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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)).