transfer those funds received out of Israel until the end of the ITA’s review. The ITA has requested documentation of the transaction to begin its review of Acorn’s position. The Company has recorded the $222, net of fees of $65 offset by interest income of $21, as part of the gain (loss) on sale of interest of DSIT in the third quarter of 2018 relating to the 2016 DSIT transaction withholding. This offsets the loss on the 2018 DSIT transaction which reduced the loss recorded in 2018 to $607. The Company does not believe it will have to return such funds to the ITA at the end of the ITA’s review. However, as the Company committed not to transfer those funds out of Israel until the completion of the ITA’s review, such funds are deemed to be restricted and are reflected as such on the Company’s balance sheet as of September 30, 2018. By statute, the funds will no longer be restricted the earlier of December 31, 2022 or the completion of the ITA’s review of the Company’s tax position. The Company believes that the ITA will complete its review of the Company’s tax position by the end of 2019. The amount received is reflected as restricted cash as of September 30, 2018. The Company has filed its Israeli return for 2017 and requested a refund of the NIS 146 tax withheld (currently valued at $40 before interest) and plans to file its 2018 return and request a refund of the NIS 1,358 tax withheld (currently valued at $375 before interest). The Company will record a tax benefit on the tax withheld in 2017 and 2018 if and when those monies are remitted back to the Company by the ITA.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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 nine months ended September 30, 2018 and 2017 are presented below: Nine months ended September 30, 2018 2017 Revenue $ — $ — Gross profit $ — $ — Income from discontinued operations, net of income taxes $ — $ 698

Loans from Directors and Other

Loans from Directors and Other Commitments	9 Months Ended
	Sep. 30, 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. Prior to the repayment of these loans on February 22, 2018, the Company accrued $21 of interest expense in the nine months ended September 30, 2018 compared to $72 of interest expense accrued in the nine months ended September 30, 2017 relating to these director loans. (b) Director Investment and Loans to OmniMetrix Holdings In 2015, one of the Company’s then-current directors (the “Investor”) 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 Investor 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 Investor 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 Investor provided Holdings with an additional $50 loan under the same terms as the abovementioned accrued dividends. On May 14, 2018, Holdings and the Investor 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 Investor (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 Investor as follows: In the year ending September 30, 2019 $ 220 In the year ending September 30, 2020 $ 243 During the nine months ended September 30, 2018, the Company made a payment of $40, against the balance due, pursuant to the agreed upon payment schedule and a quarterly dividend of $20 was accrued. At September 30, 2018, the obligation to the Investor was $323 including accrued interest through May 1, 2018 on unpaid balances of $22. The Investor resigned from the Company’s Board of Directors on August 6, 2018. (c) OmniMetrix Amounts due to Acorn As of September 30, 2018, OmniMetrix owes Acorn approximately $3,739 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	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2018, OmniMetrix paid $47 of this liability. The total remaining accrued restructuring balance of $81 is expected to be paid in full by December 31, 2019 and is included in Other current liabilities ($64) and Other liabilities ($17) in the Company’s condensed consolidated balance sheets.

Short-Term Credit Facility

Short-Term Credit Facility	9 Months Ended
	Sep. 30, 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 bore interest at the greater of prime (5.25% at September 30, 2018) plus 2% or 6% per year. In addition, OmniMetrix paid 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 18.05%. 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 $199 and $313 as of September 30, 2018 and December 31, 2017, respectively, pursuant to the Loan and Security Agreement. OmniMetrix’s additional availability under the Loan and Security agreement was $222 and $182 at September 30, 2018 and December 31, 2017, respectively. OmniMetrix elected not to renew this line-of-credit on its contractual termination date of October 31, 2018 and is currently seeking a new financing arrangement with more favorable terms. OmniMetrix accounts receivable payments were applied to the outstanding balance until it was paid in full on November 6, 2018.

Equity

Equity	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Equity	NOTE 8—EQUITY (a) Acorn Stock Options A summary of stock option activity for the nine months ended September 30, 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 175,000 0.32 Exercised — Forfeited or expired (20,000 ) $ 0.20 Outstanding at September 30, 2018 1,556,489 $ 3.14 2.8 years $ 24 Exercisable at September 30, 2018 1,465,239 $ 3.31 2.6 years $ 24 The options granted in 2018 were to directors (140,000 with an exercise price ranging from $0.23 to $0.35 per share), an employee (30,000 with an exercise price of $0.41 per share) and a non-employee (5,000 with an exercise price of $0.23 per share). The fair value of the options granted is $41 and was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.7 % Expected term of options 6.6years 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 Unaudited Condensed Consolidated Statements of Operations was $21 and $22 for the nine-month periods ended September 30, 2018 and September 30, 2017, respectively, and $3 and $4 for the three-month periods ended September 30, 2018 and September 30, 2017, respectively. The balance of unamortized stock compensation as of September 30, 2018 was $40. (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, one of our directors elected to receive Common Stock in lieu of retainer and board fees of $17. Accordingly, this director was issued 18,479 shares of Common Stock in January 2018 for the first quarter of 2018, 18,478 shares of Common Stock on April 2, 2018 for the second quarter of 2018 and 18,478 shares of Common Stock on July 2, 2018 for the third quarter of 2018. This director resigned from the Company’s Board of Directors on August 6, 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 September 30, 2018 2,654,423 $ 1.46 1.4 years

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 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 nine- and three-month periods ended September 30, 2018 and September 30, 2017: PG CP Total Nine months ended September 30, 2018: Revenues from external customers $ 2,698 $ 1,078 $ 3,776 Intersegment revenues — — — Segment gross profit 1,847 465 2,312 Depreciation and amortization 35 14 49 Segment income (loss) before income taxes 47 (235 ) (188 ) Nine months ended September 30, 2017: Revenues from external customers $ 2,525 $ 701 $ 3,226 Intersegment revenues — — — Segment gross profit 1,529 308 1,837 Depreciation and amortization 45 13 58 Segment loss before income taxes (382 ) (249 ) (631 ) Three months ended September 30, 2018: Revenues from external customers $ 931 $ 406 $ 1,337 Intersegment revenues — — — Segment gross profit 666 165 831 Depreciation and amortization 11 5 16 Segment income (loss) before income taxes 86 (80 ) 6 Three months ended September 30, 2017: Revenues from external customers $ 813 $ 272 $ 1,085 Intersegment revenues — — — Segment gross profit 511 118 629 Depreciation and amortization 13 5 18 Segment loss before income taxes (108 ) (100 ) (208 ) Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Nine months ended September 30, Three months ended September 30, 2018 2017 2018 2017 Total net loss before income taxes for reportable segments $ (188 ) $ (631 ) $ 6 $ (208 ) Unallocated cost of corporate headquarters (1,030 ) (883 ) (233 ) (376 ) Consolidated loss before income taxes (1,218 ) (1,514 ) (227 ) (584 ) The unallocated cost of corporate headquarters includes compensation paid to the CEO and CFO, board fees, legal fees, audit and tax fees and other public company costs.

Revenue

Revenue	9 Months Ended
	Sep. 30, 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”). Sales of OmniMetrix equipment do not qualify as a separate unit of accounting. As a result, 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 nine- and three-month periods ended September 30, 2018 and 2017: HW Monitoring Total Nine months ended September 30, 2018: PG Segment $ 860 $ 1,838 $ 2,698 CP Segment 926 152 1,078 Total Revenue $ 1,786 $ 1,990 $ 3,776 HW Monitoring Total Nine months ended September 30, 2017: PG Segment $ 960 $ 1,565 $ 2,525 CP Segment 631 70 701 Total Revenue $ 1,591 $ 1,635 $ 3,226 HW Monitoring Total Three months ended September 30, 2018: PG Segment $ 292 $ 639 $ 931 CP Segment 354 52 406 Total Revenue $ 646 $ 691 $ 1,337 HW Monitoring Total Three months ended September 30, 2017: PG Segment $ 293 $ 520 $ 813 CP Segment 244 28 272 Total Revenue $ 537 $ 548 $ 1,085 Deferred revenue activity for the nine months ended September 30, 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 1,886 2,213 4,099 Recognized as revenue (1,786 ) (1,990 ) (3,776 ) Balance at September 30, 2018 2,327 1,560 $ 3,887 Amounts to be recognized as revenue in the year ending: September 30, 2019 1,433 1,362 2,795 September 30, 2020 581 193 774 September 30, 2021 and thereafter 313 5 318 $ 2,327 $ 1,560 $ 3,887 Deferred charges relate only to the sale of equipment. Deferred charges activity for the nine months ended September 30, 2018 can be seen in the table below: Balance at December 31, 2017 $ 1,374 Additions during the period 1,072 Recognized as cost of sales (1,055 ) Balance at September 30, 2018 $ 1,391 Amounts to be recognized as cost of sales in the year ending: September 30, 2019 $ 861 September 30, 2020 341 * September 30, 2021 and thereafter 189 * $ 1,391 * Amounts included in Other Assets in the Company’s Unaudited Condensed Consolidated Balance Sheets at September 30, 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 nine-month period ended September 30, 2018: HW Monitoring Total Balance at December 31, 2017 $ 125 $ 27 $ 152 Additions during the period 67 15 82 Amortization of sales commissions (69 ) (7 ) (76 ) Balance at September 30, 2018 $ 123 $ 35 $ 158 The capitalized sales commissions are included in Other Current Assets ($117) and Other Assets ($41) in the Company’s Unaudited Condensed Consolidated Balance Sheets at September 30, 2018.

Investment in DSIT Solutions,_2

Investment in DSIT Solutions, Ltd. ('DSIT') (Tables)	9 Months Ended
	Sep. 30, 2018
Investment In Dsit Solutions Ltd.
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 nine-month period ended September 30, 2017 can be seen below: Period from January 1, 2018 to the Closing Date Nine months ending September 30, 2017 Revenue $ 4,481 $ 8,062 Cost of sales 2,842 5,315 Gross profit 1,639 2,747 Net income $ 160 $ 169 Acorn’s share of net income in DSIT $ 33 $ 69
Schedule of Equity Investment Balance in DSIT	The activity of the Company’s Investment in DSIT for the period from January 1, 2018 to September 30, 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 September 30, 2018 $ —

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Financial Information	Summarized financial information for GridSense’s operations for the nine months ended September 30, 2018 and 2017 are presented below: Nine months ended September 30, 2018 2017 Revenue $ — $ — Gross profit $ — $ — Income from discontinued operations, net of income taxes $ — $ 698

Loans from Directors and Othe_2

Loans from Directors and Other Commitments (Tables)	9 Months Ended
	Sep. 30, 2018
Loans From Directors And Other Commitments
Schedule of Payments of Dividends Accrued on Preferred Stock Payable	In addition, all the amounts due to the Investor (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 Investor as follows: In the year ending September 30, 2019 $ 220 In the year ending September 30, 2020 $ 243

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Summary of Stock Option Activity	A summary of stock option activity for the nine months ended September 30, 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 175,000 0.32 Exercised — Forfeited or expired (20,000 ) $ 0.20 Outstanding at September 30, 2018 1,556,489 $ 3.14 2.8 years $ 24 Exercisable at September 30, 2018 1,465,239 $ 3.31 2.6 years $ 24
Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model	The fair value of the options granted is $41 and was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 2.7 % Expected term of options 6.6years Expected annual volatility 85 % 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, 2017 2,654,423 $ 1.46 Granted — — Exercised — — Forfeited or expired — — Outstanding at September 30, 2018 2,654,423 $ 1.46 1.4 years

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Summary of Segmented Data	The following tables represent segmented data for the nine- and three-month periods ended September 30, 2018 and September 30, 2017: PG CP Total Nine months ended September 30, 2018: Revenues from external customers $ 2,698 $ 1,078 $ 3,776 Intersegment revenues — — — Segment gross profit 1,847 465 2,312 Depreciation and amortization 35 14 49 Segment income (loss) before income taxes 47 (235 ) (188 ) Nine months ended September 30, 2017: Revenues from external customers $ 2,525 $ 701 $ 3,226 Intersegment revenues — — — Segment gross profit 1,529 308 1,837 Depreciation and amortization 45 13 58 Segment loss before income taxes (382 ) (249 ) (631 ) Three months ended September 30, 2018: Revenues from external customers $ 931 $ 406 $ 1,337 Intersegment revenues — — — Segment gross profit 666 165 831 Depreciation and amortization 11 5 16 Segment income (loss) before income taxes 86 (80 ) 6 Three months ended September 30, 2017: Revenues from external customers $ 813 $ 272 $ 1,085 Intersegment revenues — — — Segment gross profit 511 118 629 Depreciation and amortization 13 5 18 Segment loss before income taxes (108 ) (100 ) (208 )
Schedule of Reconciliation of Segment Data to Consolidated Net Loss Before Income Taxes	Reconciliation of Segment Loss to Consolidated Net Loss Before Income Taxes Nine months ended September 30, Three months ended September 30, 2018 2017 2018 2017 Total net loss before income taxes for reportable segments $ (188 ) $ (631 ) $ 6 $ (208 ) Unallocated cost of corporate headquarters (1,030 ) (883 ) (233 ) (376 ) Consolidated loss before income taxes (1,218 ) (1,514 ) (227 ) (584 )

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregates of Revenue	The following table disaggregates the Company’s revenue for the nine- and three-month periods ended September 30, 2018 and 2017: HW Monitoring Total Nine months ended September 30, 2018: PG Segment $ 860 $ 1,838 $ 2,698 CP Segment 926 152 1,078 Total Revenue $ 1,786 $ 1,990 $ 3,776 HW Monitoring Total Nine months ended September 30, 2017: PG Segment $ 960 $ 1,565 $ 2,525 CP Segment 631 70 701 Total Revenue $ 1,591 $ 1,635 $ 3,226 HW Monitoring Total Three months ended September 30, 2018: PG Segment $ 292 $ 639 $ 931 CP Segment 354 52 406 Total Revenue $ 646 $ 691 $ 1,337 HW Monitoring Total Three months ended September 30, 2017: PG Segment $ 293 $ 520 $ 813 CP Segment 244 28 272 Total Revenue $ 537 $ 548 $ 1,085
Schedule of Deferred Revenue Activity	Deferred revenue activity for the nine months ended September 30, 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 1,886 2,213 4,099 Recognized as revenue (1,786 ) (1,990 ) (3,776 ) Balance at September 30, 2018 2,327 1,560 $ 3,887 Amounts to be recognized as revenue in the year ending: September 30, 2019 1,433 1,362 2,795 September 30, 2020 581 193 774 September 30, 2021 and thereafter 313 5 318 $ 2,327 $ 1,560 $ 3,887
Schedule of Deferred Charges Activity	Deferred charges relate only to the sale of equipment. Deferred charges activity for the nine months ended September 30, 2018 can be seen in the table below: Balance at December 31, 2017 $ 1,374 Additions during the period 1,072 Recognized as cost of sales (1,055 ) Balance at September 30, 2018 $ 1,391 Amounts to be recognized as cost of sales in the year ending: September 30, 2019 $ 861 September 30, 2020 341 * September 30, 2021 and thereafter 189 * $ 1,391 * Amounts included in Other Assets in the Company’s Unaudited Condensed Consolidated Balance Sheets at September 30, 2018.
Schedule of Sales Commissions Contract Assets	The following table provides a reconciliation of the Company’s sales commissions contract assets for the nine-month period ended September 30, 2018: HW Monitoring Total Balance at December 31, 2017 $ 125 $ 27 $ 152 Additions during the period 67 15 82 Amortization of sales commissions (69 ) (7 ) (76 ) Balance at September 30, 2018 $ 123 $ 35 $ 158

Investment in DSIT Solutions,_3

Investment in DSIT Solutions, Ltd. ('DSIT') (Details Narrative) - USD ($) $ in Thousands	Feb. 14, 2018	Aug. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Gain (loss) on sale of interest in DSIT, net of withholding taxes and transaction costs			$ (222)		$ 607
Israel Tax Authority [Member]
Withholding taxes							$ 40
Israel Tax Authority [Member] | December 31, 2018 [Member]
Withholding taxes					375
Israel Tax Authority [Member] | NIS [Member]
Withholding taxes							146
Proceeds from sale of DSIT investment		$ 1,087
Israel Tax Authority [Member] | NIS [Member] | December 31, 2018 [Member]
Withholding taxes					1,358
DSIT Solutions, Ltd [Member]
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
Exchange rate		293
Foreign exhange consisting tax value		266
Interest income		21	21
Exchange gain		$ 6
Gain (loss) on sale of interest in DSIT, net of withholding taxes and transaction costs			222		607
Professional fees			$ 65
DSIT Solutions, Ltd [Member] | Israel Tax Authority [Member]
Number of sale of shares in value							41	$ 266
DSIT Solutions, Ltd [Member] | Israel Tax Authority [Member] | December 31, 2018 [Member]
Number of sale of shares in value					388
DSIT Solutions, Ltd [Member] | Israel Tax Authority [Member] | NIS [Member]
Number of sale of shares in value							$ 146	$ 1,008
DSIT Solutions, Ltd [Member] | Israel Tax Authority [Member] | NIS [Member] | December 31, 2018 [Member]
Number of sale of shares in value					$ 1,359
2018 DSIT Transaction [Member] | DSIT Solutions, Ltd [Member]
Sale of DSIT Investment remaining interest	41.15%
Directors Loans [Member] | DSIT Solutions, Ltd [Member]
Amount repaid to directors	$ 1,428

Investment in DSIT Solutions,_4

Investment in DSIT Solutions, Ltd. ('DSIT') - Schedule of Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended
	Feb. 14, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue		$ 1,337	$ 1,085	$ 3,776	$ 3,226
Cost of sales		506	456	1,464	1,389
Gross profit		831	629	2,312	1,837
Net income		(5)	197	(1,825)	(599)
Acorn's share of net income in DSIT			$ 189	$ 33	258
DSIT Solutions, Ltd [Member]
Revenue	$ 4,481				8,062
Cost of sales	2,842				5,315
Gross profit	1,639				2,747
Net income	160				169
Acorn's share of net income in DSIT	$ 33				$ 69

Investment in DSIT Solutions,_5

Investment in DSIT Solutions, Ltd. ('DSIT') - Schedule of Equity Investment Balance in DSIT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Investment In Dsit Solutions Ltd.
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		$ 189	33	$ 258
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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues	$ 1,337	$ 1,085	$ 3,776	$ 3,226
Gross profit	$ 831	$ 629	2,312	1,837
GridSense Inc. [Member] | Discontinued Operations [Member]
Revenues
Gross profit
Income from discontinued operations, net of income taxes				$ 698

Loans from Directors and Othe_3

Loans from Directors and Other Commitments (Details Narrative) - USD ($) $ in Thousands	May 14, 2018	Feb. 16, 2017	Dec. 31, 2015	Sep. 30, 2018	Sep. 30, 2017	Feb. 22, 2018	Dec. 31, 2016
Amount owed to acorn for loans, accrued interest and expenses advanced					$ 1,300
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	$ 72
Investor [Member]
Interest expenses				323
Preferred stock, dividend rate	8.00%
Loan payable							$ 115
Loan bear interest rate							8.00%
Accrued interest on unpaid balance				22
Accrued dividend, loans and accrued interest payable date	Jun. 30, 2020
Payment for loan				40
Payment of dividends				20
Amount owed to acorn for loans, accrued interest and expenses advanced				$ 3,739
Preferred Stock [Member]
Dividend payable accrued on the preferred stock and added to the loan balance							$ 115
Omni Metrix Holdings, Inc. [Member] | Investor [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

Loans from Directors and Othe_4

Loans from Directors and Other Commitments - Schedule of Payments of Dividends Accrued on Preferred Stock Payable (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
In the Year ending September 30, 2019 [Member]
Preferred stock dividend, amount	$ 220
In the Year ending September 30, 2020 [Member]
Preferred stock dividend, amount	$ 243

Restructuring and Related Cha_2

Restructuring and Related Charges (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring charges payable	$ 81	$ 129
Repayment of accrued lease liability	$ 47
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	$ 17

Short-Term Credit Facility (Det

Short-Term Credit Facility (Details Narrative) - Omni Metrix Holdings, Inc. [Member] - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 31, 2017	Sep. 30, 2018	Dec. 31, 2017
Loan balance under loan and security agreement		$ 199	$ 313
Revolving credit termination date		Oct. 31, 2018
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 (5.25% at September 30, 2018) plus 2% or 6% per year
Percentage of monthly service charge	0.90%
Debt effective interest rate	1805.50%
Minimum loan balance	$ 150
Availability Under Loan and Security Agreement [Member]
Additional availability under loan and security agreement		$ 222	$ 182

Equity (Details Narrative)

Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Apr. 02, 2018	Jan. 31, 2018	Dec. 31, 2017
Number of options granted during period			175,000
Fair value of option granted			$ 41
Stock based compensation expense	$ 3	$ 4	21	$ 22
Unamortized stock compensation			40
Retainer fees received by company's shares			$ 17
Common stock issued	30,357,706		30,357,706		18,478	18,479	30,302,271
July 2 2018 [Member]
Common stock issued	18,478		18,478
Directors [Member]
Number of options granted during period			140,000
Directors [Member] | Minimum [Member]
Exercise price			$ 0.23
Directors [Member] | Maximum [Member]
Exercise price			$ 0.35
Employee [Member]
Number of options granted during period			30,000
Exercise price			$ 0.41
Non Employee [Member]
Number of options granted during period			5,000
Exercise price			$ 0.23

Equity - Summary of Stock Optio

Equity - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Equity [Abstract]
Number of Options, Outstanding at beginning balance | shares	1,401,489
Number of Options, Granted | shares	175,000
Number of Options, Exercised | shares
Number of Options, Forfeited or expired | shares	(20,000)
Number of Options, Outstanding at end balance | shares	1,556,489
Number of Options, Exercisable at end of period | shares	1,465,239
Weighted Average Exercise Price, Outstanding at beginning balance | $ / shares	$ 3.45
Weighted Average Exercise Price, Granted at market price | $ / shares	0.32
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited or expired | $ / shares	0.20
Weighted Average Exercise Price, Outstanding at end balance | $ / shares	3.14
Weighted Average Exercise Price, Exercisable at end of period | $ / shares	$ 3.31
Weighted Average Remaining Contractual Life Outstanding Ending balance	2 years 9 months 18 days
Weighted Average Remaining Contractual Life Exercisable Ending balance	2 years 7 months 6 days
Aggregate Intrinsic Value Outstanding ending balance | $	$ 24
Aggregate Intrinsic Value Exercisable ending balance | $	$ 24

Equity - Schedule of Stock Opti

Equity - Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details)	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Risk-free interest rate	2.70%
Expected term of options, in years	6 years 7 months 6 days
Expected annual volatility	85.00%
Expected dividend yield	0.00%

Equity - Summary of Warrant Act

Equity - Summary of Warrant Activity (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2018$ / sharesshares
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 8 months 12 days

Segment Reporting - Summary of

Segment Reporting - Summary of Segmented Data (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Revenues from external customers	$ 1,337	$ 1,085	$ 3,776	$ 3,226
Segment gross profit	831	629	2,312	1,837
Depreciation and amortization			49	58
Omni Metrix Holdings, Inc. [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	1,337	1,085	3,776	3,226
Intersegment revenues
Segment gross profit	831	629	2,312	1,837
Depreciation and amortization	16	18	49	58
Segment income (loss) before income taxes	6	(208)	(188)	(631)
PG [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	931	813	2,698	2,525
Intersegment revenues
Segment gross profit	666	511	1,847	1,529
Depreciation and amortization	11	13	35	45
Segment income (loss) before income taxes	86	(108)	47	(382)
CP [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	406	272	1,078	701
Intersegment revenues
Segment gross profit	165	118	465	308
Depreciation and amortization	5	5	14	13
Segment income (loss) before income taxes	$ (80)	$ (100)	$ (235)	$ (249)

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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting [Abstract]
Total net loss before income taxes for reportable segments	$ 6	$ (208)	$ (188)	$ (631)
Unallocated cost of corporate headquarters	(233)	(376)	(1,030)	(883)
Consolidated loss before income taxes	$ (227)	$ (584)	$ (1,218)	$ (1,514)

Revenue (Details Narrative)

Revenue (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 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	$ 200	$ 91
Capitalized Sales Commissions [Member]
Other current assets	117
Other assets	$ 41

Revenue - Schedule of Disaggreg

Revenue - Schedule of Disaggregates of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 1,337	$ 1,085	$ 3,776	$ 3,226
PG [Member]
Revenue	931	813	2,698	2,525
CP [Member]
Revenue	406	272	1,078	701
HW [Member]
Revenue	646	537	1,786	1,591
HW [Member] | PG [Member]
Revenue	292	293	860	960
HW [Member] | CP [Member]
Revenue	354	244	926	631
Monitoring [Member]
Revenue	691	548	1,990	1,635
Monitoring [Member] | PG [Member]
Revenue	639	520	1,838	1,565
Monitoring [Member] | CP [Member]
Revenue	$ 52	$ 28	$ 152	$ 70

Revenue - Schedule of Deferred

Revenue - Schedule of Deferred Revenue Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Deferred revenue beginning balance	$ 3,564
Additions during the period	4,099
Recognized as revenue	(3,776)
Deferred revenue ending balance	3,887
September 30 2019 [Member]
Recognized as revenue	2,795
September 30 2020 [Member]
Recognized as revenue	774
September 30 2021 and Thereafter [Member]
Recognized as revenue	318
HW [Member]
Deferred revenue beginning balance	2,227
Additions during the period	1,886
Recognized as revenue	(1,786)
Deferred revenue ending balance	2,327
HW [Member] | September 30 2019 [Member]
Recognized as revenue	1,433
HW [Member] | September 30 2020 [Member]
Recognized as revenue	581
HW [Member] | September 30 2021 and Thereafter [Member]
Recognized as revenue	313
Monitoring [Member]
Deferred revenue beginning balance	1,337
Additions during the period	2,213
Recognized as revenue	(1,990)
Deferred revenue ending balance	1,560
Monitoring [Member] | September 30 2019 [Member]
Recognized as revenue	1,362
Monitoring [Member] | September 30 2020 [Member]
Recognized as revenue	193
Monitoring [Member] | September 30 2021 and Thereafter [Member]
Recognized as revenue	$ 5

Revenue - Schedule of Deferre_2

Revenue - Schedule of Deferred Charges Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Deferred charges beginning balance	$ 1,374
Additions during the period	1,072
Recognized as cost of sales	(1,055)
Deferred charges ending balance	1,391
September 30 2019 [Member]
Recognized as cost of sales	861
September 30 2020 [Member]
Recognized as cost of sales	341	[1]
September 30 2021 and Thereafter [Member]
Recognized as cost of sales	$ 189	[1]
[1]	Amounts included in Other Assets in the Company's Unaudited Condensed Consolidated Balance Sheets at September 30, 2018.

Revenue - Schedule of Sales Com

Revenue - Schedule of Sales Commissions Contract Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Sales commissions contract assets beginning balance	$ 152
Additions during the period	82
Amortization of sales commissions	(76)
Sales commissions contract assets ending balance	158
HW [Member]
Sales commissions contract assets beginning balance	125
Additions during the period	67
Amortization of sales commissions	(69)
Sales commissions contract assets ending balance	123
Monitoring [Member]
Sales commissions contract assets beginning balance	27
Additions during the period	15
Amortization of sales commissions	(7)
Sales commissions contract assets ending balance	$ 35