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Related Party Balances and Transactions

12 Months Ended

Dec. 31, 2017

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.