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DSIT Solutions, Ltd. ('DSIT')

12 Months Ended

Dec. 31, 2016

NOTE 3—DSIT SOLUTIONS, LTD. (“DSIT”)

On April 21, 2016 (the “Closing Date”), the Company closed on a transaction (the “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 expects the escrow deposit to be released 18 months from the Closing Date. The Company also paid an Israeli withholding tax of approximately $266 and incurred transaction costs of $184. In connection with the 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 DSIT Transaction as management does not believe it is probable that certain thresholds will be met. DSIT did not meet the operating result target for the 2016 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 DSIT Transaction, the Company’s holdings in DSIT were reduced from 78.7% to 41.2%, and subsequent to the DSIT Transaction, the Company has limited representation on the DSIT Board of directors. Accordingly, after the Closing Date, the Company no longer consolidates the results of DSIT.

Assets and liabilities related to the deconsolidated operations of DSIT are as follows:

	December 31, 2016		At the Closing Date		December 31, 2015
	(unaudited)		(unaudited)		(unaudited)
Current assets:
Cash and cash equivalents	$	1,047	$	516		7
Restricted deposits		2,648		2,517		2,172
Accounts receivable		2,825		5,166		5,826
Unbilled revenue		4,918		4,779		3,849
Inventory		481		297		230
Other current assets		795		935		698
Total current assets		12,714		14,210		12,782
Property and equipment, net		569		620		654
Severance assets		3,915		3,762		3,558
Restricted deposits		646		1,815		2,951
Due from Acorn		1,171		916		802
Goodwill		—		536		516
Other assets		339		80		124
Total assets	$	19,354	$	21,939		21,387

Current liabilities:
Short-term bank credit and current maturities of long-term bank debt	$	1,239	$	2,655		1,917
Accounts payable		1,461		2,072		1,869
Accrued payroll, payroll taxes and social benefits		1,142		1,286		1,261
Deferred revenue		431		2,219		3,487
Other current liabilities		2,736		1,615		1,417
Total current liabilities		7,009		9,847		9,951
Accrued severance		5,374		5,209		4,984
Other long-term liabilities		9		38		82
Total liabilities	$	12,392	$	15,094		15,017

The Due from Acorn balance at December 31, 2016 is comprised of a loan of $340 from DSIT and unreimbursed expenses of $591, 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 $240 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.

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 DSIT Transaction and for the year ended December 31, 2015 can be seen below:

	January 1, 2016 – April 21, 2016			Year ended December 31, 2015
	(unaudited)			(unaudited)
Revenue	$	5,074		$	13,501
Cost of sales		3,443			9,125
Gross profit		1,631			4,376
Research and development expenses, net		469			1,191
Selling, general and administrative expenses		1,063			3,162
Operating income		99			23
Finance expense, net		(39	)		(112	)
Income before income taxes		60			(89	)
Income tax expense		(19	)		(259	)
Net income		41			(348	)
Net income attributable to non-controlling interests		(9	)		49
Net loss attributable to Acorn Energy Inc.	$	32		$	(299	)

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 DSIT Transaction and the $13,100 value attributed to DSIT in the DSIT Transaction.

DSIT’s results and the Company’s share of its net income for the period from the Closing Date to December 31, 2016 can be seen below:

		(unaudited)

Revenue	$	11,777
Cost of sales		7,795
Gross profit		3,982
Research and development expenses, net		642
Selling, general and administrative expenses		2,721
Operating income		619
Finance expense, net		(134	)
Income before income taxes		485
Income tax benefit		169
Net income	$	654
Acorn’s share of net income in DSIT	$	268