Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | ACORN ENERGY, INC. | ||
Entity Central Index Key | 880,984 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 6,100 | ||
Entity Common Stock, Shares Outstanding | 29,518,830 | ||
Trading Symbol | ACFN | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 481 | $ 222 |
Escrow deposit | 579 | |
Accounts receivable, net | 1,103 | 1,005 |
Inventory, net | 229 | 202 |
Other current assets | 1,090 | 932 |
Investment in DSIT | 5,800 | 5,658 |
Current assets – discontinued operations | 119 | |
Total current assets | 8,703 | 8,717 |
Property and equipment, net | 139 | 214 |
Other assets | 380 | 309 |
Total assets | 9,222 | 9,240 |
Current liabilities: | ||
Short-term bank credit | 313 | 376 |
Accounts payable | 489 | 708 |
Accrued payroll, payroll taxes and social benefits | 327 | |
Deferred revenue | 2,753 | 2,149 |
Due to Acorn directors | 1,690 | |
Due to DSIT | 1,624 | |
Other current liabilities | 651 | 629 |
Current liabilities – discontinued operations | 997 | |
Total current liabilities | 7,520 | 5,186 |
Long-term liabilities: | ||
Deferred revenue | 811 | 629 |
Other long-term liabilities | 139 | 202 |
Due to Acorn director | 165 | |
Due to DSIT | 1,171 | |
Total long-term liabilities | 950 | 2,167 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Acorn Energy, Inc. shareholders Common stock - $0.01 par value per share: Authorized – 42,000,000 shares; Issued – 30,302,271 and 30,124,494 shares at December 31, 2017 and 2016, respectively | 303 | 301 |
Additional paid-in capital | 99,819 | 99,767 |
Warrants | 1,600 | 1,600 |
Accumulated deficit | (98,215) | (97,046) |
Treasury stock, at cost – 801,920 shares at December 31, 2017 and 2016 | (3,036) | (3,036) |
Accumulated other comprehensive loss | (254) | |
Total Acorn Energy, Inc. shareholders’ equity | 471 | 1,332 |
Non-controlling interests | 281 | 555 |
Total equity | 752 | 1,887 |
Total liabilities and equity | $ 9,222 | $ 9,240 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 30,302,271 | 30,124,494 |
Treasury stock, shares | 801,920 | 801,920 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 4,350 | $ 8,659 |
Cost of sales | 1,903 | 5,134 |
Gross profit | 2,447 | 3,525 |
Operating expenses: | ||
Research and development expenses, net | 518 | 927 |
Selling, general and administrative expenses | 3,840 | 5,651 |
Total operating expenses | 4,358 | 6,578 |
Operating loss | (1,911) | (3,053) |
Finance expense, net | (231) | (572) |
Gain on sale of interest in DSIT, net of transaction costs | 3,543 | |
Loss before income taxes | (2,142) | (82) |
Income tax expense | (41) | (19) |
Net loss after income taxes | (2,183) | (101) |
Share of income in DSIT | 450 | 268 |
Impairment of investment in DSIT | (308) | |
Income (loss) before discontinued operations | (2,041) | 167 |
Income (loss) from discontinued operations, net of income taxes | 698 | (286) |
Net loss | (1,343) | (119) |
Non-controlling interest share of loss – continuing operations | 174 | 264 |
Net income (loss) attributable to Acorn Energy, Inc. shareholders. | $ (1,169) | $ 145 |
Basic and diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders: | ||
From continuing operations | $ (0.06) | $ 0.02 |
From discontinued operations | 0.02 | (0.01) |
Net income (loss) per share attributable to Acorn Energy, Inc. shareholders | $ (0.04) | $ 0.01 |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic | 29,423,000 | 28,488,000 |
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders –diluted | 29,423,000 | 28,531,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) attributable to Acorn Energy, Inc. shareholders | $ (1,169) | $ 145 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 6 | |
Comprehensive income (loss) | (1,169) | 151 |
Other comprehensive income attributable to non-controlling interests | 2 | |
Comprehensive income (loss) attributable to Acorn Energy, Inc. shareholders | $ (1,169) | $ 153 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Acorn Energy, Inc. Shareholders' Equity [Member] | Non-Controlling Interests [Member] | Total |
Balances at Dec. 31, 2015 | $ 281 | $ 98,977 | $ 1,597 | $ (97,191) | $ (3,036) | $ (262) | $ 366 | $ 1,292 | $ 1,658 |
Balances, shares at Dec. 31, 2015 | 28,128,000 | ||||||||
Net income (loss) | 145 | 145 | (264) | (119) | |||||
Differences from translation of subsidiaries' financial statements | 8 | 8 | (2) | 6 | |||||
Conversion of loan to Common Stock (see Note 18(b)) | $ 5 | 110 | 115 | 115 | |||||
Conversion of loan to Common Stock (see Note 18(b)), shares | 466,000 | ||||||||
Shares issued in connection with loan from Leap Tide (see Note 5) | $ 15 | 352 | 367 | 367 | |||||
Shares issued in connection with loan from Leap Tide (see Note 5), shares | 1,531,000 | ||||||||
Deconsolidation of DSIT (see Note 3) | 242 | 242 | (371) | (129) | |||||
Accrued dividend in OmniMetrix preferred shares | (100) | (100) | |||||||
Warrants issued | (3) | 3 | |||||||
Stock option compensation | 89 | 89 | 89 | ||||||
Balances at Dec. 31, 2016 | $ 301 | 99,767 | 1,600 | (97,046) | (3,036) | (254) | 1,332 | 555 | 1,887 |
Balances, shares at Dec. 31, 2016 | 30,125,000 | ||||||||
Net income (loss) | (1,169) | (1,169) | (174) | (1,343) | |||||
Differences from translation of subsidiaries' financial statements | |||||||||
Accrued dividend in OmniMetrix preferred shares | (100) | (100) | |||||||
Stock option compensation | 22 | 22 | 22 | ||||||
Deconsolidation of GridSense (see Note 4) | 254 | 254 | 254 | ||||||
Shares issued in lieu of director fees (see Note 18(a)) | $ 2 | 30 | 32 | 32 | |||||
Shares issued in lieu of director fees, shares (see Note 18(a)) | 177,000 | ||||||||
Balances at Dec. 31, 2017 | $ 303 | $ 99,819 | $ 1,600 | $ (98,215) | $ (3,036) | $ 471 | $ 281 | $ 752 | |
Balances, shares at Dec. 31, 2017 | 30,302,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (1,343) | $ (119) |
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A) | (289) | (3,444) |
Net cash used in operating activities – continuing operations | (1,632) | (3,563) |
Net cash used in operating activities – discontinued operations | (44) | (956) |
Net cash used in operating activities | (1,676) | (4,519) |
Cash flows provided by (used in) investing activities: | ||
Acquisitions of property and equipment | (33) | |
Restricted deposits | (75) | |
Release of restricted deposits | 868 | |
Proceeds from the sale of interests in DSIT, net of transaction costs and cash divested | 3,947 | |
Escrow deposits | (579) | |
Release of escrow deposits | 579 | 100 |
Amounts funded for severance assets | (69) | |
Net cash provided by investing activities – continuing operations | 579 | 4,159 |
Net cash provided by investing activities – discontinued operations | 100 | 900 |
Net cash provided by investing activities | 679 | 5,059 |
Cash flows provided by (used in) financing activities: | ||
Short-term bank credit, net | (63) | 1,156 |
Repayment of Leap Tide loan | (2,000) | |
Proceeds from director loans | 1,300 | 425 |
Repayment of director loans | (275) | |
Proceeds from the exercise of DSIT options | 391 | |
Repayments of long-term debt | (43) | |
Net cash provided by (used in) financing activities – continuing operations | 1,237 | (346) |
Net cash used in financing activities – discontinued operations | (138) | |
Net cash provided by (used in) financing activities | 1,237 | (484) |
Effect of exchange rate changes on cash and cash equivalents – continuing operations | (5) | |
Effect of exchange rate changes on cash and cash equivalents – discontinued operations | 18 | |
Net increase in cash and cash equivalents | 240 | 69 |
Cash and cash equivalents at beginning of year – discontinued operations | 19 | 48 |
Cash and cash equivalents at beginning of year – continuing operations | 222 | 124 |
Cash and cash equivalents at end of year – discontinued operations | 19 | |
Cash and cash equivalents at end of year – continuing operations | 481 | 222 |
Cash paid during the year for: | ||
Interest | 72 | 323 |
Income taxes | 42 | 270 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Income (loss) from discontinued operations | (698) | 286 |
Depreciation and amortization | 75 | 146 |
Accretion of Leap Tide discount | 100 | |
Common stock issued for Leap Tide interest accrued | 281 | |
Conversion to common stock of interest due to director | 15 | |
Gain on sale of interests in DSIT, net of income taxes and transaction costs | (3,543) | |
Share of income in DSIT | (450) | (268) |
Impairment of investment in DSIT | 308 | |
Change in deferred taxes | 18 | |
Inventory write-down | 9 | |
Increase in liability for accrued severance | 67 | |
Stock-based compensation | 22 | 89 |
Other | 35 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (98) | (218) |
Increase in unbilled revenue | (949) | |
Increase in inventory | (27) | (2) |
Increase in other current assets and other assets | (229) | (170) |
Increase (decrease) in deferred revenue | 786 | (863) |
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current and non-current liabilities and balances due to Acorn directors and DSIT | 22 | 1,087 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, total | (289) | (3,444) |
Non-cash investing and financing activities: | ||
Adjustment of paid-in-capital and non-controlling interest from the deconsolidation of DSIT | 242 | |
Conversion of director loan and interest to common stock | 115 | |
Investment in DSIT from deconsolidation | 5,390 | |
Accrued preferred dividends to outside investor in OmniMetrix subsequently converted to long-term loan | $ 100 | $ 100 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1—NATURE OF OPERATIONS (a) Description of Business Acorn Energy, Inc. (“Acorn” or “the Company”) is a Delaware corporation which is holding company focused on technology-driven solutions for energy infrastructure asset management. Following the sale of its remaining interests in DSIT Solutions Ltd. (“DSIT”) in February 2018 (the 2018 DSIT Transaction) (see below and Note 21 – Subsequent Events), the Company provides the following services and products through its OmniMetrix TM ● Power Generation (“PG”) monitoring. ● Cathodic Protection (“CP”) monitoring. On April 21, 2016, the Company closed on a transaction for the sale of a portion of its interests in DSIT Solutions, Ltd. (the “2016 DSIT Transaction” - see Note 3). As a result of the transaction, the Company’s holdings in DSIT were reduced from 78.7% (on a fully diluted basis) to 41.2% and, subsequent to the 2016 DSIT Transaction, the Company had limited representation on the DSIT Board of directors. Accordingly, following the sale, the Company no longer consolidates the assets, liabilities or results of DSIT. Operating results for DSIT through April 21, 2016 are consolidated in continuing operations while the Company’s share of DSIT’s results for the period from April 22, 2016 to December 31, 2016 are included in the Company’s Consolidated Statements of Operations in the line “Share of income in DSIT” under the equity method of accounting. On January 18, 2018, the Company entered into a Share Purchase Agreement for the sale of its remaining interest in DSIT to an Israeli investor group. Following the closing of the transaction on February 14, 2018, the Company will no longer report DSIT’s results on the equity method. See Note 21 – Subsequent Events. The Company’s operations are based in the United States and in Israel through its investment in DSIT until the closing of the 2018 DSIT Transaction. Acorn’s shares are traded on the OTCQB marketplace under the symbol ACFN. See Note 19 for segment information and major customers. (b) Liquidity As of December 31, 2017, the Company had approximately $450 of corporate cash and cash equivalents. In February 2018, the Company sold its remaining interest in DSIT for $5,800 (see Note 20 – Subsequent Events) and received cash proceeds of approximately $4,200 (net of $1,600 of the balance due to DSIT which was assigned to the purchasers) which was used to pay transaction costs, withholding taxes, repay director loans and accrued interest and other liabilities. As of March 16, 2018, the Company had corporate cash of approximately $2,367. Such cash plus the cash generated from operations and borrowing from the OmniMetrix Loan and Security Agreement, will provide sufficient liquidity to finance the operating activities of Acorn and OmniMetrix at their current level of operations for the foreseeable future and for the twelve months from the issuance of these financial statements in particular. (c) Accounting Principles The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). (d) Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to uncertainties with respect to income taxes, inventories, account receivable allowances, contingencies and analyses of the possible impairments. (e) Amounts in the footnotes in the Financial Statements All dollar amounts in the footnotes of the consolidated financial statements are in thousands except for per share data. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are over 50% controlled, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation; profits from intercompany sales, are also eliminated; non-controlling interests are included in equity. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. The Company applies the equity method of accounting to its investment in DSIT following the 2016 DSIT Transaction (see Note 3). See Note 21 – Subsequent Events with respect to the 2018 DSIT Transaction. Discontinued Operations In April 2016, the Company announced that it decided to cease operations of its GridSense subsidiary and initiate the liquidation of the GridSense assets. Following the decision to cease GridSense operations, the Company wrote down all GridSense assets to their estimated realizable values at the time and accrued for estimated severance costs and lease commitments. As a result of this decision, GridSense is reported as a discontinued operation in its consolidated financial statements for all periods presented (see Note 4). Functional Currency and Foreign Currency Transactions The currency of the primary economic environment in which the operations of Acorn and its U.S. subsidiaries are conducted is the United States dollar (“dollar”). Accordingly, the Company and all of its U.S. subsidiaries use the dollar as their functional currency. The financial statements of DSIT whose functional currency is the New Israeli Shekel (“NIS”) have been translated in accordance with applicable accounting principles. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as Accumulated Other Comprehensive Income. Gains and losses on foreign currency transactions and exchange gains and losses denominated in non-functional currencies are reflected in finance income (expense), net, in the Consolidated Statements of Operations when they arise. Cash Equivalents The Company considers all highly liquid investments, which include money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. Accounts Receivable Accounts receivable consists of trade receivables. Trade receivables are recorded at the invoiced amount. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. If the financial condition of the Company’s funding parties or customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company performs ongoing credit evaluations of its customers and does not require collateral. During the years ended December 31, 2017 and 2016, $0 and $28 was charged to expense, respectively. At December 31, 2017 and 2016, the balance in allowance for doubtful accounts was $11 and $11, respectively. Inventory Inventories are comprised of components (raw materials), work-in-process and finished goods, which are measured at net realizable value. OmniMetrix - Raw materials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consists of fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and applicable shipping costs. All inventories are periodically reviewed for impairment related to slow-moving and obsolete inventory. Non-Controlling Interests The Financial Accounting Standards Board (“FASB”) requires that non-controlling interests be reported as a component of equity, changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and upon a loss of control, retained ownership interest be re-measured at fair value, with any gain or loss recognized in earnings. The Company attributes income and losses to the non-controlling interests associated with OmniMetrix and DSIT (up to the 2016 DSIT Transaction – see Note 3). Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is charged to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. Revenue Recognition The Company’s revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Company’s sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. If revenue recognition criteria are not satisfied, amounts received from customers are classified as deferred revenue on the balance sheet until such time as the revenue recognition criteria are met. Sales of OmniMetrix monitoring systems have multiple elements which include the sale of equipment and of monitoring services. Sales of OmniMetrix equipment do not qualify as a separate unit of accounting. As a result, revenues (and related costs) associated with sale of equipment are recorded to deferred revenue (and deferred charges) upon shipment for PG and CP units. Revenue and related costs with respect to the sale of equipment are recognized over the estimated life of the units which is estimated to be 24 months. Revenues from the prepayment of monitoring fees (generally paid 12 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. Warranty Provision OmniMetrix generally grants their customers a one-year warranty on their products. Estimated warranty obligations are provided for as a cost of sales in the period in which the related revenues are recognized, based on management’s estimate of future potential warranty obligations and limited historical experience. Adjustments are made to accruals as warranty claim data and historical experience warrant. The Company’s warranty obligations may be materially affected by product or service failure rates and other costs incurred in correcting a product or service failure. Should actual product or service failure rates or other related costs differ from the Company’s estimates, revisions to the accrued warranty liability would be required. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, escrow deposits and trade accounts receivable. The Company’s cash and cash equivalents were deposited primarily with U.S. banks and brokerage firms and amounted to $481 at December 31, 2017. The Company does not believe there is significant risk of non-performance by these counterparties. See Note 19(d) with respect to revenue from significant customers and concentrations of trade accounts receivables. Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. Research and Development Expenses Research and development expenses consist primarily of labor and related expenses and are charged to operations as incurred. Advertising Expenses Advertising expenses are charged to operations as incurred. Advertising expense was $17 and $9 for each of the years ended December 31, 2017 and 2016, respectively. Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 15(d) for the assumptions used to calculate the fair value of stock-based employee compensation. Upon the exercise of options, it is the Company’s policy to issue new shares rather than utilizing treasury shares. Deferred Income Taxes Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as non-current in accordance with ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. See Note 17(e) for the impact of the Tax Cuts and Jobs Act of 2017. Income Tax Uncertainties The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net loss per share if doing so would be antidilutive. The weighted average number of options and warrants that were excluded from the computation of diluted net loss per share, as they had an antidilutive effect, was approximately 4,172,000 and 4,904,000 for the years ending December 31, 2017 and 2016, respectively. The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2017 2016 Net income (loss) available to common stockholders $ (1,169 ) $ 145 Weighted average shares outstanding: -Basic 29,423 28,488 Add: Warrants — 24 Add: Stock options — 19 -Diluted 29,423 28,531 Basic and diluted net income (loss) per share $ (0.04 ) $ 0.01 Fair Value Measurement The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. See Notes 15, 20 and 21. Recently Issued Accounting Principles Other than the announcement noted below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2017, that are of material significance, or have potential material significance, to the Company. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with adjustment of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The FASB issued several subsequent standards in 2016 and 2017 containing implementation guidance related to the new standard. These standards provide additional guidance related to principal versus agent considerations, licensing, and identifying performance obligations. Additionally, these standards provide narrow-scope improvements and practical expedients as well as technical corrections and improvements. Overall, the new guidance is to be effective for the fiscal year beginning after December 15, 2017. Companies are able to early adopt the pronouncement, however not before fiscal years beginning after December 15, 2016. The Company will adopt this standard using the modified retrospective method. The adoption of the new revenue standard is not expected to have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances.” The Company is currently assessing the impact of ASU 2016-01 on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. 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 March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718),” to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and forfeitures, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 on January 1, 2017, and the adoption of the standard did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business. This new guidance clarifies the definition of a business in a business combination. The guidance is effective beginning the first quarter of fiscal year 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. |
Dsit Solutions, Ltd. ('DSIT')
Dsit Solutions, Ltd. ('DSIT') | 12 Months Ended |
Dec. 31, 2017 | |
Dsit Solutions Ltd. Dsit | |
DSIT Solutions, Ltd. ('DSIT') | NOTE 3—DSIT SOLUTIONS, LTD. (“DSIT”) On April 21, 2016 (the “Closing Date”), the Company closed on the 2016 DSIT Transaction initially entered into on January 28, 2016 for the sale of a portion of its interests DSIT Solutions, Ltd. business to Rafael Advanced Defense Systems Ltd., a major Israeli defense company. At closing, Acorn received gross proceeds of $4,913 before escrow, fees and taxes. From the gross proceeds, the Company deposited approximately $579 to satisfy the escrow requirements in the sale. The Company also paid an Israeli withholding tax of approximately $266 and incurred transaction costs of $184. In connection with the 2016 DSIT Transaction, the Company recorded a gain of $3,543 (of which $2,574 is the portion related to the step-up in value of the Company’s retained non-controlling investment). The Company is also eligible to receive its 82.4% pro-rata share of a $1,000 earn-out over a three-year period if certain operating results targets are met. The earn-out is not included in the determination of the gain in the 2016 DSIT Transaction as management does not believe it is probable that certain thresholds will be met. DSIT did not meet the operating result targets for the 2016 or 2017 earn-out. Prior to the Closing Date, all options in the DSIT Key Employee Stock Option Plan were exercised and DSIT received proceeds of $391, and the Company’s holdings in DSIT were reduced from 88.3% to 78.7%. As a result of the 2016 DSIT Transaction, the Company’s holdings in DSIT were reduced from 78.7% to 41.2%, and subsequent to the 2016 DSIT Transaction, the Company has limited representation on the DSIT Board of directors. Accordingly, after the Closing Date, the Company no longer consolidates the results of DSIT. The escrow deposit in the 2016 DSIT Transaction was released to the Company in October 2017 less $42 of Israeli withholding taxes. Assets and liabilities related to the deconsolidated operations of DSIT are as follows: December 31, 2017 December 31, 2016 At the Closing Date (unaudited) (unaudited) (unaudited) Current assets: Cash and cash equivalents $ 112 $ 1,047 516 Restricted deposits 353 2,648 2,517 Accounts receivable 7,601 2,825 5,166 Unbilled revenue 3,433 4,918 4,779 Inventory 755 481 297 Due from Acorn 1,624 — — Other current assets 1,051 795 935 Total current assets 14,929 12,714 14,210 Property and equipment, net 563 569 620 Severance assets 4,168 3,915 3,762 Restricted deposits 2 646 1,815 Due from Acorn — 1,171 916 Goodwill — — 536 Other assets 348 339 80 Total assets $ 20,010 $ 19,354 21,939 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 339 $ 1,239 2,655 Accounts payable 730 1,461 2,072 Accrued payroll, payroll taxes and social benefits 1,627 1,142 1,286 Deferred revenue 682 431 2,219 Other current liabilities 3,088 2,736 1,615 Total current liabilities 6,466 7,009 9,847 Accrued severance 5,383 5,374 5,209 Other long-term liabilities 106 9 38 Total liabilities $ 11,955 $ 12,392 15,094 The Due from Acorn balance at December 31, 2017 is comprised of a loan of $340 from DSIT and unreimbursed expenses of $999, both of which accrue interest at 3.15% per annum. Such balances are due the earlier of April 30, 2018 or the sale of Acorn’s remaining shares in DSIT. In addition to the above balances, the Due from Acorn balance also includes $285 with respect to provisions for severance and vacation for the Company’s CFO who is an employee of DSIT. The loan from DSIT to Acorn is secured by the Company’s shares of DSIT. See Note 21 – Subsequent Events for the sale of the Company’s remaining investment in DSIT in February 2018. DSIT’s results that were included in the Company’s Consolidated Statements of Operations for the period from January 1, 2016 until the closing of the 2016 DSIT Transaction can be seen below: January 1, 2016 – April 21, 2016 (unaudited) Revenue $ 5,074 Cost of sales 3,443 Gross profit 1,631 Research and development expenses, net 469 Selling, general and administrative expenses 1,063 Operating income 99 Finance expense, net (39 ) Income before income taxes 60 Income tax expense (19 ) Net income 41 Net income attributable to non-controlling interests (9 ) Net loss attributable to Acorn Energy Inc. $ 32 DSIT’s results and the Company’s share of its net income for the year ended December 31, 2017 and the period from the Closing Date to December 31, 2016 and can be seen below: Year Ended December 31, 2017 Closing Date to December 31, 2016 (unaudited) (unaudited) Revenue $ 17,245 $ 11,777 Cost of sales 10,644 7,795 Gross profit 6,601 3,982 Research and development expenses, net 1,211 642 Selling, general and administrative expenses 3,979 2,721 Operating income 1,411 619 Finance expense, net (62 ) (134 ) Income before income taxes 1,349 485 Income tax (expense) benefit (256 ) 169 Net income $ 1,093 $ 654 Acorn’s share of net income in DSIT $ 450 $ 268 As indicated above, after the Closing Date, the Company no longer consolidates the results of DSIT. After the Closing Date, the Company accounts for its investment in DSIT under the equity method. The initial balance of the Company’s investment in DSIT ($5,390) was determined based on the fair value of its 41.2% holdings in DSIT following the 2016 DSIT Transaction and the $13,100 value attributed to DSIT in the 2016 DSIT Transaction. In the 2018 DSIT Transaction (see Note 21 – Subsequent Events), the Company received proceeds of $5,800 before transaction costs and withholding taxes which was less than the book value of the Company’s equity investment balance in DSIT at December 31, 2017. Accordingly, the Company recorded an impairment charge of $308 on its DSIT investment to bring its investment balance in DSIT in line with the gross proceeds from the sale transaction. Equity Investment balance in DSIT Balance at the Closing Date $ 5,390 Acorn’s share of net income in DSIT for the period from the Closing Date to December 31, 2016 268 Balance at December 31, 2016 5,658 Acorn’s share of net income in DSIT for the year ended December 31, 2017 450 Impairment (308 ) Balance at December 31, 2017 $ 5,800 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 4— Discontinued Operations On April 21, 2016, the Company announced that it decided to cease operations of its GridSense subsidiary and initiate the liquidation of the GridSense assets. As a result of this decision, GridSense is being reported as a discontinued operation. Following the decision to cease GridSense operations, the Company wrote down all GridSense assets to their estimated realizable values at the time and accrued for estimated severance costs of $140 and lease commitments of $100 in GridSense’s first 2016 quarter results. On July 12, 2016, the Company and its GridSense subsidiary completed the sale of the GridSense assets to Franklin Fueling Systems, Inc., a wholly-owned subsidiary of Franklin Electric Co., Inc. for a gross sales price of $1,000 of which $100 was set aside as an indemnity escrow. In the second quarter of 2017, $50 of the escrow was released to GridSense. These funds were used to settle claims by both Acorn and OmniMetrix following the cessation of settlements with outside creditors (see below). The remaining $50 escrow balance was released in July 2017. With the proceeds from the July 2016 sale, GridSense paid off approximately $240 of previously accrued severance and other payroll costs. GridSense recorded a gain of $944 (net of transaction costs) on this transaction as the value of the GridSense assets sold had previously been written down to nearly zero. Such gain was included in discontinued operations in the third quarter of 2016. Also, following the sale, GridSense engaged a third-party liquidation officer to satisfy, to the extent of the funds available from the remaining proceeds, the claims of GridSense creditors, including Acorn which is GridSense’s largest creditor. Through December 31, 2016, the third-party liquidator settled approximately $459 of outside creditor claims while disbursing approximately $47 to those creditors. At December 31, 2016, GridSense had approximately $19 of cash available (excluding escrow amounts) for satisfaction of remaining creditor claims of approximately $314. During the nine months ended September 30, 2017, the liquidator settled $70 of claims while disbursing $7 to outside creditors. These settlements occurred in the first quarter of 2017 with no settlements with outside creditors being made subsequent to the first quarter of 2017. On September 25, 2017 (the “Liquidation Date”), the Board of Directors of GridSense Inc. decided to dissolve and wind up the affairs of GridSense Inc. and adopted a Plan of Liquidation and Dissolution (the “Plan”). In accordance with the Plan, which was adopted on the same date, GridSense Inc. filed and executed Articles of Dissolution of the Corporation with the State of Colorado and established a liquidating trust to which all assets and liabilities of GridSense Inc. were transferred to in order to implement the winding up of the business. In addition, GridSense Pty Ltd. (“GPL”), the parent company of GridSense’s former operating company in Australia, has been deregistered by the Australian Securities& Investments Commission (“ASIC”). As a result of the deregistration, which is akin to a Chapter 7 bankruptcy in the US, (i) GPL has ceased to exist as a legal entity and its property is deemed vested in ASIC, (ii) the former officers and directors of GPL no longer have the right to deal with property registered in GPL’s name and (iii) legal proceedings against GPL cannot be commenced or continued. Accordingly, following the two aforementioned events, GridSense (GridSense Inc. and GPL) has been deconsolidated from the books of the Company. The Company recorded a gain on the deconsolidation of GridSense comprised of the elimination of the net liabilities of GridSense of $914 (see below) and the Accumulated Other Comprehensive Loss of $254 associated with GridSense. Assets and liabilities related to the discontinued operations of GridSense are as follows: As of The Liquidation Date* December 31, 2016 Cash $ 10 $ 19 Other current assets and non-current assets — 100 Total assets $ 10 $ 119 Accounts payable $ 430 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 924 $ 997 Net liabilities $ 914 $ 878 * Just prior to the deconsolidation GridSense’s operating results for the year ended December 31, 2016 and the period from January 1, 2017 to the Liquidation Date are included in “Income (loss) from discontinued operations, net of income taxes” in the Company’s Consolidated Statements of Operations. Selected financial information for GridSense’s operations for those periods are presented below: Year ended December 31, 2017 2016 Revenue $ — $ 212 Gross profit $ — $ 28 Net income (loss) $ 38 $ (286 ) Gain on deconsolidation 660 — Income (loss) from discontinued operations, net of income taxes $ 698 $ (286 ) |
Leap Tide Financing Transaction
Leap Tide Financing Transaction | 12 Months Ended |
Dec. 31, 2017 | |
Leap Tide Financing Transaction | |
Leap Tide Financing Transaction | NOTE 5—LEAP TIDE FINANCING TRANSACTION On August 13, 2015, the Company executed a Loan and Security Agreement with Leap Tide Capital Partners III, LLC (“Leap Tide”), pursuant to which the Company borrowed $2,000 from Leap Tide (the “LT Loan”). Principal and accrued interest was due and payable on August 13, 2016. Interest accrued and was payable quarterly at a rate of 10% per annum. On April 29, 2016, following the receipt of the net proceeds from the 2016 DSIT Transaction (see Note 3), the Company repaid in full the $2,000 of principal and all accrued interest in full satisfaction of the cash due to Leap Tide under the LT Loan. In addition to the interest payable in cash described above, Leap Tide received 850,000 shares of the Company’s common stock (the “Initial Shares”) at the closing and was entitled to vested rights to receive 179,167 additional shares of the Company’s common stock (each vested right to receive one share, a “Vested Share Right”) per month for each full month that the full principal amount of the LT Loan was outstanding. The number of Vested Share Rights that accrued in a given month was prorated to the extent less than the full principal amount was outstanding and/or for any partial month in which no principal amount was outstanding. Through April 29, 2016, the date of repayment, Leap Tide earned 1,531,396 Vested Share Rights. Under the terms of the LT Loan, the Company had the right on or prior to 30 days after the repayment of the LT Loan (the “Cash Settlement Period”) to repurchase any or all Initial Shares and settle any or all Vested Share Rights accrued under the LT Loan for cash in lieu of stock. The cash repurchase/settlement price would have been $0.30 for each Initial Share so repurchased and each Vested Share Right so settled. The Company did not repurchase any of the Initial Shares or settle any of the accrued Vested Share Rights for cash and all 1,531,396 Vested Share Rights were converted into 1,531,396 shares of Common Stock of the Company after the expiration of the Cash Settlement Period. During the year ended December 31, 2016, the Company recorded additional interest expense of $281 with respect to the vesting of the Vested Share Rights. The value of the Initial Shares ($162) at closing was treated as a discount to the loan and was being amortized to interest expense over the one-year period of the LT Loan. The $100 of unamortized discount associated with the Initial Shares of at January 1, 2016 was amortized in the year ended December 31, 2016. Concurrent with the LT Loan, Jan H. Loeb, Manager of Leap Tide, joined the Board of Directors of the Company. Effective January 28, 2016, Acorn engaged Jan H. Loeb to be the Company’s President and CEO. Certain members of the management of DSIT (including its CEO and its CFO - who also serves as CFO of the Company) invested in Leap Tide (which is a special entity formed to make the loan) on the same terms as the other investors in Leap Tide. None of these persons had any role in the management of Leap Tide. |
Investment in Omnimetrix
Investment in Omnimetrix | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Investments [Abstract] | |
Investment in Omnimetrix | NOTE 6—INVESTMENT IN OMNIMETRIX On October 16, 2015, one of the Company’s directors acquired a 10% interest in the Company’s OmniMetrix Holdings, Inc. subsidiary (“Holdings”) for $500 through the purchase of preferred stock. Holdings is the holder of 100% of the membership interests OmniMetrix, LLC through which the Company operates its M2M and pipeline monitoring activities. In the transaction, the director acquired 1,000 shares of Series A Preferred Stock (the “OmniMetrix Preferred Stock”) of Holdings. Subsequently, on November 23, 2015, the director acquired an additional 1,000 shares of OmniMetrix Preferred Stock for an additional $500. The $1,000 investment by the director has been recorded as an increase in non-controlling interests. A dividend of 10% per annum accrues on the OmniMetrix Preferred Stock. The dividend is payable on the first anniversary of the funding of the investment and quarterly thereafter for so long as the OmniMetrix Preferred Stock is outstanding and has not been converted to Common Stock. The dividend is payable in cash or the form of additional shares of OmniMetrix Preferred Stock at the election of the holder. Through December 31, 2016, a dividend payable of $115 was recorded with respect to the OmniMetrix Preferred Stock. On December 31, 2016, the director agreed to treat the $115 of accrued dividends as a loan to OmniMetrix which bears interest at 8% per year. Such loan is in addition to the $50 loan given by the director to OmniMetrix in December of 2016. During the year ended December 31, 2017, $100 of dividends accrued on the Preferred Stock and added to the loan balance. All amounts due (principal and interest) are due the later of April 30, 2018 or 90 days following the advance of any new loans (such as the quarterly dividend accrual). During the year ended December 31, 2017, the Company accrued $16 of interest with respect to these director loans. The OmniMetrix Preferred Stock may convert at the option of the holder on a one-for-one basis into Common Stock, subject to appropriate adjustments for corporate reorganizations, mergers, stock splits, etc. The OmniMetrix Preferred Stock has full ratchet anti-dilution protection and will not be diluted by any issuances below a pre-money equity valuation of $5,500 for OmniMetrix. The Company has the right to drag along the holder in the event of a sale by Acorn of at least a majority of its shares in OmniMetrix and the holder of the OmniMetrix Preferred Stock has the right to tag along on any such sale. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | NOTE 7 — 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, 2015, $204 of lease payments associated with the reduced utilization of leased facilities remained unpaid. During the year ended December 31, 2016, OmniMetrix paid $45 of this liability. The remaining accrued restructuring balance at December 31, 2016 of $159 is included in Other current liabilities ($46) and Other long-term liabilities ($113) in the Company’s Consolidated Balance Sheets. During the year ended December 31, 2017, OmniMetrix paid $46 of this liability and accrued an additional $16 which is included in Selling, general and administrative expense in the year ended December 31, 2017. The remaining accrued restructuring balance at December 31, 2017 of $129 is included in Other current liabilities ($64) and Other long-term liabilities ($65) in the Company’s Consolidated Balance Sheets. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 8—INVENTORY As of December 31, 2017 2016 Raw materials $ 182 $ 156 Finished goods 47 46 $ 229 $ 202 During 2017 and 2016 the Company recorded inventory impairment charges of $0 and $9, respectively, in its PG segment. At December 31, 2017 and 2016, the Company’s inventory reserve was $0 and $31, respectively. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 9—OTHER CURRENT ASSETS Other current assets consist of the following: As of December 31, 2017 2016 Prepaid expenses and deposits $ 69 $ 83 Deferred costs 999 829 Other 22 20 $ 1,090 $ 932 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 10—PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: Estimated Useful Life (in years) As of December 31, 2017 2016 Cost: Computer hardware and software 3 - 5 $ 55 $ 78 Equipment 7 145 218 Leasehold improvements Term of lease 339 339 539 635 Accumulated depreciation and amortization Computer hardware and software 55 61 Equipment 96 159 Leasehold improvements 249 201 400 421 Property and equipment, net $ 139 $ 214 Depreciation and amortization in respect of property and equipment amounted to $75 and $146 for 2017 and 2016, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 12—DEBT (a) OmniMetrix In February 2016, OmniMetrix signed a Loan and Security Agreement with a lender providing OmniMetrix with access to accounts receivable formula-based financing of up to $500. In connection with this financing arrangement, OmniMetrix granted the lender a security interest in OmniMetrix’s receivables, inventory and certain other assets. Debt incurred under this financing arrangement bore interest at the greater of prime (3.75% at December 31, 2016) plus 2% or 6% per year. In addition, OmniMetrix was to pay a monthly service charge of 1.125% of the average aggregate principal amount outstanding for the prior month, for a current effective rate of interest on advances of 19.5%. In September 2016, the abovementioned Loan and Security Agreement was amended to reflect a reduced monthly service charge of 1.0% and modified formula determining the amount available from 80% of eligible hardware invoices and 40% of eligible monitoring invoices to 75% of all eligible invoices. In return, OmniMetrix agreed to maintain a minimum loan balance of $150 in its line-of-credit with the lender for a minimum of one year beginning October 1, 2016. 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 (4.50% at December 31, 2017) 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 $313 and $376 as of December 31, 2017 and 2016, respectively, pursuant to the Loan and Security Agreement. OmniMetrix availability under the Loan and Security agreement was $182 at December 31, 2017. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities | |
Other Current Liabilities | NOTE 13—OTHER CURRENT LIABILITIES Other current liabilities consist of the following: As of December 31, 2017 2016 Accrued expenses $ 466 $ 518 Taxes 90 38 Warranty provision 31 27 Restructuring liabilities 64 46 $ 651 $ 629 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14—COMMITMENTS AND CONTINGENCIES (a) Leases of Property and Equipment Office rental and automobile leasing expenses for 2017 and 2016 were $79 and $245, respectively (not including $67 in 2016 related to discontinued operations). Leasing expenses include $179 in 2016 related to DSIT. Following the closing of the 2016 DSIT Transaction (see Note 3), the Company no longer consolidates the assets, liabilities or results of DSIT, but rather reports its investment in DSIT using the equity method. Accordingly, the Company no longer reports DSIT’s leasing expenses. The Company and its OmniMetrix subsidiary lease office space and equipment under operating lease agreements. Those leases will expire on different dates from 2018 to 2019. Future minimum lease payments on non-cancelable operating leases as of December 31, 2017 are as follows: Years ending December 31, 2018 $ 110 2019 109 $ 219 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | NOTE 15—EQUITY (a) General At a special meeting of the stockholders on March 16, 2016, the Company’s stockholders approved an amendment to its restated certificate of incorporation to increase the number of authorized shares of capital stock from 30,000,000 shares to 42,000,000 shares, all of which shall be common stock. At December 31, 2017 the Company had issued and outstanding 29,500,351 shares of its common stock, par value $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company. Holders of common stock do not have subscription, redemption, conversion or other preemptive rights. Holders of the common stock are entitled to elect all of the Directors on the Company’s Board. Holders of the common stock do not have cumulative voting rights, meaning that the holders of more than 50% of the common stock can elect all of the Company’s Directors. Except as otherwise required by Delaware General Corporation Law, all stockholder action is taken by vote of a majority of shares of common stock present at a meeting of stockholders at which a quorum (a majority of the issued and outstanding shares of common stock) is present in person or by proxy or by written consent pursuant to Delaware law (other than the election of Directors, who are elected by a plurality vote). On August 8, 2017, the Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation to authorize a reverse split of the Company’s common stock at any time prior to August 8, 2018, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Company’s Board of Directors. The Company is not authorized to issue preferred stock. Accordingly, no preferred stock is issued or outstanding. (b) Leap Tide Financing Transaction – See Note 5. (c) Shares issued in lieu of director’s fees – See Note 18(a). (c) Conversion of director loan to common stock – See Note 18(b). (d) Summary Employee Option Information The Company’s stock option plans provide for the grant to officers, directors and other key employees of options to purchase shares of common stock. The purchase price may be paid in cash or at the end of the option term, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee, but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within five to ten years from the date of the grant, and generally vest over three year period from the date of the grant. At the annual meeting of stockholders on September 11, 2012, the Company’s stockholders approved an Amendment to the Company’s 2006 Stock Incentive Plan to increase the number of available shares by 1,000,000 and an Amendment to the Company’s 2006 Stock Incentive Plan for Non-Employee Directors to increase the number of available shares by 200,000. At December 31, 2017, 1,590,030 options were available for grant under the 2006 Amended and Restated Stock Incentive Plan and no options were available for grant under the 2006 Director Plan. In 2017 and 2016, 90,000 and 65,000 options were granted to directors and employees, respectively. In 2016 there were no grants to non-employees. In 2017, 1,500 options were granted to a non-employee. The Black-Scholes value of such options were immaterial. No options were exercised in the years ended December 31, 2017 or 2016. The intrinsic value of options outstanding and of options exercisable at December 31, 2017 was $8 and $8, respectively. The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): 2017 2016 Risk-free interest rate 2.2 % 1.5 % Expected term of options, in years 6.6 6.5 Expected annual volatility 83 % 80 % Expected dividend yield — % — % Determined weighted average grant date fair value per option $ 0.18 $ 0.11 The expected term of the options is the length of time until the expected date of exercising the options. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups in order to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The Company expects no dividends to be paid. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in determining the estimated fair value of the Company’s stock options granted in the years ended December 31, 2016 and 2017. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. (e) Summary Option Information A summary of the Company’s option plans as of December 31, 2017 and 2016, as well as changes during each of the years then ended, is presented below: 2017 2016 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 2,050,369 $ 3.62 2,364,918 $ 3.51 Granted at market price 91,500 0.25 65,000 0.15 Exercised — — — — Forfeited or expired (740,380 ) 3.54 (379,549 ) 2.29 Outstanding at end of year 1,401,489 3.45 2,050,369 3.62 Exercisable at end of year 1,393,155 $ 3.47 2,004,534 $ 3.69 Summary information regarding the options outstanding and exercisable at December 31, 2017 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $0.14 – $0.77 372,523 4.4 $ 0.50 364,189 $ 0.51 $0.97 – $2.49 422,785 3.6 $ 1.55 422,785 $ 1.55 $3.51 – $5.91 215,466 1.9 $ 4.66 215,466 $ 4.66 $6.31 – $7.57 227,356 1.9 $ 6.79 227,356 $ 6.79 $7.60 - $11.42 163,359 1.9 $ 8.82 163,359 $ 8.82 1,401,489 1,393,155 Stock-based compensation expense included in Selling, general and administrative expense in the Company’s Consolidated Statements of Operations was $22 and $89 in the years ending December 31, 2017 and 2016, respectively. As of December 31, 2017, the total compensation cost related to non-vested awards not yet recognized was immaterial. (f) Warrants The Company has 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: 2017 2016 Number of shares underlying warrants Weighted Average Exercise Price Number of shares underlying warrants Weighted Average Exercise Price Outstanding at beginning of year 2,654,423 $ 1.46 2,619,423 $ 1.48 Granted — — 35,000 0.13 Exercised — — — — Forfeited or expired — — — — Outstanding and exercisable at end of year 2,654,423 $ 1.46 2,654,423 $ 1.46 The warrants outstanding at December 31, 2017 have a weighted average remaining contractual life of 2.2 years. The fair value of the warrants granted in 2016 ($0.08 per warrant) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 1.79 % Expected term of warrants 7.0 years Expected annual volatility 78 % Expected dividend yield — % |
Finance Expense, Net
Finance Expense, Net | 12 Months Ended |
Dec. 31, 2017 | |
FINANCE EXPENSE, NET [Abstract] | |
Finance Expense, Net | NOTE 16—FINANCE EXPENSE, NET Finance income (expense), net consists of the following: Year ended December 31, 2017 2016 Interest income $ 1 $ 1 Interest expense* (232 ) (604 ) Exchange gain, net — 31 $ (231 ) $ (572 ) * Interest expense includes $446 associated with the LT Loan in 2016 (see Note 5) and $123 and $56 with respect to Loans from Directors in the years ended December 31, 2017 and 2016, respectively (see Notes 6 and 18). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 17—INCOME TAXES (a) Composition of income (loss) from continuing operations before income taxes is as follows: Year ended December 31, 2017 2016 Domestic $ (2,142 ) $ (142 ) Foreign — 60 $ (2,142 ) $ (82 ) Income tax expense consists of the following: Year ended December 31, 2017 2016 Current: Federal $ — $ — State and local — — Foreign 41 — 41 — Deferred: Federal — — State and local — — Foreign — 19 — 19 Total income tax expense $ 41 $ 19 (b) Effective Income Tax Rates Set forth below is a reconciliation between the federal tax rate and the Company’s effective income tax rates with respect to continuing operations: Year ended December 31, 2017 2016 Statutory Federal rates 34 % 34 % Increase (decrease) in income tax rate resulting from: Tax on foreign activities 2 (2 ) Other, net (primarily permanent differences) (1 ) (200 ) Valuation allowance (37 ) 145 Effective income tax rates (2 )% (23 )% (c) Analysis of Deferred Tax Assets and (Liabilities) As of December 31, 2017 2016 Deferred tax assets (liabilities) consist of the following: Employee benefits and deferred compensation $ 1,089 $ 1,745 Investments and asset impairments 1,772 2,619 Other temporary differences (686 ) (807 ) Net operating loss and capital loss carryforwards 15,643 21,977 17,818 25,534 Valuation allowance (17,818 ) (25,534 ) Net deferred tax assets $ -- $ -- Valuation allowances relate principally to net operating loss carryforwards related to the Company's consolidated tax losses as well as state tax losses related the Company's OmniMetrix subsidiary and book-tax differences related asset impairments and stock compensation expense of the Company. During the year ended December 31, 2017, the valuation allowance decreased by $7,716. The decrease was primarily the result of the decrease in corporate Federal Income Tax rates from 34% to 21% (see Note 17(e) below). (d) Summary of Tax Loss Carryforwards As of December 31, 2017, the Company had various net operating loss carryforwards expiring as follows: Expiration Federal Capital Loss State 2022 $ — $ 8,717 $ — 2023 – 2031* 1,748 — — 2032 – 2034 45,957 — 8,872 2035 – 2036 14,776 — 4,179 Total $ 62,481 $ 8,717 $ 13,051 * The utilization of a portion of these net operating loss carryforwards is limited due to limits on utilizing net operating loss carryforwards under Internal Revenue Service regulations following a change in control. (e) Taxation in the United States The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The most significant impact of the legislation for the Company was a reduction of the value of the Company’s net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from 35% to 21% (see Note 17(c) above). The Act also includes a requirement to pay a one-time transition tax (the “Transition Tax”) on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company does not believe that it will be required to pay any Transition Tax on its previously unrepatriated earnings and profits of its previously consolidated foreign subsidiaries. As a holding company without other business activity in Delaware, the Company is exempt from Delaware state income tax. Thus, the Company’s statutory income tax rate on domestic earnings is the federal rate of 21%. (f) Uncertain Tax Positions (UTP) As of December 31, 2016 and 2017, no interest or penalties were accrued on the balance sheet related to UTP. During the years ending December 31, 2016 and 2017, the Company had no changes in unrecognized tax benefits or associated interest and penalties as a result of tax positions made during the current or prior periods with respect to its continuing or discontinued operations. The Company is subject to U.S. Federal and state income tax. As of January 1, 2017, the Company is no longer subject to examination by U.S. Federal taxing authorities for years before 2014, for years before 2013 for state income taxes. |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | NOTE 18—RELATED PARTY BALANCES AND TRANSACTIONS a) Director Fees The Company recorded fees to directors of $94 and $101 for each of the years ended December 31, 2017 and 2016, respectively, all of which are included in Selling, general and administrative expenses. 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 2017 calendar year, Messrs. Woolard and Jackson elected to receive Common Stock in lieu of retainer and board fees of $17 and $15, respectively which is included in the fees to directors above. Accordingly, Messrs. Woolard and Jackson were issued for 2017 94,444 and 83,333 shares of Common Stock, respectively. b) 2016 Director Loans In January 2016, the Company borrowed a total of $300 ($200 from one director and $100 from another director) under promissory notes which were to mature three days following the receipt of proceeds from the closing of the 2016 DSIT Transaction. In March 2016, the Company borrowed, on similar terms, an additional $75 from another director. Upon maturity, the Company was to pay to each director a single payment equal to 115% of the amounts borrowed under the promissory notes. Under the terms of each promissory note, at maturity, the lender could elect to convert the entire amount due under the promissory note into Common Stock of the Company at a conversion price equal to the closing price of the Company’s Common Stock on the trading day immediately preceding the maturity date of the loan. On April 29, 2016, following the receipt of the net proceeds from the 2016 DSIT Transaction (see Note 3), the Company repaid in full $275 ($200 from one director and $75 from another director) of the principal amount of the promissory notes plus interest equal to 15% of the amounts borrowed under the promissory notes. In addition, a third director who had lent the Company $100, elected to convert the principal and the $15 of interest due into Common Stock of the Company. In accordance with the terms of the promissory note, the director received 465,587 shares of Common Stock of the Company. During 2016, the Company recorded $56 of interest expense with respect to these director loans. c) 2017 Director Loans On February 16, 2017, the Company secured commitments for $1,900 in funding in the form of loans from members of the Company’s Board of Directors, including $900 immediately funded. The $900 of initially funded loans accrued interest at the rate of 12.5% (payable at maturity) and matures at the earlier of April 30, 2018 or the receipt of proceeds from the sale of the Company’s 41.2% ownership in DSIT. See Note 21 – Subsequent Events. In addition to the $900 initially funded, one of the Company’s directors agreed to loan up to an additional $1,000 to the Company on or after July 7, 2017 on substantially identical terms as the currently funded loans. In the third quarter of 2017, the Company received $400 from the director on the aforementioned $1,000 commitment. The $400 of loans received in the third quarter of 2017 mature at the earlier of April 30, 2018 or the receipt of proceeds from the sale of the Company’s 41.2% ownership in DSIT and accrues interest at the rate of 8.0% per annum, payable at maturity. During the year ended December 31, 2017, the Company accrued $107 of interest with respect to these director loans. d) See Note 6 for information related to the sale of OmniMetrix Preferred Stock to one of the Company’s directors and a loan from the director to OmniMetrix. e) See Note 15(e) for information related to options and stock awards to directors and officers. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | NOTE 19—SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (a) General Information As of December 31, 2017, the Company operates in two reportable operating segments, both of which are performed though the Company’s OmniMetrix subsidiary: ● The PG segment provides wireless remote monitoring and control systems and services for critical assets as well as Internet of Things applications. ● The CP segment provides for remote monitoring of cathodic protection systems on gas pipelines for gas utilities and pipeline companies. In addition, up to the closing of the 2016 DSIT Transaction (see Note 3), the Company reported its activities in the Energy & Security Sonar Solutions segment. This segment, whose activities were performed by DSIT, provides sonar and acoustic related solutions for energy, defense and commercial markets with a focus on underwater site security for strategic energy installations and other advanced acoustic systems and real-time embedded hardware and software development and production. “Other” operations include certain IT activities (protocol management software for cancer patients and billing software) and outsourced consulting activities performed by the Company’s DSIT subsidiary that did not meet the quantitative thresholds under applicable accounting principles. Following the closing of the 2016 DSIT Transaction, the Company no longer consolidates the results of DSIT, but rather reports on its investment in DSIT on the equity method. Accordingly, effective April 21, 2016, the Company no longer consolidates the results of DSIT’s Energy & Security Sonar Solutions segment or the activities of its “Other” segment. The Company’s reportable segments are strategic business units, offering different products and services and are managed separately as each business requires different technology and marketing strategies. (b) Information about Profit or Loss and Assets The accounting policies of all the segments are those described in the summary of significant accounting policies. The Company evaluates performance based on net income or loss before taxes. The Company does not systematically allocate assets to the divisions of the subsidiaries constituting its consolidated group, unless the division constitutes a significant operation. Accordingly, where a division of a subsidiary constitutes a segment that does not meet the quantitative thresholds of applicable accounting principles, depreciation expense is recorded against the operations of such segment, without allocating the related depreciable assets to that segment. However, where a division of a subsidiary constitutes a segment that does meet the quantitative thresholds, related depreciable assets, along with other identifiable assets, are allocated to such division. The following tables represent segmented data for the years ended December 31, 2017 and 2016: PG CP Energy & Security Sonar Systems* Other* Total Year ended December 31, 2017: Revenues from external customers $ 3,355 $ 995 $ — $ — $ 4,350 Intersegment revenues — — — — — Segment gross profit 2,017 430 — — 2,447 Depreciation and amortization 58 17 — — 75 Segment loss before income taxes (531 ) (340 ) — — (871 ) Segment assets 1,398 1,446 — — 2,844 Expenditures for segment assets — — — — — Year ended December 31, 2016: Revenues from external customers $ 2,903 $ 682 $ 4,620 $ 454 $ 8,659 Intersegment revenues — — — — — Segment gross profit 1,516 378 1,517 114 3,525 Depreciation and amortization 65 15 53 10 143 Segment income (loss) before income taxes (848 ) (352 ) 82 (10 ) (1,128 ) Segment assets 1,673 879 — — 2,552 Expenditures for segment assets — — 30 3 33 (c) The following tables represent a reconciliation of the segment data to consolidated statement of operations and balance sheet data for the years ended and as of December 31, 2017 and 2016: Year ended December 31, 2017 2016 Total net loss before income taxes for reportable segments $ (871 ) $ (1,118 ) Other operational segment net loss before income taxes — (10 ) Segment loss before income taxes (871 ) (1,128 ) Gain on sale of interest in DSIT, net of transaction costs — 3,543 Unallocated net income (cost) of DSIT headquarters* — 6 Unallocated net cost of corporate headquarters** (1,271 ) (2,491 ) Consolidated net loss before taxes on income $ (2,142 ) $ (82 ) * Results for the year ended December 31, 2016 only include DSIT’s results for the period January 1, 2016 to April 21, 2016. See Note 3. ** Includes $22 and $89 of stock compensation expense for the years ended December 31, 2017 and 2016, respectively. Also includes $446 of interest expense associated with the LT Loan for the year ended December 31, 2016 (see Note 5) $107 and $56 of interest expense with respect to director loans for the years ended December 31, 2017 and 2016, respectively (See Note 18). As of December 31, 2017 2016 Assets: Total assets for reportable segments $ 2,844 $ 2,552 Assets of discontinued operations — 119 Unallocated assets of OmniMetrix headquarters 87 213 Assets of corporate headquarters * 6,291 6,356 Total consolidated assets $ 9,222 $ 9,240 * Includes the investment in DSIT of $5,800 at December 31, 2017. Includes the investment in DSIT of $5,658 and the escrow deposit of $579 from the 2016 DSIT Transaction at December 31, 2016. Other Significant Items Segment Totals Adjustments Consolidated Totals Year ended December 31, 2017 Depreciation and amortization $ 75 $ — $ 75 Year ended December 31, 2016 Depreciation and amortization $ 143 $ 3 $ 146 Expenditures for assets 33 — 33 Other adjustments are primarily unallocated DSIT and corporate headquarters data which are not included in the segment information. None of the other adjustments are significant. Year ended December 31, 2017 2016 Revenues based on location of customer: United States $ 4,327 $ 3,550 Israel — 3,061 Asia — 2,013 Other 23 35 $ 4,350 $ 8,659 All of the Company’s long-lived assets are located in the United States. (d) Revenues and Accounts Receivable Balances from Major Customers Customers A and B are all related to DSIT’s Energy & Security Sonar Solutions segment. Customer C is related to OmniMetrix’s CP segment. Revenue Accounts Receivable** 2017 2016 2017 2016 Customer Balance % Balance % Balance % Balance % A $ — — % $ 1,828 21 % * * * * B $ — — % $ 1,295 15 % * * $ * * % C * * * * $ 297 27 % 283 28 * Balance is not significant ** Following the closing of the 2016 DSIT Transaction (see Note 3), the Company no longer consolidates the assets, liabilities or results of DSIT, but rather reports its investment in DSIT using the equity method. Accordingly, the Company no longer reports DSIT’s Accounts Receivable or Unbilled Revenue balances. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 20—FAIR VALUE MEASUREMENTS Financial items measured at fair value are classified in the table below in accordance with the hierarchy established in applicable accounting principles. As at December 31, 2016 Level 1 Level 2 Level 3 Total Escrow deposits – continuing operations $ 579 — — $ 579 Escrow deposits – discontinued operations 100 — — 100 Total $ 679 $ — $ — $ 679 Escrow deposits – continuing operations relate to escrow requirements from the 2016 DSIT Transaction (see Note 3). See Note 3 for the determination of the fair value of the Company’s equity investment in DSIT at December 31, 2016 and 2017. The Company had no other financial items for fair value measurement in at December 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21—SUBSEQUENT EVENTS Sale of DSIT Investment On February 14, 2018, the Company closed on 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. At closing, Acorn received gross proceeds of $5,800 before transaction costs, professional fees and withholding taxes. As the carrying value of the Company’s investment in DSIT at December 31, 2017 (see Note 3) was greater than the gross proceeds from the 2018 DSIT Transaction, the Company recorded an impairment of its investment in DSIT to reduce its carrying value at December 31, 2017 to be equal to the gross proceeds from the 2018 DSIT Transaction. In the first quarter of 2018, the Company will record its 41.15% share of DSIT’s income or loss through February 14, 2018. In addition, the Company will also record the approximately $460 of transaction costs and $388 of withholding taxes associated with the transaction. The Unaudited Pro Forma Condensed Consolidated Balance Sheet below (the “Pro Forma Balance Sheet”) has been prepared as if the 2018 DSIT Transaction occurred on December 31, 2017. This Pro Forma Balance Sheet gives effect to unaudited pro forma adjustments necessary to account for the sale (including transaction costs and withholding taxes), the assignment of the amounts due to DSIT to the purchasers and the subsequent repayment of amounts due to directors. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of December 31, 2017 (in thousands, except per share data) Acorn consolidated Pro Forma Adjustments Note Pro Forma Cash, cash equivalents and escrow $ 481 $ 1,945 (1) $ 2,426 Investment in DSIT 5,800 (5,800 ) (2) — Other current assets 2,422 2,422 Total current assets 8,703 (3,855 ) 4,848 Other non-current assets 519 519 Total assets $ 9,222 $ (3,855 ) $ 5,367 Due to DSIT $ 1,624 $ (1,600 ) (3) $ 24 Due to Acorn directors 1,690 (1,407 ) (4) 283 Other current liabilities 4,206 4,206 Non-current liabilities 950 950 Total liabilities 8,470 (3,007 ) 5,463 Total Acorn Energy, Inc. shareholders’ equity (deficiency) 471 (848 ) (5) (377 ) Non-controlling interests 281 281 Total equity (deficiency) 752 (848 ) (96 ) Total liabilities and equity $ 9,222 $ (3,855 ) $ 5,367 (1) – Represents the gross proceeds from the 2018 DSIT Transaction ($5,800) less the assignment of $1,600 of the amounts Due to DSIT, payment of $1,407 of amounts Due to Acorn directors at December 31, 2017, withholding taxes of $388 and estimated transaction costs of $460. (2) –Represents the elimination of the Investment in DSIT following the 2018 DSIT Transaction. (3) – Represents assignment of $1,600 of the Due to DSIT balance to the purchasers in the 2018 DSIT Transaction. (4) – Represents repayment of 2017 Director Loans and interest accrued through December 31, 2017 (see Note 18(c)) (5) – Represents the net loss effect of the 2018 DSIT Transaction comprised of withholding taxes of $388 and estimated transaction costs of $460. Repayment of Loans from Directors On February 22, 2018, following the receipt of the proceeds from the 2018 DSIT Transaction (see above), the Company repaid in full $1,300 of principal and $128 accrued interest due through that date with respect to the 2017 Director Loans (see Note 18(c)). |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are over 50% controlled, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation; profits from intercompany sales, are also eliminated; non-controlling interests are included in equity. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. The Company applies the equity method of accounting to its investment in DSIT following the 2016 DSIT Transaction (see Note 3). See Note 21 – Subsequent Events with respect to the 2018 DSIT Transaction. |
Discontinued Operations | Discontinued Operations In April 2016, the Company announced that it decided to cease operations of its GridSense subsidiary and initiate the liquidation of the GridSense assets. Following the decision to cease GridSense operations, the Company wrote down all GridSense assets to their estimated realizable values at the time and accrued for estimated severance costs and lease commitments. As a result of this decision, GridSense is reported as a discontinued operation in its consolidated financial statements for all periods presented (see Note 4). |
Functional Currency and Foreign Currency Transactions | Functional Currency and Foreign Currency Transactions The currency of the primary economic environment in which the operations of Acorn and its U.S. subsidiaries are conducted is the United States dollar (“dollar”). Accordingly, the Company and all of its U.S. subsidiaries use the dollar as their functional currency. The financial statements of DSIT whose functional currency is the New Israeli Shekel (“NIS”) have been translated in accordance with applicable accounting principles. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as Accumulated Other Comprehensive Income. Gains and losses on foreign currency transactions and exchange gains and losses denominated in non-functional currencies are reflected in finance income (expense), net, in the Consolidated Statements of Operations when they arise. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments, which include money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of trade receivables. Trade receivables are recorded at the invoiced amount. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. If the financial condition of the Company’s funding parties or customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company performs ongoing credit evaluations of its customers and does not require collateral. During the years ended December 31, 2017 and 2016, $0 and $28 was charged to expense, respectively. At December 31, 2017 and 2016, the balance in allowance for doubtful accounts was $11 and $11, respectively. |
Inventory | Inventory Inventories are comprised of components (raw materials), work-in-process and finished goods, which are measured at net realizable value. OmniMetrix - Raw materials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consists of fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and applicable shipping costs. All inventories are periodically reviewed for impairment related to slow-moving and obsolete inventory. |
Non-Controlling Interests | Non-Controlling Interests The Financial Accounting Standards Board (“FASB”) requires that non-controlling interests be reported as a component of equity, changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and upon a loss of control, retained ownership interest be re-measured at fair value, with any gain or loss recognized in earnings. The Company attributes income and losses to the non-controlling interests associated with OmniMetrix and DSIT (up to the 2016 DSIT Transaction – see Note 3). |
Property and Equipment | Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the depreciable assets, or in the case of leasehold improvements, the shorter of the lease term or the estimated useful life of the asset, a portion of which is allocated to cost of sales. Improvements are capitalized while repairs and maintenance are charged to operations as incurred. |
Treasury Stock | Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is charged to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Company’s sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products, and arrangements regardless of customer type, product mix or arrangement size. If revenue recognition criteria are not satisfied, amounts received from customers are classified as deferred revenue on the balance sheet until such time as the revenue recognition criteria are met. Sales of OmniMetrix monitoring systems have multiple elements which include the sale of equipment and of monitoring services. Sales of OmniMetrix equipment do not qualify as a separate unit of accounting. As a result, revenues (and related costs) associated with sale of equipment are recorded to deferred revenue (and deferred charges) upon shipment for PG and CP units. Revenue and related costs with respect to the sale of equipment are recognized over the estimated life of the units which is estimated to be 24 months. Revenues from the prepayment of monitoring fees (generally paid 12 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. |
Warranty Provision | Warranty Provision OmniMetrix generally grants their customers a one-year warranty on their products. Estimated warranty obligations are provided for as a cost of sales in the period in which the related revenues are recognized, based on management’s estimate of future potential warranty obligations and limited historical experience. Adjustments are made to accruals as warranty claim data and historical experience warrant. The Company’s warranty obligations may be materially affected by product or service failure rates and other costs incurred in correcting a product or service failure. Should actual product or service failure rates or other related costs differ from the Company’s estimates, revisions to the accrued warranty liability would be required. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, escrow deposits and trade accounts receivable. The Company’s cash and cash equivalents were deposited primarily with U.S. banks and brokerage firms and amounted to $481 at December 31, 2017. The Company does not believe there is significant risk of non-performance by these counterparties. See Note 19(d) with respect to revenue from significant customers and concentrations of trade accounts receivables. |
Financial Instruments | Financial Instruments Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of labor and related expenses and are charged to operations as incurred. |
Advertising Expenses | Advertising Expenses Advertising expenses are charged to operations as incurred. Advertising expense was $17 and $9 for each of the years ended December 31, 2017 and 2016, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense over the requisite service period on an accelerated basis over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. See Note 15(d) for the assumptions used to calculate the fair value of stock-based employee compensation. Upon the exercise of options, it is the Company’s policy to issue new shares rather than utilizing treasury shares. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as non-current in accordance with ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactment date. See Note 17(e) for the impact of the Tax Cuts and Jobs Act of 2017. |
Income Tax Uncertainties | Income Tax Uncertainties The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Consolidated Statements of Operations. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net loss per share if doing so would be antidilutive. The weighted average number of options and warrants that were excluded from the computation of diluted net loss per share, as they had an antidilutive effect, was approximately 4,172,000 and 4,904,000 for the years ending December 31, 2017 and 2016, respectively. The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2017 2016 Net income (loss) available to common stockholders $ (1,169 ) $ 145 Weighted average shares outstanding: -Basic 29,423 28,488 Add: Warrants — 24 Add: Stock options — 19 -Diluted 29,423 28,531 Basic and diluted net income (loss) per share $ (0.04 ) $ 0.01 |
Fair Value Measurement | Fair Value Measurement The Company follows the provisions of the accounting standard which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. See Notes 15, 20 and 21. |
Recently Issued Accounting Principles | Recently Issued Accounting Principles Other than the announcement noted below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2017, that are of material significance, or have potential material significance, to the Company. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with adjustment of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The FASB issued several subsequent standards in 2016 and 2017 containing implementation guidance related to the new standard. These standards provide additional guidance related to principal versus agent considerations, licensing, and identifying performance obligations. Additionally, these standards provide narrow-scope improvements and practical expedients as well as technical corrections and improvements. Overall, the new guidance is to be effective for the fiscal year beginning after December 15, 2017. Companies are able to early adopt the pronouncement, however not before fiscal years beginning after December 15, 2016. The Company will adopt this standard using the modified retrospective method. The adoption of the new revenue standard is not expected to have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances.” The Company is currently assessing the impact of ASU 2016-01 on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. 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 March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718),” to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and forfeitures, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 on January 1, 2017, and the adoption of the standard did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business. This new guidance clarifies the definition of a business in a business combination. The guidance is effective beginning the first quarter of fiscal year 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Effect on Net Income and Weighted Average Number of Shares | The following data represents the amounts used in computing EPS and the effect on net income and the weighted average number of shares of dilutive potential common stock: Year ended December 31, 2017 2016 Net income (loss) available to common stockholders $ (1,169 ) $ 145 Weighted average shares outstanding: -Basic 29,423 28,488 Add: Warrants — 24 Add: Stock options — 19 -Diluted 29,423 28,531 Basic and diluted net income (loss) per share $ (0.04 ) $ 0.01 |
Dsit Solutions, Ltd. ('DSIT') (
Dsit Solutions, Ltd. ('DSIT') (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Dsit Solutions Ltd. Dsit | |
Schedule of Assets and Liabilities | Assets and liabilities related to the deconsolidated operations of DSIT are as follows: December 31, 2017 December 31, 2016 At the Closing Date (unaudited) (unaudited) (unaudited) Current assets: Cash and cash equivalents $ 112 $ 1,047 516 Restricted deposits 353 2,648 2,517 Accounts receivable 7,601 2,825 5,166 Unbilled revenue 3,433 4,918 4,779 Inventory 755 481 297 Due from Acorn 1,624 — — Other current assets 1,051 795 935 Total current assets 14,929 12,714 14,210 Property and equipment, net 563 569 620 Severance assets 4,168 3,915 3,762 Restricted deposits 2 646 1,815 Due from Acorn — 1,171 916 Goodwill — — 536 Other assets 348 339 80 Total assets $ 20,010 $ 19,354 21,939 Current liabilities: Short-term bank credit and current maturities of long-term bank debt $ 339 $ 1,239 2,655 Accounts payable 730 1,461 2,072 Accrued payroll, payroll taxes and social benefits 1,627 1,142 1,286 Deferred revenue 682 431 2,219 Other current liabilities 3,088 2,736 1,615 Total current liabilities 6,466 7,009 9,847 Accrued severance 5,383 5,374 5,209 Other long-term liabilities 106 9 38 Total liabilities $ 11,955 $ 12,392 15,094 |
Schedule of Condensed Consolidated Statements of Operations | DSIT’s results that were included in the Company’s Consolidated Statements of Operations for the period from January 1, 2016 until the closing of the 2016 DSIT Transaction can be seen below: January 1, 2016 – April 21, 2016 (unaudited) Revenue $ 5,074 Cost of sales 3,443 Gross profit 1,631 Research and development expenses, net 469 Selling, general and administrative expenses 1,063 Operating income 99 Finance expense, net (39 ) Income before income taxes 60 Income tax expense (19 ) Net income 41 Net income attributable to non-controlling interests (9 ) Net loss attributable to Acorn Energy Inc. $ 32 DSIT’s results and the Company’s share of its net income for the year ended December 31, 2017 and the period from the Closing Date to December 31, 2016 and can be seen below: Year Ended December 31, 2017 Closing Date to December 31, 2016 (unaudited) (unaudited) Revenue $ 17,245 $ 11,777 Cost of sales 10,644 7,795 Gross profit 6,601 3,982 Research and development expenses, net 1,211 642 Selling, general and administrative expenses 3,979 2,721 Operating income 1,411 619 Finance expense, net (62 ) (134 ) Income before income taxes 1,349 485 Income tax (expense) benefit (256 ) 169 Net income $ 1,093 $ 654 Acorn’s share of net income in DSIT $ 450 $ 268 |
Schedule of Equity Investment Balance in DSIT | Accordingly, the Company recorded an impairment charge of $308 on its DSIT investment to bring its investment balance in DSIT in line with the gross proceeds from the sale transaction. Equity Investment balance in DSIT Balance at the Closing Date $ 5,390 Acorn’s share of net income in DSIT for the period from the Closing Date to December 31, 2016 268 Balance at December 31, 2016 5,658 Acorn’s share of net income in DSIT for the year ended December 31, 2017 450 Impairment (308 ) Balance at December 31, 2017 $ 5,800 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of GridSense are as follows: As of The Liquidation Date* December 31, 2016 Cash $ 10 $ 19 Other current assets and non-current assets — 100 Total assets $ 10 $ 119 Accounts payable $ 430 $ 501 Accrued payroll, payroll taxes and social benefits 90 90 Other current and non-current liabilities 404 406 Total liabilities $ 924 $ 997 Net liabilities $ 914 $ 878 * Just prior to the deconsolidation |
Schedule of Financial Information | Selected financial information for GridSense’s operations for those periods are presented below: Year ended December 31, 2017 2016 Revenue $ — $ 212 Gross profit $ — $ 28 Net income (loss) $ 38 $ (286 ) Gain on deconsolidation 660 — Income (loss) from discontinued operations, net of income taxes $ 698 $ (286 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2017 2016 Raw materials $ 182 $ 156 Finished goods 47 46 $ 229 $ 202 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: As of December 31, 2017 2016 Prepaid expenses and deposits $ 69 $ 83 Deferred costs 999 829 Other 22 20 $ 1,090 $ 932 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Estimated Useful Life (in years) As of December 31, 2017 2016 Cost: Computer hardware and software 3 - 5 $ 55 $ 78 Equipment 7 145 218 Leasehold improvements Term of lease 339 339 539 635 Accumulated depreciation and amortization Computer hardware and software 55 61 Equipment 96 159 Leasehold improvements 249 201 400 421 Property and equipment, net $ 139 $ 214 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities | |
Components of Other Current Liabilities | Other current liabilities consist of the following: As of December 31, 2017 2016 Accrued expenses $ 466 $ 518 Taxes 90 38 Warranty provision 31 27 Restructuring liabilities 64 46 $ 651 $ 629 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments on Non-Cancelable Operating Leases | Future minimum lease payments on non-cancelable operating leases as of December 31, 2017 are as follows: Years ending December 31, 2018 $ 110 2019 109 $ 219 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): 2017 2016 Risk-free interest rate 2.2 % 1.5 % Expected term of options, in years 6.6 6.5 Expected annual volatility 83 % 80 % Expected dividend yield — % — % Determined weighted average grant date fair value per option $ 0.18 $ 0.11 |
Summary of Stock Option Plans | A summary of the Company’s option plans as of December 31, 2017 and 2016, as well as changes during each of the years then ended, is presented below: 2017 2016 Number of Options (in shares) Weighted Average Exercise Price Number of Options (in shares) Weighted Average Exercise Price Outstanding at beginning of year 2,050,369 $ 3.62 2,364,918 $ 3.51 Granted at market price 91,500 0.25 65,000 0.15 Exercised — — — — Forfeited or expired (740,380 ) 3.54 (379,549 ) 2.29 Outstanding at end of year 1,401,489 3.45 2,050,369 3.62 Exercisable at end of year 1,393,155 $ 3.47 2,004,534 $ 3.69 |
Summary of Information Regarding to Options Outstanding and Exercisable | Summary information regarding the options outstanding and exercisable at December 31, 2017 is as follows: Outstanding Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (in shares) (in years) (in shares) $0.14 – $0.77 372,523 4.4 $ 0.50 364,189 $ 0.51 $0.97 – $2.49 422,785 3.6 $ 1.55 422,785 $ 1.55 $3.51 – $5.91 215,466 1.9 $ 4.66 215,466 $ 4.66 $6.31 – $7.57 227,356 1.9 $ 6.79 227,356 $ 6.79 $7.60 - $11.42 163,359 1.9 $ 8.82 163,359 $ 8.82 1,401,489 1,393,155 |
Summary of Warrant Activity | . A summary of warrant activity follows: 2017 2016 Number of shares underlying warrants Weighted Average Exercise Price Number of shares underlying warrants Weighted Average Exercise Price Outstanding at beginning of year 2,654,423 $ 1.46 2,619,423 $ 1.48 Granted — — 35,000 0.13 Exercised — — — — Forfeited or expired — — — — Outstanding and exercisable at end of year 2,654,423 $ 1.46 2,654,423 $ 1.46 |
Warrants [Member] | |
Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model | The fair value of the warrants granted in 2016 ($0.08 per warrant) was estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted average assumptions: Risk-free interest rate 1.79 % Expected term of warrants 7.0 years Expected annual volatility 78 % Expected dividend yield — % |
Finance Expense, Net (Tables)
Finance Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
FINANCE EXPENSE, NET [Abstract] | |
Schedule of Finance Income (Expense), Net | Finance income (expense), net consists of the following: Year ended December 31, 2017 2016 Interest income $ 1 $ 1 Interest expense* (232 ) (604 ) Exchange gain, net — 31 $ (231 ) $ (572 ) * Interest expense includes $446 associated with the LT Loan in 2016 (see Note 5) and $123 and $56 with respect to Loans from Directors in the years ended December 31, 2017 and 2016, respectively (see Notes 6 and 18). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Composition of Loss from Continuing Operations before Income Taxes | (a) Composition of income (loss) from continuing operations before income taxes is as follows: Year ended December 31, 2017 2016 Domestic $ (2,142 ) $ (142 ) Foreign — 60 $ (2,142 ) $ (82 ) |
Components of Income Tax Expense (Benefit) | Income tax expense consists of the following: Year ended December 31, 2017 2016 Current: Federal $ — $ — State and local — — Foreign 41 — 41 — Deferred: Federal — — State and local — — Foreign — 19 — 19 Total income tax expense $ 41 $ 19 |
Summary of Reconciliation Between Federal Tax Rate | Set forth below is a reconciliation between the federal tax rate and the Company’s effective income tax rates with respect to continuing operations: Year ended December 31, 2017 2016 Statutory Federal rates 34 % 34 % Increase (decrease) in income tax rate resulting from: Tax on foreign activities 2 (2 ) Other, net (primarily permanent differences) (1 ) (200 ) Valuation allowance (37 ) 145 Effective income tax rates (2 )% (23 )% |
Schedule of Deferred Tax Assets and Liabilities | (c) Analysis of Deferred Tax Assets and (Liabilities) As of December 31, 2017 2016 Deferred tax assets (liabilities) consist of the following: Employee benefits and deferred compensation $ 1,089 $ 1,745 Investments and asset impairments 1,772 2,619 Other temporary differences (686 ) (807 ) Net operating loss and capital loss carryforwards 15,643 21,977 17,818 25,534 Valuation allowance (17,818 ) (25,534 ) Net deferred tax assets $ -- $ -- |
Summary of Tax Loss Carryforwards | As of December 31, 2017, the Company had various net operating loss carryforwards expiring as follows: Expiration Federal Capital Loss State 2022 $ — $ 8,717 $ — 2023 – 2031* 1,748 — — 2032 – 2034 45,957 — 8,872 2035 – 2036 14,776 — 4,179 Total $ 62,481 $ 8,717 $ 13,051 * The utilization of a portion of these net operating loss carryforwards is limited due to limits on utilizing net operating loss carryforwards under Internal Revenue Service regulations following a change in control. |
Segment Reporting and Geograp40
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segmented Data | The following tables represent segmented data for the years ended December 31, 2017 and 2016: PG CP Energy & Security Sonar Systems* Other* Total Year ended December 31, 2017: Revenues from external customers $ 3,355 $ 995 $ — $ — $ 4,350 Intersegment revenues — — — — — Segment gross profit 2,017 430 — — 2,447 Depreciation and amortization 58 17 — — 75 Segment loss before income taxes (531 ) (340 ) — — (871 ) Segment assets 1,398 1,446 — — 2,844 Expenditures for segment assets — — — — — Year ended December 31, 2016: Revenues from external customers $ 2,903 $ 682 $ 4,620 $ 454 $ 8,659 Intersegment revenues — — — — — Segment gross profit 1,516 378 1,517 114 3,525 Depreciation and amortization 65 15 53 10 143 Segment income (loss) before income taxes (848 ) (352 ) 82 (10 ) (1,128 ) Segment assets 1,673 879 — — 2,552 Expenditures for segment assets — — 30 3 33 |
Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations | The following tables represent a reconciliation of the segment data to consolidated statement of operations and balance sheet data for the years ended and as of December 31, 2017 and 2016: Year ended December 31, 2017 2016 Total net loss before income taxes for reportable segments $ (871 ) $ (1,118 ) Other operational segment net loss before income taxes — (10 ) Segment loss before income taxes (871 ) (1,128 ) Gain on sale of interest in DSIT, net of transaction costs — 3,543 Unallocated net income (cost) of DSIT headquarters* — 6 Unallocated net cost of corporate headquarters** (1,271 ) (2,491 ) Consolidated net loss before taxes on income $ (2,142 ) $ (82 ) * Results for the year ended December 31, 2016 only include DSIT’s results for the period January 1, 2016 to April 21, 2016. See Note 3. ** Includes $22 and $89 of stock compensation expense for the years ended December 31, 2017 and 2016, respectively. Also includes $446 of interest expense associated with the LT Loan for the year ended December 31, 2016 (see Note 5) $107 and $56 of interest expense with respect to director loans for the years ended December 31, 2017 and 2016, respectively (See Note 18). |
Reconciliation of Segment Data to Consolidated Statement Balance Sheet | As of December 31, 2017 2016 Assets: Total assets for reportable segments $ 2,844 $ 2,552 Assets of discontinued operations — 119 Unallocated assets of OmniMetrix headquarters 87 213 Assets of corporate headquarters * 6,291 6,356 Total consolidated assets $ 9,222 $ 9,240 * Includes the investment in DSIT of $5,800 at December 31, 2017. Includes the investment in DSIT of $5,658 and the escrow deposit of $579 from the 2016 DSIT Transaction at December 31, 2016. |
Reconciliation of Segment Assets - Other Significant Items | Other Significant Items Segment Totals Adjustments Consolidated Totals Year ended December 31, 2017 Depreciation and amortization $ 75 $ — $ 75 Year ended December 31, 2016 Depreciation and amortization $ 143 $ 3 $ 146 Expenditures for assets 33 — 33 |
Schedule of Revenue from External Customers by Geographical Areas | Other adjustments are primarily unallocated DSIT and corporate headquarters data which are not included in the segment information. None of the other adjustments are significant. Year ended December 31, 2017 2016 Revenues based on location of customer: United States $ 4,327 $ 3,550 Israel — 3,061 Asia — 2,013 Other 23 35 $ 4,350 $ 8,659 |
Revenues, Accounts Receivable and Unbilled Revenue from Major Customers | Customers A and B are all related to DSIT’s Energy & Security Sonar Solutions segment. Customer C is related to OmniMetrix’s CP segment. Revenue Accounts Receivable** 2017 2016 2017 2016 Customer Balance % Balance % Balance % Balance % A $ — — % $ 1,828 21 % * * * * B $ — — % $ 1,295 15 % * * $ * * % C * * * * $ 297 27 % 283 28 * Balance is not significant ** Following the closing of the 2016 DSIT Transaction (see Note 3), the Company no longer consolidates the assets, liabilities or results of DSIT, but rather reports its investment in DSIT using the equity method. Accordingly, the Company no longer reports DSIT’s Accounts Receivable or Unbilled Revenue balances. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | Financial items measured at fair value are classified in the table below in accordance with the hierarchy established in applicable accounting principles. As at December 31, 2016 Level 1 Level 2 Level 3 Total Escrow deposits – continuing operations $ 579 — — $ 579 Escrow deposits – discontinued operations 100 — — 100 Total $ 679 $ — $ — $ 679 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) $ in Thousands | Apr. 21, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 481 | $ 222 | |
February 2018 [Member] | |||
Sale of remaining interest in DSIT | 5,800 | ||
Proceeds from DSIT | 4,200 | ||
Due to DSIT | 1,600 | ||
Corporate [Member] | |||
Cash and cash equivalents | 450 | ||
Corporate [Member] | March 16, 2018 [Member] | |||
Cash and cash equivalents | 2,367 | ||
DSIT Solutions, Ltd [Member] | |||
Company's holdings in DSIT prior to sale transaction | 78.70% | ||
Company's holdings after transaction | 41.20% | ||
Cash and cash equivalents | $ 516 | $ 112 | $ 1,047 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents investments, description | money market funds and short-term bank deposits (up to three months from date of deposit or with maturity of three months from date of purchase) that are not restricted as to withdrawal or use, to be cash equivalents. | |
Short term bank deposits | 3 months | |
Charged expense | $ 0 | $ 28 |
Allowance for doubtful accounts | 11 | 11 |
Deposited cash and cash equivalents | 481 | |
Advertising expenses | $ 17 | $ 9 |
Weighted average number of options and warrants | 4,172,000 | 4,904,000 |
Omni Metrix [Member] | ||
Estimated life of the customer relationship | 24 months | |
Advance payment for monitoring fees, term | $ 12 | |
Subsidiaries [Member] | ||
Percentage of controlled interest | 50.00% |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Effect On Net Income and Weighted Average Number of Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net income (loss) available to common stockholders | $ (1,169) | $ 145 |
Weighted average shares outstanding: Basic | 29,423,000 | 28,488,000 |
Add: Warrants | 24,000 | |
Add: Stock options | 19,000 | |
Weighted average shares outstanding: Diluted | 29,423,000 | 28,531,000 |
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.01 |
Dsit Solutions, Ltd. ('DSIT')45
Dsit Solutions, Ltd. ('DSIT') (Details Narrative) - USD ($) $ in Thousands | Apr. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 |
Percentage of investment in DSIT determined based on holdings | 41.20% | ||||
Loan due from Acorn | $ 340 | ||||
Unreimbursed expenses | $ 999 | ||||
Debt interest rate | 3.15% | 8.00% | |||
Debt maturity date | Apr. 30, 2018 | ||||
Amounts related to provisions for vacation and severance for acorn | $ 285 | ||||
Proceeds before transaction cost and withholding taxes | 5,800 | ||||
Impairment of investment in DSIT | (308) | ||||
DSIT Solutions, Ltd [Member] | |||||
Gross proceeds of sale before escrow, israeli withholding taxes and fees | $ 4,913 | ||||
Escrow deposit | 579 | ||||
Withholding tax paid | 266 | ||||
Transaction costs | 184 | ||||
Gain on sale of transaction | 3,543 | ||||
Step-up value of transaction | $ 2,574 | ||||
Pro rata share of earn-out | 82.40% | ||||
Earn - out amount | $ 1,000 | ||||
Pro-rata share earn out over the period | 3 years | ||||
Proceeds from the exercise of DSIT options | $ 391 | ||||
Investment in DSIT-fair value amount | 5,390 | ||||
Value attributed to DSIT | $ 13,100 | ||||
DSIT Solutions, Ltd [Member] | Prior Options Exercise [Member] | |||||
Percentage of investment in DSIT determined based on holdings | 88.30% | ||||
DSIT Solutions, Ltd [Member] | Post Options Exercise [Member] | |||||
Percentage of investment in DSIT determined based on holdings | 78.70% | ||||
Prior DSIT Transaction [Member] | |||||
Percentage of investment in DSIT determined based on holdings | 78.70% | ||||
Post DSIT Transaction [Member] | |||||
Percentage of investment in DSIT determined based on holdings | 41.20% | ||||
2016 DSIT Transaction [Member] | Israeli Withholding Taxes On Escrow Amount [Member] | |||||
Withholding tax paid | $ 42 |
Dsit Solutions, Ltd. ('DSIT') -
Dsit Solutions, Ltd. ('DSIT') - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 21, 2016 |
Cash and cash equivalents | $ 481 | $ 222 | |
Accounts receivable | 1,103 | 1,005 | |
Inventory | 229 | 202 | |
Other current assets | 1,090 | 932 | |
Total current assets | 8,703 | 8,717 | |
Property and equipment, net | 139 | 214 | |
Other assets | 380 | 309 | |
Total assets | 9,222 | 9,240 | |
Short-term bank credit and current maturities of long-term bank debt | 313 | 376 | |
Accounts payable | 489 | 708 | |
Accrued payroll, payroll taxes and social benefits | 327 | ||
Deferred revenue | 2,753 | 2,149 | |
Other current liabilities | 651 | 629 | |
Total current liabilities | 7,520 | 5,186 | |
Other long-term liabilities | 139 | 202 | |
DSIT Solutions, Ltd [Member] | |||
Cash and cash equivalents | 112 | 1,047 | $ 516 |
Restricted deposits | 353 | 2,648 | 2,517 |
Accounts receivable | 7,601 | 2,825 | 5,166 |
Unbilled revenue | 3,433 | 4,918 | 4,779 |
Inventory | 755 | 481 | 297 |
Due from Acorn | 1,624 | ||
Other current assets | 1,051 | 795 | 935 |
Total current assets | 14,929 | 12,714 | 14,210 |
Property and equipment, net | 563 | 569 | 620 |
Severance assets | 4,168 | 3,915 | 3,762 |
Restricted deposits | 2 | 646 | 1,815 |
Due from Acorn | 1,171 | 916 | |
Goodwill | 536 | ||
Other assets | 348 | 339 | 80 |
Total assets | 20,010 | 19,354 | 21,939 |
Short-term bank credit and current maturities of long-term bank debt | 339 | 1,239 | 2,655 |
Accounts payable | 730 | 1,461 | 2,072 |
Accrued payroll, payroll taxes and social benefits | 1,627 | 1,142 | 1,286 |
Deferred revenue | 682 | 431 | 2,219 |
Other current liabilities | 3,088 | 2,736 | 1,615 |
Total current liabilities | 6,466 | 7,009 | 9,847 |
Accrued severance | 5,383 | 5,374 | 5,209 |
Other long-term liabilities | 106 | 9 | 38 |
Total liabilities | $ 11,955 | $ 12,392 | $ 15,094 |
Dsit Solutions, Ltd. ('DSIT')47
Dsit Solutions, Ltd. ('DSIT') - Schedule of Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Apr. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 4,350 | $ 8,659 | ||
Cost of sales | 1,903 | 5,134 | ||
Gross profit | 2,447 | 3,525 | ||
Research and development expenses, net | 518 | 927 | ||
Selling, general and administrative expenses | 3,840 | 5,651 | ||
Operating income | (1,911) | (3,053) | ||
Income before income taxes | (2,142) | (82) | ||
Income tax expense | (41) | (19) | ||
Net income | (1,343) | (119) | ||
Acorn’s share of net income in DSIT | $ 268 | 450 | 268 | |
Net income attributable to non-controlling interests | (174) | (264) | ||
Net income attributable to Acorn Energy Inc | (1,169) | $ 145 | ||
DSIT Solutions, Ltd [Member] | Consolidated [Member] | ||||
Revenue | $ 5,074 | 11,777 | ||
Cost of sales | 3,443 | 7,795 | ||
Gross profit | 1,631 | 3,982 | ||
Research and development expenses, net | 469 | 642 | ||
Selling, general and administrative expenses | 1,063 | 2,721 | ||
Operating income | 99 | 619 | ||
Finance expense, net | (39) | (134) | ||
Income before income taxes | 60 | 485 | ||
Income tax expense | (19) | 169 | ||
Net income | 41 | 654 | ||
Acorn’s share of net income in DSIT | $ 268 | |||
Net income attributable to non-controlling interests | (9) | |||
Net income attributable to Acorn Energy Inc | $ 32 | |||
DSIT Solutions, Ltd [Member] | Equity Method of Accounting [Member] | ||||
Revenue | 17,245 | |||
Cost of sales | 10,644 | |||
Gross profit | 6,601 | |||
Research and development expenses, net | 1,211 | |||
Selling, general and administrative expenses | 3,979 | |||
Operating income | 1,411 | |||
Finance expense, net | (62) | |||
Income before income taxes | 1,349 | |||
Income tax expense | (256) | |||
Net income | 1,093 | |||
Acorn’s share of net income in DSIT | $ 450 |
Dsit Solutions, Ltd. ('DSIT')48
Dsit Solutions, Ltd. ('DSIT') - Schedule of Equity Investment Balance in DSIT (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Dsit Solutions Ltd. Dsit | |||
Balance at the Beginning | $ 5,390 | $ 5,658 | |
Acorn's share of net income in DSIT | 268 | 450 | $ 268 |
Impairment | (308) | ||
Balance at the ending | $ 5,658 | $ 5,800 | $ 5,658 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | Jul. 12, 2016 | Apr. 21, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 25, 2017 |
GridSense [Member] | ||||||||
Sale of business assets, gross sale price | $ 1,000 | |||||||
Indemnity escrow | $ 100 | |||||||
Indemnity escrow to be released | $ 50 | |||||||
Indemnity escrow to be released on July 7, 2017 | $ 50 | |||||||
Paid of accrued severance and other payroll costs | $ 240 | |||||||
Gain on assets sold, net of transaction costs | $ 944 | |||||||
GridSense [Member] | Outside Creditor [Member] | ||||||||
Amount of outside creditors claims settled | $ 70 | $ 459 | ||||||
Disbursed to outside creditors | $ 7 | |||||||
GridSense [Member] | Creditor [Member] | ||||||||
Disbursed to outside creditors | 47 | |||||||
GridSense [Member] | ||||||||
Accrued severance costs | $ 140 | |||||||
Accrual for lease commitment | $ 100 | |||||||
Cash available excluding escrow amounts | 19 | |||||||
Remaining creditor claims | $ 314 | |||||||
Net liabilities of Gridsense deconsolidated | $ 914 | |||||||
Accumulated other comprehensive income loss net of tax associated with Gridsense | $ 254 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 25, 2017 | Dec. 31, 2016 | |
Cash | $ 481 | $ 222 | ||
Total assets | 9,222 | 9,240 | ||
Accounts payable | 489 | 708 | ||
Accrued payroll, payroll taxes and social benefits | 327 | |||
Total liabilities | 997 | |||
GridSense Inc. [Member] | Discontinued Operations [Member] | ||||
Cash | $ 10 | [1] | 19 | |
Other current assets and non-current assets | [1] | 100 | ||
Total assets | 10 | [1] | 119 | |
Accounts payable | 430 | [1] | 501 | |
Accrued payroll, payroll taxes and social benefits | 90 | [1] | 90 | |
Other current and non-current liabilities | 404 | [1] | 406 | |
Total liabilities | 924 | [1] | 997 | |
Net liabilities | $ 914 | $ 878 | ||
[1] | Just prior to the deconsolidation |
Discontinued Operations - Sch51
Discontinued Operations - Schedule of Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 4,350 | $ 8,659 |
Gross profit | 2,447 | 3,525 |
Net income (loss) | (1,343) | (119) |
GridSense Inc. [Member] | Discontinued Operations [Member] | ||
Revenues | 212 | |
Gross profit | 28 | |
Net income (loss) | 38 | (286) |
Gain on deconsolidation | 660 | |
Income (loss) from discontinued operations, net of income taxes | $ 698 | $ (286) |
Leap Tide Financing Transacti52
Leap Tide Financing Transaction (Details Narrative) - USD ($) $ in Thousands | Apr. 29, 2016 | Aug. 13, 2015 | Aug. 13, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jan. 02, 2016 |
Debt maturity date | Apr. 30, 2018 | ||||||
Debt instrument interest rate per annum | 3.15% | 8.00% | |||||
Leap Tide Capital Partners LLC [Member] | |||||||
Amount borrowed as per the agreement | $ 2,000 | $ 2,000 | |||||
Debt maturity date | Aug. 13, 2016 | ||||||
Debt instrument interest rate per annum | 10.00% | 10.00% | |||||
Initial shares in Leap Tide Loan | 850,000 | 850,000 | |||||
Monthly amount of vested rights for each month Leap Tide Loan principal is outstanding | 179,167 | ||||||
Vested share rights earned by date of repayment | 1,531,396 | ||||||
Cash repurchase/settlement price per each initial share and each vested share right | 0.30 | ||||||
Vested shares rights were converted into shares of common stock of company after expiration of cash settlement period | 1,531,396 | ||||||
Acorn [Member] | |||||||
Repayment of Leap Tide Loan | $ 2,000 | ||||||
LT Loan [Member] | |||||||
Interest expense | $ 281 | ||||||
Debt discount | $ 162 | $ 162 | $ 100 | ||||
Loan term | 1 year |
Investment in Omnimetrix (Detai
Investment in Omnimetrix (Details Narrative) - USD ($) $ in Thousands | Nov. 23, 2015 | Oct. 16, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Loan bear interest rate | 3.15% | 8.00% | |||
Omni Metrix Holdings, Inc. [Member] | |||||
Percentage acquired by one of the company's directors | 10.00% | ||||
Purchase of Omni Metrix preferred stock | $ 500 | ||||
Percentage of ownership in Omni Metrix, LLC | 100.00% | ||||
Omni Metrix Holdings, Inc. [Member] | Director [Member] | |||||
Investment | $ 1,000 | ||||
Omni Metrix Holdings, Inc. [Member] | Series A Preferred Stock [Member] | |||||
Omni Metrix Holdings, Inc. Preferred stock owned | 1,000 | ||||
Value of additional preferred shares acquired | $ 500 | ||||
Percentage of dividends accrued annum | 10.00% | ||||
Dividend payable | $ 115 | ||||
Dividend payable, treated as a loan | $ 115 | ||||
Accrued dividend | $ 100 | ||||
Pre-money equity valuation | $ 5,500 | ||||
Omni Metrix Holdings, Inc. [Member] | Series A Preferred Stock [Member] | Director [Member] | |||||
Omni Metrix Holdings, Inc. Preferred stock owned | 1,000 | ||||
Omni Metrix [Member] | |||||
Loan bear interest rate | 8.00% | ||||
Loan amount | $ 50 | ||||
Loan due date, description | All amounts due (principal and interest) are due the later of April 30, 2018 or 90 days following the advance of any new loans | ||||
Interest accrued during the period on director loans. | $ 16 |
Restructuring and Related Cha54
Restructuring and Related Charges (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges included in other current liabilities | $ (64) | $ (46) | |
Omni Metrix [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges payable | 129 | 159 | $ 204 |
Repayment of accrued lease liability | 46 | 45 | |
Restructuring charges included in other current liabilities | 64 | 46 | |
Restructuring charges included in other long-term liabilities | 65 | $ 113 | |
Additional accrual to restructuring balance | $ 16 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory impairment charge | $ 9 | |
Inventory valuation reserves | 0 | 31 |
PG Segment [Member] | ||
Inventory impairment charge | $ 0 | $ 9 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 182 | $ 156 |
Finished goods | 47 | 46 |
Inventory, net | $ 229 | $ 202 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense and deposits | $ 69 | $ 83 |
Deferred costs | 999 | 829 |
Other | 22 | 20 |
Other current assets | $ 1,090 | $ 932 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of property and equipment | $ 75 | $ 146 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Gross | $ 539 | $ 635 |
Accumulated depreciation and amortization | 400 | 421 |
Property and equipment, net | 139 | 214 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment, Gross | 55 | 78 |
Accumulated depreciation and amortization | $ 55 | 61 |
Computer Hardware And Software [Member] | Minimum [Member] | ||
Estimated Useful Life (in years) | 3 years | |
Computer Hardware And Software [Member] | Maximum [Member] | ||
Estimated Useful Life (in years) | 5 years | |
Equipment [Member] | ||
Estimated Useful Life (in years) | 7 years | |
Property, Plant and Equipment, Gross | $ 145 | 218 |
Accumulated depreciation and amortization | 96 | 159 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 339 | 339 |
Accumulated depreciation and amortization | $ 249 | $ 201 |
Debt (Details Narrative)
Debt (Details Narrative) - Omni Metrix [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Sep. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loan balance under loan and security agreement | $ 313 | $ 376 | |||
Loan and Security Agreement [Member] | |||||
Maximum financing of account receivable formula-based agreement | $ 1,000 | $ 500 | |||
Debt interest rate description | The greater of prime (4.50% at December 31, 2017) plus 2% or 6% per year | ||||
Percentage of monthly service charge | 0.90% | 1.00% | 1.125% | ||
Debt effective interest rate | 17.30% | 19.50% | |||
Percentage of eligible hardware invoices | 80.00% | ||||
Percentage of eligible monitoring invoices | 40.00% | ||||
Percentage of all eligible invoices | 75.00% | 75.00% | |||
Minimum loan balance | $ 150 | ||||
Loan and Security Agreement [Member] | Minimum [Member] | |||||
Minimum loan balance | $ 150 | ||||
Loan and Security Agreement [Member] | Prime Rate [Member] | |||||
Debt interest rate description | The greater of prime (3.75% at December 31, 2016) plus 2% or 6% per year. | ||||
custom:AvailabilityUnderLoanandSecurityAgreementMember | |||||
Availability under loan and security agreement | $ 182 |
Other Current Liabilities - Com
Other Current Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Liabilities | ||
Accrued expenses | $ 466 | $ 518 |
Taxes | 90 | 38 |
Warranty provision | 31 | 27 |
Restructuring liabilities | 64 | 46 |
Other current liabilities | $ 651 | $ 629 |
Commitments and Contingencies62
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Office rental and automobile leasing expenses | $ 79 | $ 245 |
Operating leases expiration dates | leases will expire on different dates from 2018 to 2019 | |
DSIT [Member] | ||
Office rental and automobile leasing expenses | 179 | |
Discontinued Operations [Member] | ||
Office rental and automobile leasing expenses | $ 67 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments on Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 110 |
2,019 | 109 |
Total | $ 219 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 16, 2016 | Sep. 11, 2012 |
Common stock, shares outstanding | 29,500,351 | ||||
Common stock par value | $ 0.01 | $ 0.01 | |||
Percentage of voting rights | 50.00% | ||||
Actual vesting period for most options | 3 years | ||||
Number of options granted during period | 91,500 | 65,000 | |||
Intrinsic value of options outstanding | $ 8 | ||||
Intrinsic value of options exercisable | 8 | ||||
Stock based compensation expense | $ 22 | $ 89 | |||
Weighted average remaining contractual life | 2 years 2 months 12 days | ||||
Warrants [Member] | |||||
Fair value of warrants granted price per share | $ 0.08 | ||||
2006 Stock Incentive Plan for Non Employee Directors [Member] | |||||
Number of options available for grant | 0 | ||||
2006 Amended and Restated Stock Incentive Plan [Member] | |||||
Number of options available for grant | 1,590,030 | ||||
Board of Directors [Member] | |||||
Common stock, reverse split ratio | August 8, 2018, at a ratio between one-for-ten and one-for-twenty | ||||
Director and Employee [Member] | |||||
Number of options granted during period | 90,000 | 65,000 | |||
Non Employee [Member] | |||||
Number of options granted during period | 1,500 | ||||
Minimum [Member] | |||||
Number of capital stock authorized | 30,000,000 | ||||
Options expire term | 5 years | ||||
Maximum [Member] | |||||
Number of capital stock authorized | 42,000,000 | ||||
Options expire term | 10 years | ||||
Maximum [Member] | 2006 Stock Incentive Plan [Member] | |||||
Increase number of shares available | 1,000,000 | ||||
Maximum [Member] | Non-Employee Directors [Member] | 2006 Stock Incentive Plan [Member] | |||||
Increase number of shares available | 200,000 |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Fair Value Assumptions Estimated Using Black-Scholes Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Risk-free interest rate | 2.20% | 1.50% |
Expected term of options, in years | 6 years 7 months 6 days | 6 years 6 months |
Expected annual volatility | 83.00% | 80.00% |
Expected dividend yield | 0.00% | 0.00% |
Determined weighted average grant date fair value per option | $ 0.18 | $ 0.11 |
Warrants [Member] | ||
Risk-free interest rate | 1.79% | |
Expected term of options, in years | 7 years | |
Expected annual volatility | 78.00% | |
Expected dividend yield | 0.00% |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Plans (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of Options, Outstanding at beginning balance | 2,050,369 | 2,364,918 |
Number of Options, Granted at market price | 91,500 | 65,000 |
Number of Options, Exercised | ||
Number of Options, Forfeited or expired | (740,380) | (379,549) |
Number of Options, Outstanding at end balance | 1,401,489 | 2,050,369 |
Number of Options, Exercisable at end of period | 1,393,155 | 2,004,534 |
Weighted Average Exercise Price, Outstanding at beginning balance | $ 3.62 | $ 3.51 |
Weighted Average Exercise Price, Granted at market price | 0.25 | 0.15 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited or expired | 3.54 | 2.29 |
Weighted Average Exercise Price, Outstanding at end balance | 3.45 | 3.62 |
Weighted Average Exercise Price, Exercisable at end of Period | $ 3.47 | $ 3.69 |
Equity - Summary of Information
Equity - Summary of Information Regarding to Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Shares Outstanding | shares | 1,401,489 |
Number of Shares Exercisable | shares | 1,393,155 |
Range of Exercise Prices One [Member] | |
Range of Exercise Prices, Lower Limit | $ 0.14 |
Range of Exercise Prices, Upper limit | $ 0.77 |
Number of Shares Outstanding | shares | 372,523 |
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days |
Weighted Average Exercise Price | $ 0.50 |
Number of Shares Exercisable | shares | 364,189 |
Weighted Average Exercise Price, Exercisable | $ 0.51 |
Range of Exercise Prices Two [Member] | |
Range of Exercise Prices, Lower Limit | 0.97 |
Range of Exercise Prices, Upper limit | $ 2.49 |
Number of Shares Outstanding | shares | 422,785 |
Weighted Average Remaining Contractual Life (in years) | 3 years 7 months 6 days |
Weighted Average Exercise Price | $ 1.55 |
Number of Shares Exercisable | shares | 422,785 |
Weighted Average Exercise Price, Exercisable | $ 1.55 |
Range of Exercise Prices Three [Member] | |
Range of Exercise Prices, Lower Limit | 3.51 |
Range of Exercise Prices, Upper limit | $ 5.91 |
Number of Shares Outstanding | shares | 215,466 |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 25 days |
Weighted Average Exercise Price | $ 4.66 |
Number of Shares Exercisable | shares | 215,466 |
Weighted Average Exercise Price, Exercisable | $ 4.66 |
Range of Exercise Prices Four [Member] | |
Range of Exercise Prices, Lower Limit | 6.31 |
Range of Exercise Prices, Upper limit | $ 7.57 |
Number of Shares Outstanding | shares | 227,356 |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 25 days |
Weighted Average Exercise Price | $ 6.79 |
Number of Shares Exercisable | shares | 227,356 |
Weighted Average Exercise Price, Exercisable | $ 6.79 |
Range of Exercise Prices Five [Member] | |
Range of Exercise Prices, Lower Limit | 7.60 |
Range of Exercise Prices, Upper limit | $ 11.42 |
Number of Shares Outstanding | shares | 163,359 |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 25 days |
Weighted Average Exercise Price | $ 8.82 |
Number of Shares Exercisable | shares | 163,359 |
Weighted Average Exercise Price, Exercisable | $ 8.82 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of shares warrants, outstanding at beginning of year | 2,654,423 | 2,619,423 |
Number of shares warrants, granted | 35,000 | |
Number of shares warrants, exercised | ||
Number of shares warrants, forfeited or expired | ||
Number of shares warrants, outstanding at end of year | 2,654,423 | 2,654,423 |
Weighted average exercise price, outstanding at beginning of year | $ 1.46 | $ 1.48 |
Weighted average exercise price, granted | 0.13 | |
Weighted average exercise price, exercised | ||
Weighted average exercise price, forfeited or expired | ||
Weighted average exercise price, outstanding at end of year | $ 1.46 | $ 1.46 |
Finance Income (Expense), Net -
Finance Income (Expense), Net - Schedule of Finance Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
FINANCE EXPENSE, NET [Abstract] | |||
Interest income | $ 1 | $ 1 | |
Interest expense | [1] | (232) | (604) |
Exchange gain, net | 31 | ||
Finance income (expense), net | $ (231) | $ (572) | |
[1] | Interest expense includes $446 associated with the LT Loan in 2016 (see Note 5) and $123 and $56 with respect to Loans from Directors in the years ended December 31, 2017 and 2016, respectively (see Notes 6 and 18) |
Finance Income (Expense), Net70
Finance Income (Expense), Net - Schedule of Finance Income (Expense), Net (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loans from Directors [Member] | ||
Interest expense related to Leap Tide loan | $ 123 | $ 56 |
LT Loan [Member] | ||
Interest expense related to Leap Tide loan | $ 446 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation allowance, deferred tax asset, change in amount | $ 7,716 | |
U.S. Income Tax Rate | 34.00% | 34.00% |
Decrease In Federal Income Tax Rate [Member] | ||
U.S. Income Tax Rate | 21.00% | |
Federal Income Tax [Member] | ||
U.S. Income Tax Rate | 34.00% |
Income Taxes - Composition of L
Income Taxes - Composition of Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (2,142) | $ (142) |
Foreign | 60 | |
Loss from continuing operations before income taxes | $ (2,142) | $ (82) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Current State and local | ||
Current Foreign | 41 | |
Current Income Tax Expense (Benefit) | 41 | |
Deferred Federal | ||
Deferred State and local | ||
Deferred Foreign | 19 | |
Deferred Income Tax Expense (Benefit) | 19 | |
Total income tax expense | $ 41 | $ 19 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Federal Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal rates | 34.00% | 34.00% |
Increase (decrease) in income tax rate resulting from Tax on foreign activities | 2.00% | (2.00%) |
Increase (decrease) in income tax rate resulting from Other, net (primarily permanent differences) | (1.00%) | (200.00%) |
Increase (decrease) in income tax rate resulting from Valuation allowance | (37.00%) | 145.00% |
Effective income tax rates | (2.00%) | (23.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Employee benefits and deferred compensation | $ 1,089 | $ 1,745 |
Deferred tax assets, Investments and asset impairments | 1,772 | 2,619 |
Deferred tax assets, Other temporary differences | (686) | (807) |
Deferred tax assets Net operating loss and capital loss carryforwards | 15,643 | 21,977 |
Deferred Tax Assets, Gross | 17,818 | 25,534 |
Valuation allowance | (17,818) | (25,534) |
Net deferred tax assets |
Income Taxes - Summary of Tax L
Income Taxes - Summary of Tax Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2017USD ($) | |
Federal [Member] | ||
2,022 | ||
2023 – 2031 | 1,748 | |
2032-2034 | 45,957 | |
2035 - 2036 | 14,776 | |
Total | 62,481 | |
Capital Loss [Member] | ||
2,022 | 8,717 | |
2023 – 2031 | [1] | |
2032-2034 | ||
2035 - 2036 | ||
Total | 8,717 | |
State [Member] | ||
2,022 | ||
2023 – 2031 | ||
2032-2034 | 8,872 | |
2035 - 2036 | 4,179 | |
Total | $ 13,051 | |
[1] | The utilization of a portion of these net operating loss carryforwards may be limited due to limits on utilizing net operating loss carryforwards under Internal Revenue Service regulations following a change in control. |
Related Party Balances and Tr77
Related Party Balances and Transactions (Details Narrative) - USD ($) $ in Thousands | Feb. 16, 2017 | Apr. 29, 2016 | Apr. 29, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Consulting and other fees to directors | $ 94 | $ 101 | ||||||
Common stock issued | 30,302,271 | 30,124,494 | ||||||
Interest expense with respect to 2016 director loans | $ 56 | |||||||
Debt maturity description | April 30, 2018 or the receipt of proceeds from the sale of the Companys 41.2% ownership in DSIT. | |||||||
Debt interest rate | 8.00% | 3.15% | ||||||
Ownership interest | 41.20% | |||||||
Proceeds from debt | $ 400 | |||||||
Accrued interest | $ 107 | |||||||
Messrs Woolard [Member] | ||||||||
Retainer fees received by company's shares | $ 17 | |||||||
Common stock issued | 94,444 | |||||||
Jackson [Member] | ||||||||
Board fees received by company's shares | $ 15 | |||||||
Common stock issued | 83,333 | |||||||
Directors [Member] | ||||||||
Proceeds from related party debt | $ 300 | |||||||
Repayment of related party debt | $ 275 | |||||||
Percentage of interest repaid | 15.00% | |||||||
Director One [Member] | ||||||||
Proceeds from related party debt | $ 200 | |||||||
Percentage of borrowed amounts the company need to repay to each director | 115.00% | |||||||
Repayment of related party debt | $ 200 | |||||||
Director Two [Member] | ||||||||
Proceeds from related party debt | $ 100 | |||||||
Percentage of borrowed amounts the company need to repay to each director | 115.00% | |||||||
Principal amount converted to common stock | $ 100 | |||||||
Interest due converted into common stock | $ 15 | |||||||
Conversion of promissory note to common stock, shares | 465,587 | |||||||
Director Three [Member] | ||||||||
Proceeds from related party debt | $ 75 | |||||||
Percentage of borrowed amounts the company need to repay to each director | 115.00% | |||||||
Repayment of related party debt | $ 75 | |||||||
Board of Directors [Member] | ||||||||
Secured commitments from company's board of directors | $ 1,900 | |||||||
Funded amount | $ 900 | |||||||
Debt interest rate | 12.50% | |||||||
Ownership interest | 41.20% | |||||||
Director [Member] | ||||||||
Funded amount | $ 400 | |||||||
Director [Member] | Maximum [Member] | ||||||||
Additional commitment from the company's directors | $ 1,000 |
Segment Reporting and Geograp78
Segment Reporting and Geographic Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2017OperatingSegments | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
Segment Reporting and Geograp79
Segment Reporting and Geographic Information - Summary of Segmented Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | $ 4,350 | $ 8,659 | |
Intersegment revenues | |||
Segment gross profit | 2,447 | 3,525 | |
Depreciation and amortization | 75 | 146 | |
Segment income (loss) before income taxes | (871) | (1,128) | |
Segment assets | 2,844 | 2,552 | |
Expenditures for segment assets | 33 | ||
PG [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 3,355 | 2,903 | |
Intersegment revenues | |||
Segment gross profit | 2,017 | 1,516 | |
Depreciation and amortization | 58 | 65 | |
Segment income (loss) before income taxes | (531) | (848) | |
Segment assets | 1,398 | 1,673 | |
Expenditures for segment assets | |||
CP [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | 995 | 682 | |
Intersegment revenues | |||
Segment gross profit | 430 | 378 | |
Depreciation and amortization | 17 | 15 | |
Segment income (loss) before income taxes | (340) | (352) | |
Segment assets | 1,446 | 879 | |
Expenditures for segment assets | |||
Energy & Security Sonar Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | [1] | 4,620 | |
Intersegment revenues | [1] | ||
Segment gross profit | [1] | 1,517 | |
Depreciation and amortization | [1] | 53 | |
Segment income (loss) before income taxes | [1] | 82 | |
Segment assets | [1] | ||
Expenditures for segment assets | [1] | 30 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from external customers | [1] | 454 | |
Intersegment revenues | [1] | ||
Segment gross profit | [1] | 114 | |
Depreciation and amortization | [1] | 10 | |
Segment income (loss) before income taxes | [1] | (10) | |
Segment assets | [1] | ||
Expenditures for segment assets | [1] | $ 3 | |
[1] | Results for the year ended December 31, 2016, only include DSIT's results for the period January 1, 2016 to April 21, 2016. See Note 3. |
Segment Reporting and Geograp80
Segment Reporting and Geographic Information - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting [Abstract] | |||
Total net loss before income taxes for reportable segments | $ (871) | $ (1,118) | |
Other operational segment net income (loss) before income taxes | (10) | ||
Segment loss before income taxes | (871) | (1,128) | |
Gain on sale of interest in DSIT, net of transaction costs | 3,543 | ||
Unallocated net income (cost) of DSIT headquarters | [1] | 6 | |
Unallocated net cost of corporate headquarters | [2] | (1,271) | (2,491) |
Consolidated net loss before taxes on income | $ (2,142) | $ (82) | |
[1] | Results for the year ended December 31, 2016, only include DSIT's results for the period January 1, 2016 to April 21, 2016. See Note 3. | ||
[2] | Includes $22 and $89 of stock compensation expense for the years ended December 31, 2017 and 2016, respectively. Also includes $446 of interest expense associated with the LT Loan for the year ended December 31, 2016 (see Note 5) $107 and $56 of interest expense with respect to director loans for the years ended December 31, 2017 and 2016, respectively (See Note 18). |
Segment Reporting and Geograp81
Segment Reporting and Geographic Information - Schedule of Reconciliation of Segment Data to Consolidated Statement of Operations (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock compensation expense | $ 22 | $ 89 |
Director Loan [Member] | ||
Interest expense debt | $ 107 | 56 |
LT Loan [Member] | ||
Interest expense debt | $ 446 |
Segment Reporting and Geograp82
Segment Reporting and Geographic Information - Reconciliation of Segment Data to Consolidated Statement Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Total assets for reportable segments | $ 2,844 | $ 2,552 | |
Assets of discontinued operations | 119 | ||
Unallocated assets of OmniMetrix headquarters | 87 | 213 | |
Assets of corporate headquarters | [1] | 6,291 | 6,356 |
Total consolidated assets | $ 9,222 | $ 9,240 | |
[1] | Includes the investment in DSIT of $5,800 at December 31, 2017. Includes the investment in DSIT of $5,658 and the escrow deposit of $579 from the 2016 DSIT Transaction at December 31, 2016. |
Segment Reporting and Geograp83
Segment Reporting and Geographic Information - Reconciliation of Segment Data to Consolidated Statement Balance Sheet (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 21, 2016 |
Segment Reporting [Abstract] | |||
Investment in DSIT | $ 5,800 | $ 5,658 | $ 5,390 |
Escrow deposit | $ 579 |
Segment Reporting and Geograp84
Segment Reporting and Geographic Information - Reconciliation of Segment Assets - Other Significant Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation and amortization | $ 75 | $ 146 |
Expenditures for assets | 33 | |
Segment Total [Member] | ||
Depreciation and amortization | 75 | 143 |
Expenditures for assets | 33 | |
Adjustments [Member] | ||
Depreciation and amortization | 3 | |
Expenditures for assets |
Segment Reporting and Geograp85
Segment Reporting and Geographic Information - Schedule of Revenue from External Customers by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 4,350 | $ 8,659 |
United States [Member] | ||
Revenues | 4,327 | 3,550 |
Israel [Member] | ||
Revenues | 3,061 | |
Asia [Member] | ||
Revenues | 2,013 | |
Other [Member] | ||
Revenues | $ 23 | $ 35 |
Segment Reporting and Geograp86
Segment Reporting and Geographic Information - Revenues, Accounts Receivable and Unbilled Revenue from Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | $ 1,828 | ||
Major Customer balance percentage | 0.00% | 21.00% | |
Customer A [Member] | Accounts Receivable [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | [1],[2] | ||
Major Customer balance percentage | [1],[2] | 0.00% | 0.00% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | $ 1,295 | ||
Major Customer balance percentage | 0.00% | 15.00% | |
Customer B [Member] | Accounts Receivable [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | [1],[2] | ||
Major Customer balance percentage | [1],[2] | 0.00% | 0.00% |
Customer C [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | [1] | ||
Major Customer balance percentage | [1] | 0.00% | 0.00% |
Customer C [Member] | Accounts Receivable [Member] | |||
Revenue, Major Customer [Line Items] | |||
Major Customer balance | [2] | $ 297 | $ 283 |
Major Customer balance percentage | [2] | 27.00% | 28.00% |
[1] | Balance is not significant | ||
[2] | Following the closing of the 2016 DSIT Transaction (see Note 3), the Company no longer consolidates the assets, liabilities or results of DSIT, but rather reports its investment in DSIT using the equity method. Accordingly, the Company no longer reports DSIT’s Accounts Receivable or Unbilled Revenue balances. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Escrow deposits - continuing operations | $ 579 |
Escrow deposits - discontinued operations | 100 |
Total | 679 |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Escrow deposits - continuing operations | 579 |
Escrow deposits - discontinued operations | 100 |
Total | 679 |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Escrow deposits - continuing operations | |
Escrow deposits - discontinued operations | |
Total | |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Escrow deposits - continuing operations | |
Escrow deposits - discontinued operations | |
Total |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | Feb. 22, 2018 | Feb. 14, 2018 | Dec. 31, 2017 |
Accrued interest | $ 107 | ||
Subsequent Event [Member] | |||
Gross proceeds before transaction costs, professional fees and withholding taxes | $ 5,800 | ||
Transaction cost | 460 | ||
Withholding taxes | $ 388 | ||
Subsequent Event [Member] | 2018 DSIT Transaction [Member] | |||
Sale of DSIT Investment remaining interest | 41.15% | ||
Repayment of directors loans | $ 1,300 | ||
Subsequent Event [Member] | Repayment of Loans from Directors [Member] | |||
Accrued interest | $ 128 |