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Discontinued Operations
 9 Months Ended
Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

NOTE 4—Discontinued Operations

 

(a) GridSense

 

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 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. If there are no indemnifiable claims against the indemnity escrow, $50 will be released to GridSense on January 7, 2017 and any balance shall be released on July 7, 2017.

 

Following the 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 is included in discontinued operations in the third quarter of 2016.

 

Following the sale, GridSense also 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 September 30, 2016, the third-party liquidator settled approximately $340 of outside creditor claims while disbursing approximately $33 to those creditors.

 

Assets and liabilities related to the discontinued operations of GridSense are as follows:

 

    As of  
    September 30, 2016     December 31, 2015  
             
Cash   $ 396     $ 48  
Other current assets and non-current assets     100       1,060  
Total assets   $ 496     $ 1,108  
Short-term bank credit   $ —     $ 138  
Accounts payable     619       950  
Accrued payroll, payroll taxes and social benefits     90       186  
Other current and non-current liabilities     509       572  
Total liabilities   $ 1,218     $ 1,846  

 

GridSense had a working agreement with its bank to allow GridSense to borrow against 80% of certain accounts receivable balances up to $750 at an interest equal to 1.25% per month. At December 31, 2015, GridSense was utilizing approximately $138 of its accounts receivable line. Such balance was repaid prior to the expiration of the accounts receivable line on July 16, 2016.

 

GridSense’s operating results for the three and nine months ended September 30, 2015 and 2016 are included in “Income (loss) from discontinued operations, net of income taxes” in the Company’s Condensed Consolidated Statements of Operations. Selected financial information for GridSense’s operations for the three and nine months ended September 30, 2016 and 2015 are presented below:

 

    Three months ended
September 30,		     Nine months ended
September 30,		  
    2016     2015     2016     2015  
Revenue   $ 5     $ 374     $ 212     $ 1,984  
Gross profit   $ 5     $ (392 )   $ 28     $ (119 )
                                 
Net income (loss)   $ 1,187     $ (1,584 )   $ (423 )   $ (3,478 )

 

(b) US Seismic Systems Inc. (“USSI”)

 

In early 2015, the Company’s Board of Directors decided that it would no longer continue to fund USSI’s activities following the significant decline in oil prices which led to significantly reduced demand for USSI’s products. At that time, USSI effectively suspended operations and terminated substantially all employees.

 

On September 28, 2015, the Board of Directors of USSI approved a motion to file a voluntary petition for protection under Chapter 7 of the United States Bankruptcy Code (a “Chapter 7 Bankruptcy”). Such filing was made on September 30, 2015. Under a Chapter 7 Bankruptcy, control of USSI no longer rests with the Company, but rather with a court-appointed trustee. Accordingly, effective September 30, 2015, the Company no longer consolidated the assets, liabilities or operating results of USSI.

 

USSI’s losses for the three and nine months ended September 30, 2015 are included in “Loss from discontinued operations, net of income taxes” in the Company’s Condensed Consolidated Statements of Operations. Selected financial information for USSI’s operations for the three and nine months ended September 30, 2015 is presented below:

 

    Three months ended
September 30, 2015		     Nine months ended
September 30, 2015		  
Revenues   $ 84     $ 163  
Gross profit   $ 18     $ (68 )
                 
Net income (loss)   $ 609     $ (772 )
Loss on deconsolidation   $ (401 )   $ (401 )
Net (income) loss attributable to non-controlling interests   $ (78 )   $ 98  
Net income (loss) attributable to Acorn Energy Inc.   $ 130     $ (1,075 )