|
For the fiscal year ended December 31, 2013
|
Commission file number: 0-19771
|
Delaware
(State or other jurisdiction of incorporation or organization)
|
|
22-2786081
(I.R.S. Employer Identification No.)
|
|
|
|
3903 Centerville Road, Wilmington, Delaware
(Address of principal executive offices)
|
|
19807
(Zip Code)
|
Title of Class
|
Name of Each Exchange on Which Registered
|
|
|
Common Stock, par value $.01 per share
|
The NASDAQ Global Market
|
ITEM 1.
|
BUSINESS
|
•
|
Oil and Gas Sensor Systems
(formerly known as Energy and Security Sensor Systems). These products and services are provided by our US Seismic Systems, Inc. subsidiary ("USSI") which develops and produces “state of the art” fiber optic seismic sensing systems for enhancing the production of oil and gas from unconventional fields (requiring hydrofracking) and 4D seismic monitoring.
|
•
|
Energy & Security Sonar Solutions.
We provide 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 through our DSIT Solutions Ltd. ("DSIT") subsidiary.
|
•
|
Smart Grid Distribution Automation.
T
hese products and services are provided by our GridSense
®
subsidiaries (GridSense Inc. in the United States and GridSense Pty Ltd. and CHK GridSense Pty Ltd. in Australia - collectively "GridSense") which develop, market and sell remote monitoring and control systems to electric utilities and industrial facilities worldwide.
|
•
|
Power Generation ("PG") Monitoring.
These products and services are provided by our OmniMetrix
TM
, LLC (“OmniMetrix”) subsidiary, acquired in February 2012. OmniMetrix's PG products and services deliver critical, real-time machine information to customers and provide remote diagnostics that give users real-time visibility of their equipment.
|
|
|
Year ended December 31, 2013
|
||||||||||||||||||||||
|
|
DSIT
|
|
OmniMetrix
|
|
GridSense
|
|
USSI
|
|
Acorn
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
13,065
|
|
|
$
|
2,197
|
|
|
$
|
5,026
|
|
|
$
|
1,468
|
|
|
$
|
—
|
|
|
$
|
21,756
|
|
Cost of Sales
|
|
8,624
|
|
|
963
|
|
|
3,198
|
|
|
3,815
|
|
|
—
|
|
|
16,600
|
|
||||||
Gross profit
|
|
4,441
|
|
|
1,234
|
|
|
1,828
|
|
|
(2,347
|
)
|
|
—
|
|
|
5,156
|
|
||||||
Gross profit margin
|
|
34
|
%
|
|
56
|
%
|
|
36
|
%
|
|
(160
|
)%
|
|
|
|
24
|
%
|
|||||||
R& D expenses, net of credits
|
|
1,511
|
|
|
647
|
|
|
2,118
|
|
|
3,899
|
|
|
—
|
|
|
8,175
|
|
||||||
Selling, general and administrative expenses
|
|
3,328
|
|
|
4,544
|
|
|
3,516
|
|
|
3,360
|
|
|
5,068
|
|
|
19,816
|
|
||||||
Impairment of intangibles
|
|
—
|
|
|
6,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,731
|
|
||||||
Restructuring and related charges
|
|
—
|
|
|
795
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
1,389
|
|
||||||
Operating loss
|
|
$
|
(398
|
)
|
|
$
|
(11,483
|
)
|
|
$
|
(4,400
|
)
|
|
$
|
(9,606
|
)
|
|
$
|
(5,068
|
)
|
|
$
|
(30,955
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Year ended December 31, 2012
|
||||||||||||||||||||||
|
|
DSIT
|
|
OmniMetrix
|
|
GridSense
|
|
USSI
|
|
Acorn
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
13,632
|
|
|
$
|
661
|
|
|
$
|
3,662
|
|
|
$
|
1,464
|
|
|
$
|
—
|
|
|
$
|
19,419
|
|
Cost of Sales
|
|
8,563
|
|
|
474
|
|
|
2,694
|
|
|
2,485
|
|
|
—
|
|
|
14,216
|
|
||||||
Gross profit
|
|
5,069
|
|
|
187
|
|
|
968
|
|
|
(1,021
|
)
|
|
—
|
|
|
5,203
|
|
||||||
Gross profit margin
|
|
37
|
%
|
|
28
|
%
|
|
26
|
%
|
|
(70
|
)%
|
|
|
|
27
|
%
|
|||||||
R& D expenses, net of credits
|
|
1,048
|
|
|
341
|
|
|
1,624
|
|
|
3,577
|
|
|
—
|
|
|
6,590
|
|
||||||
Selling, general and administrative expenses
|
|
3,245
|
|
|
2,490
|
|
|
4,550
|
|
|
3,826
|
|
|
5,250
|
|
|
19,361
|
|
||||||
Operating income (loss)
|
|
$
|
776
|
|
|
$
|
(2,644
|
)
|
|
$
|
(5,206
|
)
|
|
$
|
(8,424
|
)
|
|
$
|
(5,250
|
)
|
|
$
|
(20,748
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three months ended December 31, 2013
|
||||||||||||||||||||||
|
|
DSIT
|
|
OmniMetrix
|
|
GridSense
|
|
USSI
|
|
Acorn
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
3,434
|
|
|
$
|
588
|
|
|
$
|
1,483
|
|
|
$
|
320
|
|
|
$
|
—
|
|
|
$
|
5,825
|
|
Cost of Sales
|
|
2,615
|
|
|
228
|
|
|
1,153
|
|
|
1,129
|
|
|
—
|
|
|
5,125
|
|
||||||
Gross profit
|
|
819
|
|
|
360
|
|
|
330
|
|
|
(809
|
)
|
|
—
|
|
|
700
|
|
||||||
Gross profit margin
|
|
24
|
%
|
|
61
|
%
|
|
22
|
%
|
|
(253
|
)%
|
|
|
|
|
12
|
%
|
||||||
R& D expenses, net of credits
|
|
365
|
|
|
148
|
|
|
331
|
|
|
995
|
|
|
—
|
|
|
1,839
|
|
||||||
Selling, general and administrative expenses
|
|
825
|
|
|
876
|
|
|
809
|
|
|
982
|
|
|
1,103
|
|
|
4,595
|
|
||||||
Impairment of intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring and related charges
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Operating loss
|
|
$
|
(371
|
)
|
|
$
|
(687
|
)
|
|
$
|
(810
|
)
|
|
$
|
(2,786
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
(5,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three months ended December 31, 2012
|
||||||||||||||||||||||
|
|
DSIT
|
|
OmniMetrix
|
|
GridSense
|
|
USSI
|
|
Acorn
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
3,598
|
|
|
$
|
273
|
|
|
$
|
778
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
4,796
|
|
Cost of Sales
|
|
2,162
|
|
|
158
|
|
|
1,051
|
|
|
396
|
|
|
—
|
|
|
3,767
|
|
||||||
Gross profit
|
|
1,436
|
|
|
115
|
|
|
(273
|
)
|
|
(249
|
)
|
|
—
|
|
|
1,029
|
|
||||||
Gross profit margin
|
|
40
|
%
|
|
42
|
%
|
|
(35
|
)%
|
|
(169
|
)%
|
|
|
|
|
21
|
%
|
||||||
R& D expenses, net of credits
|
|
259
|
|
|
133
|
|
|
510
|
|
|
917
|
|
|
—
|
|
|
1,819
|
|
||||||
Selling, general and administrative expenses
|
|
1,021
|
|
|
957
|
|
|
1,041
|
|
|
1,228
|
|
|
1,223
|
|
|
5,470
|
|
||||||
Operating income (loss)
|
|
$
|
156
|
|
|
$
|
(975
|
)
|
|
$
|
(1,824
|
)
|
|
$
|
(2,394
|
)
|
|
$
|
(1,223
|
)
|
|
$
|
(6,260
|
)
|
•
|
Cost - downhole digital sensor arrays using existing technology cost $4M to $6M per system. The equivalent USSI downhole system sells for a fraction (typically one-third) of that price.
|
•
|
Reliability - existing technology requires expensive downhole electronics that cannot be serviced or repaired if permanently installed. The USSI system has no downhole electronics.
|
•
|
High Temperature Operation - Many of the downhole applications require sensors to operate at temperatures up to 400
o
Fahrenheit which is well within USSI's capabilities. There are no digital downhole systems on the market capable of operating at these temperatures.
|
•
|
Frequency Bandwidth - The limited frequency range of the legacy downhole seismic sensors limits their ability to capture the very low frequency events or the high frequency events commonly associated with microseismic monitoring during hydrofracking, missing up to 90 per cent of the microseismic signals. USSI’s wide bandwidth sensor is designed to capture the majority of the microseismic signals.
|
•
|
Noise Floor - USSI's downhole sensors have the lowest noise floor across the frequency range of interest for microseismic monitoring applications. This enables the detection of very quiet signals.
|
•
|
Transformer IQ
®
- The Transformer IQ
®
is a comprehensive, cost-effective monitoring system that monitors from the substation to the residential transformer all transformer failure parameters.
|
•
|
Line IQ
®
Systems - The Line IQ
®
provides real-time monitoring of events, load, voltage and temperatures with intelligent algorithms for accurate fault detection and overhead line condition monitoring.
|
•
|
PowerMonic
TM
- The PowerMonic
TM
range of outdoor power analyzers and analytical software provides portable, comprehensive monitoring of low-voltage circuits, including power quality profiles, transient recordings, RMS event captures, flicker, sags and swells, and remote capabilities.
|
•
|
HighV
TM
Camera - HighV
TM
Camera provides high-voltage inspection for energized assets to 345kV phase to phase, with one-touch still image or video capture, is Android tablet optimized for maximum functionality, and offers rapid deployment via hotstick.
|
•
|
Grid InSite
TM
- An intuitive, integrated software platform for configuring GridSense network monitoring devices, accessing their data, and turning that data into actionable, smart grid intelligence.
|
•
|
DistributionIQ
®
- A robust platform for battery- and maintenance-free remote monitoring of non-transformer assets and applications, including fixed capacitor banks, underground cables, and underground line faults.
|
•
|
DemandIQ
TM
- Uses TransformerIQ
®
to detect overload conditions at the poletop transformer and, in conjunction with proprietary algorithms developed at San Diego Gas and Electric, perform direct load shedding within the household.
|
(1)
|
Independent monitoring organizations (such as OmniMetrix) who produce the monitoring systems, but not the equipment being monitored. Among these are companies such as Ayantra, FleetZOOM, Gen-Tracker, and PointGuard. PointGuard is owned by a Caterpillar dealer, and focuses its business on the Caterpillar channel. Today it offers an array of diagnostic capabilities. The other three competitors operate in the reactive “failure notification” mode described in the early stages of the OmniMetrix business model. In the past, those competitors positioned themselves at a lower performance, lower price quadrant of the market. Following its acquisition by Acorn, OmniMetrix began an aggressive push into lower price offerings, while providing significantly higher performance than the competition.
|
(2)
|
OEMs such as generator manufacturers or generator controls manufacturers have begun offering customer connectivity to their machinery. They offer a current generation connectivity replacing telephone dial-up modems that had been used in the past. Their offerings are limited to their own brands, so they do not fit into a broad application such as does the OmniMetrix
SmartService
TM
,
supporting service organizations that service all brands. They are also generally designed for the machine owners' use, in a reactive application. Deep Sea Electronics offers wireless devices to allow remote access to generators with some of their controls. Similarly, Cummins Power Generation offers a device that allows their machine owners to browse directly into the generator. This device is only valid for certain types of their generators.
|
|
|
Backlog at December 31, 2013
|
|
Amount expected to be completed in 2014
|
||||
DSIT Solutions
|
|
$
|
13.4
|
|
|
$
|
7.0
|
|
GridSense *
|
|
0.8
|
|
|
0.8
|
|
||
OmniMetrix
|
|
1.8
|
|
|
1.6
|
|
||
USSI
|
|
2.5
|
|
|
2.5
|
|
||
Total
|
|
$
|
18.5
|
|
|
$
|
11.9
|
|
|
||||||||||||
|
|
Full-time employee count at December 31, 2013
|
||||||||||
|
|
U.S
|
|
Australia
|
|
Israel
|
|
Total
|
||||
DSIT Solutions
|
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
GridSense
|
|
28
|
|
|
9
|
|
|
—
|
|
|
37
|
|
OmniMetrix
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
USSI
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Acorn
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Total
|
|
108
|
|
|
9
|
|
|
62
|
|
|
179
|
|
|
|
Full-time employee count at December 31, 2013
|
||||||||||
|
|
Production, Engineering and Technical Support
|
|
Marketing and Sales
|
|
Management, Administrative and Finance
|
|
Total
|
||||
DSIT Solutions
|
|
49
|
|
|
3
|
|
|
10
|
|
|
62
|
|
GridSense
|
|
24
|
|
|
7
|
|
|
6
|
|
|
37
|
|
OmniMetrix
|
|
14
|
|
|
9
|
|
|
3
|
|
|
26
|
|
USSI
|
|
42
|
|
|
2
|
|
|
6
|
|
|
50
|
|
Acorn
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Total
|
|
129
|
|
|
21
|
|
|
29
|
|
|
179
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
failure of the acquired companies to achieve the results we expect;
|
•
|
inability to retain key personnel of the acquired companies;
|
•
|
dilution of existing stockholders;
|
•
|
potential disruption of our ongoing business activities and distraction of our management;
|
•
|
difficulties in retaining business relationships with suppliers and customers of the acquired companies;
|
•
|
difficulties in coordinating and integrating overall business strategies, sales and marketing, and research and development efforts; and
|
•
|
difficulties in establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.
|
•
|
quarter-to-quarter variations in our operating results;
|
•
|
announcements of changes in our senior management;
|
•
|
the gain or loss of one or more significant customers or suppliers;
|
•
|
announcements of technological innovations or new products by our competitors, customers or us;
|
•
|
the gain or loss of market share in any of our markets;
|
•
|
changes in accounting rules;
|
•
|
changes in investor perceptions; or
|
•
|
changes in expectations relating to our products, plans and strategic position or those of our competitors or customers.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
High
|
|
Low
|
||||
2012:
|
|
|
|
|
||||
First Quarter
|
|
$
|
11.00
|
|
|
$
|
6.11
|
|
Second Quarter
|
|
13.20
|
|
|
7.74
|
|
||
Third Quarter
|
|
11.00
|
|
|
7.84
|
|
||
Fourth Quarter
|
|
9.24
|
|
|
7.06
|
|
||
2013:
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
8.39
|
|
|
$
|
6.16
|
|
Second Quarter
|
|
9.24
|
|
|
6.35
|
|
||
Third Quarter
|
|
9.90
|
|
|
5.75
|
|
||
Fourth Quarter
|
|
6.08
|
|
|
2.85
|
|
Record Dates
|
|
Payment Dates
|
|
Per Share
|
||
Year ended December 31, 2012
|
|
|
|
|
||
December 30, 2011*
|
|
January 9, 2012
|
|
$
|
0.050
|
|
February 20, 2012
|
|
March 1, 2012
|
|
$
|
0.035
|
|
May 15, 2012
|
|
June 1, 2012
|
|
$
|
0.035
|
|
August 17, 2012
|
|
September 4, 2012
|
|
$
|
0.035
|
|
November 15, 2012
|
|
December 3, 2012
|
|
$
|
0.035
|
|
Total
|
|
|
|
$
|
0.190
|
|
|
|
|
|
|
||
Year ended December 31, 2013
|
|
|
|
|
|
|
February 20, 2013
|
|
March 4, 2013
|
|
$
|
0.035
|
|
Total
|
|
|
|
$
|
0.035
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Revenues
|
|
$
|
9,219
|
|
|
$
|
14,244
|
|
|
$
|
18,928
|
|
|
$
|
19,419
|
|
|
$
|
21,756
|
|
Cost of sales
|
|
5,264
|
|
|
8,200
|
|
|
12,015
|
|
|
14,216
|
|
|
16,600
|
|
|||||
Gross profit
|
|
3,955
|
|
|
6,044
|
|
|
6,913
|
|
|
5,203
|
|
|
5,156
|
|
|||||
Research and development expenses, net
|
|
457
|
|
|
965
|
|
|
2,995
|
|
|
6,590
|
|
|
8,175
|
|
|||||
Selling, general and administrative expenses
|
|
5,702
|
|
|
10,440
|
|
|
11,952
|
|
|
19,361
|
|
|
19,816
|
|
|||||
Impairments
|
|
81
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
6,731
|
|
|||||
Restructuring and related charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|||||
Operating loss
|
|
(2,285
|
)
|
|
(6,527
|
)
|
|
(8,034
|
)
|
|
(20,748
|
)
|
|
(30,955
|
)
|
|||||
Finance income (expense), net
|
|
(71
|
)
|
|
(224
|
)
|
|
(26
|
)
|
|
57
|
|
|
122
|
|
|||||
Gain on sale of shares in Comverge
|
|
1,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on investment in GridSense
|
|
—
|
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Distributions received from EnerTech
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on sale of EnerTech
|
|
—
|
|
|
(1,821
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of HangXing
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|||||
Loss from operations before taxes on income
|
|
(953
|
)
|
|
(7,110
|
)
|
|
(7,568
|
)
|
|
(20,691
|
)
|
|
(30,833
|
)
|
|||||
Income tax benefit (expense)
|
|
719
|
|
|
(671
|
)
|
|
12,767
|
|
|
2,956
|
|
|
(156
|
)
|
|||||
Income (loss) from operations of the Company and its consolidated subsidiaries
|
|
(234
|
)
|
|
(7,781
|
)
|
|
5,199
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||||
Share of income in Paketeria
|
|
263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share of losses in GridSense
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
|
(100
|
)
|
|
(7,781
|
)
|
|
5,199
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||||
Gain on the sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
31,069
|
|
|
—
|
|
|
—
|
|
|||||
Loss from discontinued operations, net of income taxes
|
|
(6,076
|
)
|
|
(17,969
|
)
|
|
(1,948
|
)
|
|
—
|
|
|
—
|
|
|||||
Non-controlling interest share of loss from discontinued operations
|
|
626
|
|
|
67
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
|
(5,550
|
)
|
|
(25,683
|
)
|
|
34,860
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||||
Net (income) loss attributable to non-controlling interests
|
|
(206
|
)
|
|
595
|
|
|
549
|
|
|
1,024
|
|
|
1,275
|
|
|||||
Net income (loss) attributable to Acorn Energy, Inc. shareholders
|
|
$
|
(5,756
|
)
|
|
$
|
(25,088
|
)
|
|
$
|
35,409
|
|
|
$
|
(16,711
|
)
|
|
$
|
(29,714
|
)
|
Basic net income (loss) per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
|
$
|
(0.02
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
0.33
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Discontinued operations
|
|
(0.48
|
)
|
|
(1.20
|
)
|
|
1.70
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) per share attributable to Acorn Energy, Inc. shareholders
|
|
$
|
(0.50
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
2.03
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc shareholders - basic
|
|
11,445
|
|
|
14,910
|
|
|
17,462
|
|
|
17,891
|
|
|
18,916
|
|
|||||
Diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
|
$
|
(0.02
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Discontinued operations
|
|
(0.48
|
)
|
|
(1.20
|
)
|
|
1.67
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) per share
|
|
$
|
(0.50
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
1.99
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc shareholders - diluted
|
|
11,445
|
|
|
14,910
|
|
|
17,743
|
|
|
17,891
|
|
|
18,916
|
|
|
|
As of December 31,
|
|||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|||||||||
|
|
(in thousands, except per share data)
|
|||||||||||||||||
Working capital
|
|
$
|
16,220
|
|
|
$
|
14,599
|
|
|
$
|
60,217
|
|
|
$
|
35,958
|
|
|
22,080
|
|
Total assets
|
|
48,735
|
|
|
59,785
|
|
|
85,805
|
|
|
67,336
|
|
|
50,956
|
|
||||
Short-term and long-term debt
|
|
635
|
|
|
1,610
|
|
|
818
|
|
|
153
|
|
|
2,303
|
|
||||
Total Acorn Energy, Inc. shareholders’ equity
|
|
30,777
|
|
|
33,373
|
|
|
69,651
|
|
|
51,659
|
|
|
32,399
|
|
||||
Non-controlling interests
|
|
5,321
|
|
|
8,504
|
|
|
(84
|
)
|
|
286
|
|
|
(887
|
)
|
||||
Total equity
|
|
36,098
|
|
|
41,877
|
|
|
69,567
|
|
|
51,945
|
|
|
31,512
|
|
||||
Cash dividends paid per share
|
|
—
|
|
|
—
|
|
|
0.035
|
|
|
0.190
|
|
|
0.035
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Prove that our tool works. Customer feedback from the trials to date are telling us that our data is excellent and that we meet or exceed our own published specs, but we need to solve our deployment challenges in order to position ourselves to fulfill commercial-level sales;
|
•
|
Confirm through further testing that the data we collect has economic value to our target customers. We expect to do this by further field trials with producers and the oilfield services companies that support them and are in active discussions now for more of these projects;
|
•
|
Increase opportunities to attract early adopters of our technology by considering building, as capital permits, a “fleet” of rental arrays to reduce the economic hurdle to their evaluation of our products; and
|
•
|
Reach a level of industry adoption and sales where we can either operate USSI profitably on our own, attract a partner with the financial and other resources necessary to scale the business, or monetize our investment through a sale or other strategic event.
|
i)
|
The date of consummation of an IPO (as defined in the Plan); or
|
ii)
|
The date of consummation of a Corporate Transaction (as defined in the Plan); or
|
iii)
|
The date of termination or resignation of Optionee’s employment with DSIT, for any reason excluding termination for cause, provided that on the date of termination the Optionee was employed by DSIT for a continuous period of at least 25 years.
|
|
|
2011
|
|
2012
|
|
2013
|
||||||
|
|
(in thousands of U.S dollars)
|
||||||||||
Transformer IQ
®
|
|
$
|
2,696
|
|
|
$
|
693
|
|
|
$
|
2,091
|
|
Line IQ
®
|
|
1,187
|
|
|
995
|
|
|
1,118
|
|
|||
PowerMonic
™
|
|
2,891
|
|
|
1,376
|
|
|
995
|
|
|||
Other
|
|
345
|
|
|
598
|
|
|
822
|
|
|||
Total
|
|
$
|
7,119
|
|
|
$
|
3,662
|
|
|
$
|
5,026
|
|
|
|
Year ended December 31,
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|||||
Revenues
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of sales
|
|
57
|
|
|
58
|
|
|
63
|
|
|
73
|
|
|
76
|
|
Gross profit
|
|
43
|
|
|
42
|
|
|
37
|
|
|
27
|
|
|
24
|
|
Research and development expenses, net
|
|
5
|
|
|
7
|
|
|
16
|
|
|
34
|
|
|
38
|
|
Selling, general and administrative expenses
|
|
62
|
|
|
73
|
|
|
63
|
|
|
100
|
|
|
91
|
|
Impairments
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Restructuring and related charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Operating loss
|
|
(25
|
)
|
|
(46
|
)
|
|
(42
|
)
|
|
(107
|
)
|
|
(142
|
)
|
Finance income (expense), net
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
Gain on sale of shares in Comverge
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on investment in GridSense
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Distributions received from EnerTech
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain on sale of HangXing
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Loss on sale of EnerTech
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Loss from operations before taxes on income
|
|
(10
|
)
|
|
(50
|
)
|
|
(40
|
)
|
|
(107
|
)
|
|
(142
|
)
|
Income tax benefit (expense)
|
|
8
|
|
|
(5
|
)
|
|
67
|
|
|
15
|
|
|
(1
|
)
|
Income (loss) from operations of the Company and its consolidated subsidiaries
|
|
(3
|
)
|
|
(55
|
)
|
|
27
|
|
|
(91
|
)
|
|
(142
|
)
|
Share of income (losses) in Paketeria
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Share of losses in GridSense
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net income (loss) from continuing operations
|
|
(1
|
)
|
|
(55
|
)
|
|
27
|
|
|
(91
|
)
|
|
(142
|
)
|
Loss from discontinued operations, net of income taxes
|
|
(66
|
)
|
|
(126
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
Gain on the sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
Non-controlling interest share of loss from discontinued operations
|
|
7
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Net income (loss)
|
|
(60
|
)
|
|
(181
|
)
|
|
184
|
|
|
(91
|
)
|
|
(142
|
)
|
Net income (loss) attributable to non-controlling interests
|
|
(2
|
)
|
|
4
|
|
|
3
|
|
|
5
|
|
|
6
|
|
Net income (loss) attributable to Acorn Energy, Inc. shareholders
|
|
(62
|
)
|
|
(177
|
)
|
|
187
|
|
|
(86
|
)
|
|
(137
|
)
|
|
|
Energy & Security Sonar Solutions
|
|
GridSense
|
|
Oil & Gas Sensor Systems
|
|
Power Generation Monitoring
|
|
Other
|
|
Total
|
||||||||||||
|
|
(in thousands, except percentages)
|
||||||||||||||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
$
|
11,815
|
|
|
$
|
5,026
|
|
|
$
|
1,468
|
|
|
$
|
1,671
|
|
|
$
|
1,776
|
|
|
$
|
21,756
|
|
Percentage of total revenues from external customers
|
|
54
|
%
|
|
23
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
|
100
|
%
|
||||||
Segment gross profit
|
|
3,817
|
|
|
1,828
|
|
|
(2,347
|
)
|
|
867
|
|
|
991
|
|
|
5,156
|
|
||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
$
|
12,229
|
|
|
$
|
3,662
|
|
|
$
|
1,464
|
|
|
$
|
502
|
|
|
$
|
1,562
|
|
|
$
|
19,419
|
|
Percentage of total revenues from external customers
|
|
63
|
%
|
|
19
|
%
|
|
8
|
%
|
|
3
|
%
|
|
8
|
%
|
|
100
|
%
|
||||||
Segment gross profit
|
|
4,465
|
|
|
968
|
|
|
(1,021
|
)
|
|
129
|
|
|
662
|
|
|
5,203
|
|
||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
$
|
9,104
|
|
|
$
|
7,119
|
|
|
$
|
1,316
|
|
|
$
|
—
|
|
|
$
|
1,389
|
|
|
$
|
18,928
|
|
Percentage of total revenues from external customers
|
|
48
|
%
|
|
38
|
%
|
|
7
|
%
|
|
—
|
%
|
|
7
|
%
|
|
100
|
%
|
||||||
Segment gross profit
|
|
3,019
|
|
|
3,327
|
|
|
(98
|
)
|
|
—
|
|
|
665
|
|
|
6,913
|
|
|
|
Years Ending December 31,
(in thousands)
|
||||||||||||||||||
|
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019 and
thereafter
|
||||||||||
Bank and other debt, utilized lines-of-credit and capital leases
|
|
$
|
2,303
|
|
|
$
|
2,303
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
|
2,695
|
|
|
978
|
|
|
1,351
|
|
|
257
|
|
|
109
|
|
|||||
Potential severance obligations (1)
|
|
5,072
|
|
|
249
|
|
|
1,326
|
|
|
135
|
|
|
3,362
|
|
|||||
Minimum royalty payments (2) (3) (4)
|
|
400
|
|
|
50
|
|
|
100
|
|
|
100
|
|
|
150
|
|
|||||
Total contractual cash obligations
|
|
$
|
10,470
|
|
|
$
|
3,580
|
|
|
$
|
2,777
|
|
|
$
|
492
|
|
|
$
|
3,621
|
|
|
|
2012
|
|
2013
|
||||||||||||||||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Revenues
|
|
$
|
4,183
|
|
|
$
|
5,727
|
|
|
$
|
4,713
|
|
|
$
|
4,796
|
|
|
$
|
5,716
|
|
|
$
|
5,233
|
|
|
$
|
4,982
|
|
|
$
|
5,825
|
|
Cost of sales
|
|
2,983
|
|
|
4,241
|
|
|
3,225
|
|
|
3,767
|
|
|
3,591
|
|
|
3,961
|
|
|
3,923
|
|
|
5,125
|
|
||||||||
Gross profit
|
|
1,200
|
|
|
1,486
|
|
|
1,488
|
|
|
1,029
|
|
|
2,125
|
|
|
1,272
|
|
|
1,059
|
|
|
700
|
|
||||||||
Research and development expenses, net
|
|
1,318
|
|
|
1,699
|
|
|
1,754
|
|
|
1,819
|
|
|
2,001
|
|
|
2,116
|
|
|
2,219
|
|
|
1,839
|
|
||||||||
Selling, general and administrative expenses
|
|
4,229
|
|
|
4,390
|
|
|
5,272
|
|
|
5,470
|
|
|
5,256
|
|
|
4,970
|
|
|
4,995
|
|
|
4,595
|
|
||||||||
Impairments of goodwill and intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
5,615
|
|
|
—
|
|
||||||||
Restructuring and related charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
|
772
|
|
|
23
|
|
||||||||
Operating loss
|
|
(4,347
|
)
|
|
(4,603
|
)
|
|
(5,538
|
)
|
|
(6,260
|
)
|
|
(5,132
|
)
|
|
(7,524
|
)
|
|
(12,542
|
)
|
|
(5,757
|
)
|
||||||||
Finance income (expense), net
|
|
(23
|
)
|
|
130
|
|
|
(160
|
)
|
|
110
|
|
|
14
|
|
|
75
|
|
|
(9
|
)
|
|
42
|
|
||||||||
Loss before taxes on income
|
|
(4,370
|
)
|
|
(4,473
|
)
|
|
(5,698
|
)
|
|
(6,150
|
)
|
|
(5,118
|
)
|
|
(7,449
|
)
|
|
(12,551
|
)
|
|
(5,715
|
)
|
||||||||
Income tax benefit (expense)
|
|
(75
|
)
|
|
1,064
|
|
|
1,487
|
|
|
480
|
|
|
(69
|
)
|
|
(16
|
)
|
|
(143
|
)
|
|
72
|
|
||||||||
Net loss
|
|
(4,445
|
)
|
|
(3,409
|
)
|
|
(4,211
|
)
|
|
(5,670
|
)
|
|
(5,187
|
)
|
|
(7,465
|
)
|
|
(12,694
|
)
|
|
(5,643
|
)
|
||||||||
Net loss attributable to non-controlling interests
|
|
256
|
|
|
205
|
|
|
276
|
|
|
287
|
|
|
212
|
|
|
291
|
|
|
382
|
|
|
390
|
|
||||||||
Net loss attributable to Acorn
Energy, Inc
|
|
$
|
(4,189
|
)
|
|
$
|
(3,204
|
)
|
|
$
|
(3,935
|
)
|
|
$
|
(5,383
|
)
|
|
$
|
(4,975
|
)
|
|
$
|
(7,174
|
)
|
|
$
|
(12,312
|
)
|
|
$
|
(5,253
|
)
|
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total attributable to Acorn Energy, Inc. shareholders.
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
(0.24
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. – basic and diluted
|
|
17,680
|
|
|
17,912
|
|
|
17,934
|
|
|
18,038
|
|
|
18,077
|
|
|
18,091
|
|
|
18,091
|
|
|
21,450
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
Christopher E. Clouser
|
|
62
|
|
Director, Chairman of the Board, Chairman of our Compensation Committee and member of our Audit and Nominating Committees
|
John A. Moore
|
|
48
|
|
Director, President and Chief Executive Officer
|
Mannie L. Jackson
|
|
74
|
|
Director and member of our Compensation Committee
|
Robert E. McKee III
|
|
67
|
|
Director and Chairman of our Nominating Committee
|
Andy H. Sassine
|
|
49
|
|
Director and member of our Audit Committee
|
Samuel M. Zentman
|
|
68
|
|
Director and Chairman of our Audit Committee
|
Jim Andersen
|
|
58
|
|
Chief Executive Officer and President of USSI
|
Joseph Musanti
|
|
56
|
|
Chief Operating Officer of the Company, Chief Executive Officer and President of OmniMetrix and GridSense, Chief Financial Officer of USSI
|
Benny Sela
|
|
66
|
|
Chief Executive Officer and President of DSIT
|
Michael Barth
|
|
53
|
|
Chief Financial Officer of the Company and DSIT
|
Heather K. Mallard
|
|
50
|
|
Vice President, General Counsel & Secretary
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Option
Awards ($)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|||||
John A. Moore
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
President and CEO
|
|
2013
|
|
402,864
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
(1)
|
414,864
|
|
|
|
2012
|
|
375,000
|
|
|
—
|
|
|
213,189
|
|
(2)
|
27,000
|
|
(3)
|
615,189
|
|
|
|
2011
|
|
325,962
|
|
|
596,890
|
|
|
124,232
|
|
(4)
|
12,000
|
|
(1)
|
1,059,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Michael Barth
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CFO and CFO of DSIT
|
|
2013
|
|
191,195
|
|
|
—
|
|
|
—
|
|
|
30,114
|
|
(5)
|
221,309
|
|
|
|
2012
|
|
183,192
|
|
|
13,305
|
|
|
88,308
|
|
(6)
|
26,756
|
|
(5)
|
311,561
|
|
|
|
2011
|
|
188,529
|
|
|
90,000
|
|
|
—
|
|
|
33,637
|
|
(5)
|
312,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Richard Rimer
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Former Vice-Chairman and Executive Vice-President
|
|
2013
|
|
430,080
|
|
(7)
|
—
|
|
|
—
|
|
|
15,000
|
|
(8)
|
445,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Benny Sela
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CEO and President of DSIT
|
|
2013
|
|
235,685
|
|
|
78,838
|
|
|
—
|
|
|
39,288
|
|
(5)
|
353,811
|
|
|
|
2012
|
|
205,549
|
|
|
90,125
|
|
|
—
|
|
|
35,326
|
|
(5)
|
331,000
|
|
|
|
2011
|
|
210,509
|
|
|
67,168
|
|
|
—
|
|
|
39,863
|
|
(5)
|
317,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Joseph Musanti
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
COO of Acorn, CEO and President of GridSense and OmniMetrix, CFO of USSI
|
|
2013
|
|
250,000
|
|
|
10,000
|
|
(9)
|
49,315
|
|
(10)
|
3,000
|
|
(11)
|
312,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists of automobile expense allowance.
|
(2)
|
Represents the grant date fair value calculated in accordance with applicable accounting principles with respect to 50,000 stock options granted on December 13, 2012 with an exercise price of $7.57.The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 1.72% (ii) an expected term of 9.5 years (iii) an assumed volatility of 57% and (iv) an annual rate of quarterly dividends of 1.85%.
|
(3)
|
Consists of automobile expense allowance ($12,000) and the reimbursement of legal expenses ($15,000) associated with the costs of Mr. Moore's new employment agreement.
|
(4)
|
Represents the grant date fair value calculated in accordance with applicable accounting principles with respect to 66,666 stock options granted on March 14, 2011 with an exercise price of $3.70.The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 2.0% (ii) an expected term of 4.5 years (iii) an assumed volatility of 61% and (iv) no dividends.
|
(5)
|
Consists of automobile fringe benefits and the gross up value of income taxes on such benefits.
|
(6)
|
Represents the grant date fair value calculated in accordance with applicable accounting principles with respect to 25,000 stock options granted on December 13, 2012 with an exercise price of $7.57.The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 1.11% (ii) an expected term of 6.7 years (iii) an assumed volatility of 57% and (iv) an annual rate of quarterly dividends of 1.85%.
|
(7)
|
Includes $73,728 termination payment in connection with ending his consulting agreement effective December 31, 2013.
|
(8)
|
Includes $15,000 for the reimbursement of legal expenses associated with the costs of Mr. Rimer's consulting agreement.
|
(9)
|
Represents a signing bonus.
|
(10)
|
Represents the grant date fair value calculated in accordance with applicable accounting principles with respect to 50,000 USSI stock options granted on January 1, 2013 with an exercise price of $1.72. The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 0.98% (ii) an expected term of 6.1 years (iii) an assumed volatility of 63% and (iv) no quarterly dividends.
|
(11)
|
Represents rental car reimbursement.
|
Name
|
|
Grant Date
|
|
Number of Shares of Common Stock Underlying Options
|
|
Exercise Price of Options Awards (Per Share)
|
|
Grant Date Fair Value of Options Awards
|
John A. Moore
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Michael Barth
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Richard Rimer
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Benny Sela
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Joseph Musanti
|
|
January 1, 2013
|
|
50,000 (1)
|
|
—
|
|
$49,315
|
OPTIONS TO PURCHASE ACORN ENERGY, INC. STOCK
|
||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option Expiration Date
|
John A. Moore
|
|
200,000
|
|
—
|
|
5.11
|
|
March 4, 2018
|
|
|
75,000
|
|
—
|
|
2.51
|
|
February 20, 2014
|
|
|
66,666
|
|
—
|
|
3.70
|
|
March 14, 2016
|
|
|
10,000
|
|
40,000 (1)
|
|
7.57
|
|
December 13, 2022
|
|
|
|
|
|
|
|
|
|
Michael Barth
|
|
30,000
|
|
—
|
|
3.90
|
|
September 19, 2014
|
|
|
35,000
|
|
—
|
|
2.51
|
|
February 20, 2014
|
|
|
10,000
|
|
—
|
|
4.09
|
|
December 28, 2017
|
|
|
8,333
|
|
16,667 (2)
|
|
7.57
|
|
December 13, 2019
|
|
|
|
|
|
|
|
|
|
Richard Rimer
|
|
10,000
|
|
—
|
|
4.20
|
|
December 5, 2014
|
|
|
10,000
|
|
—
|
|
2.24
|
|
November 3, 2015
|
|
|
10,000
|
|
—
|
|
4.75
|
|
August 4, 2016
|
|
|
10,000
|
|
—
|
|
5.00
|
|
June 10, 2017
|
|
|
10,000
|
|
—
|
|
5.37
|
|
October 17, 2018
|
|
|
10,000
|
|
—
|
|
8.83
|
|
September 11, 2019
|
|
|
11,666
|
|
—
|
|
7.57
|
|
December 13, 2019
|
|
|
|
|
|
|
|
|
|
Benny Sela
|
|
10,000
|
|
—
|
|
4.09
|
|
December 28, 2017
|
|
|
|
|
|
|
|
|
|
Joseph Musanti
|
|
10,000
|
|
—
|
|
2.24
|
|
November 3, 2015
|
|
|
10,000
|
|
—
|
|
4.75
|
|
August 4, 2016
|
|
|
10,000
|
|
—
|
|
5.00
|
|
June 10, 2017
|
|
|
10,000
|
|
—
|
|
5.37
|
|
October 17, 2018
|
|
|
10,000
|
|
—
|
|
8.83
|
|
September 11, 2019
|
(1)
|
The options vest 2,500 each on March 13, June 13, September 13 and December 13 of each year 2014 through 2017.
|
(2)
|
The options vest 8,333 and 8,334 on December 13, 2014 and 2015, respectively.
|
OPTIONS TO PURCHASE DSIT SOLUTIONS LTD. STOCK
|
||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option Expiration Date
|
John A. Moore
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Michael Barth
|
|
—
|
|
16,734
|
|
1.05
|
|
August 10, 2018
|
|
|
|
|
|
|
|
|
|
Richard Rimer
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Benny Sela
|
|
47,600
|
|
—
|
|
1.26
|
|
August 10, 2018
|
|
|
19,336
|
|
—
|
|
2.70
|
|
August 10, 2018
|
|
|
|
|
|
|
|
|
|
Joseph Musanti
|
|
—
|
|
—
|
|
—
|
|
—
|
OPTIONS TO PURCHASE US SEISMIC SYSTEMS, INC. STOCK
|
||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option Expiration Date
|
John A. Moore
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Michael Barth
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Richard Rimer
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Benny Sela
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Joseph Musanti
|
|
—
|
|
50,000
|
|
1.72
|
|
January 1, 2020
|
Named Executive Officer
|
|
Executive Contributions in Last Fiscal Year ($)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings (Losses) in Last Fiscal Year ($)
|
|
Aggregate Withdrawals/Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year End ($)
|
|
John A. Moore
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Barth
|
|
—
|
|
39,952
|
(1)
|
25,617
|
(2)
|
—
|
|
380,070
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Rimer
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benny Sela
|
|
—
|
|
39,289
|
(1)
|
64,574
|
(2)
|
—
|
|
1,002,678
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Musanti
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Represents a contribution to a manager's insurance policy. Such contributions are made on substantially the same basis as those made on behalf of other Israeli executives.
|
(2)
|
Represents the dollar value by which the aggregate balance of the manager's insurance policy as of December 31, 2013 is less than the sum of (i) the balance of the manager's insurance policy as of December 31, 2012, and (ii) the employer and employee contributions to the manager's insurance policy during 2013.
|
(3)
|
Represents the aggregate balance of the manager's insurance policy as of December 31, 2013. Such amounts may be withdrawn only at retirement, death or upon termination under certain circumstances.
|
|
|
Circumstances of Termination
|
||||||||||||||
Payments and benefits
|
|
Voluntary resignation
|
|
Termination not for cause
|
|
Change of control
|
|
Death or disability
|
||||||||
Compensation:
|
|
|
|
|
|
|
|
|
||||||||
Base salary
|
|
$
|
—
|
|
|
$
|
425,000
|
|
(1)
|
$
|
850,000
|
|
(4)
|
$
|
—
|
|
Bonus
|
|
—
|
|
|
318,750
|
|
(2)
|
637,500
|
|
(2)
|
—
|
|
||||
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perquisites and other personal benefits
|
|
—
|
|
|
9,192
|
|
(3)
|
9,192
|
|
(3)
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
752,942
|
|
|
$
|
1,496,692
|
|
|
$
|
—
|
|
(1)
|
The $425,000 represents 12 months of Mr. Moore’s base salary as at December 31, 2013 prior to the voluntary reduction implemented as of October 16, 2013.
|
(2)
|
Under the 2013 Agreement, Mr. Moore would be eligible to be paid either his target annual bonus or twice such amount ,
|
(3)
|
The $9,156 represents 12 months of health insurance payments.
|
(4)
|
The $850,000 represents 24 months of Mr. Moore’s base salary prior to the voluntary reduction implemented as of October 16, 2013.
|
|
|
Circumstances of Termination
|
|
||||||||||||||
Payments and benefits
|
|
Voluntary resignation
|
|
Termination not for cause
|
|
Change of control
|
|
Death or disability
|
|
||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
||||||||
Base salary
|
|
$
|
32,642
|
|
(1)
|
$
|
97,926
|
|
(2)
|
$
|
—
|
|
|
$
|
97,926
|
|
(2)
|
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perquisites and other personal benefits
|
|
174,885
|
|
(3)
|
289,324
|
|
(4)
|
—
|
|
|
289,324
|
|
(4)
|
||||
Total
|
|
$
|
207,527
|
|
|
$
|
387,250
|
|
|
$
|
—
|
|
|
$
|
387,250
|
|
|
(1)
|
The $32,642 represents a lump sum payment of two months’ salary due to Mr. Barth prior to taking into account voluntary salary reductions (see Employment Arrangements).
|
(2)
|
The $97,926 represents a lump sum payment of 6 months’ salary due to Mr. Barth upon termination without cause or by death or disability prior to taking into account voluntary salary reductions (see Employment Arrangements).
|
(3)
|
Includes $180,293 of severance pay based on the amounts funded in for Mr. Barth’s severance in accordance with Israeli labor law. Also includes accumulated, but unpaid vacation days ($33,531), car benefits ($2,000) and payments for pension and education funds ($7,061) less $48,000 of benefits waived in support of DSIT’s operations in 2007.
|
(4)
|
Includes $276,611 of severance pay based in accordance with Israeli labor law calculated based on his last month’s salary multiplied by the number of years (including partial years) that Mr. Barth worked for us multiplied by 120% in accordance with his contract. Of the $276,611 due Mr. Barth, we have funded $180,293 in an insurance fund. Also includes accumulated, but unpaid vacation days ($33,531), car benefits ($6,000) and payments for pension and education funds ($21,182) less $48,000 of benefits waived in support of DSIT’s operations in 2007.
|
|
|
Circumstances of Termination
|
|
||||||||||||||
Payments and benefits
|
|
Voluntary resignation
|
|
Termination not for cause
|
|
Change of control
|
|
Death or disability
|
|
||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
||||||||
Base salary
|
|
$
|
123,138
|
|
(1)
|
$
|
184,707
|
|
(2)
|
$
|
—
|
|
|
$
|
184,707
|
|
(2)
|
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perquisites and other personal benefits
|
|
778,125
|
|
(3)
|
793,408
|
|
(4)
|
—
|
|
|
793,408
|
|
(4)
|
||||
Total
|
|
$
|
901,263
|
|
|
$
|
978,115
|
|
|
$
|
—
|
|
|
$
|
978,115
|
|
|
(1)
|
The $123,138 represents a lump sum payment of six months’ salary due to Mr. Sela prior to taking into account voluntary salary reductions (see Employment Arrangements).
|
(2)
|
The $184,707 represents a lump sum payment of nine months’ salary due to Mr. Sela prior to taking into account voluntary salary reductions (see Employment Arrangements).
|
(3)
|
Includes $767,522 of severance pay based in accordance with Israeli labor law calculated based on his last month’s salary multiplied by the number of years (including partial years) that Mr. Sela worked for us multiplied by 150% in accordance with his contract. Of the $767,522 due Mr. Sela, we have funded $456,188 in an insurance fund. Also includes accumulated, but unpaid vacation days ($58,036), car benefits ($6,000) and payments for pension and education funds ($24,567) less $78,000 of benefits waived in support of DSIT’s operations in 2007.
|
(4)
|
Includes $767,522 of severance pay based in accordance with Israeli labor law calculated based on his last month’s salary multiplied by the number of years (including partial years) that Mr. Sela worked for us multiplied by 150% in accordance with his contract. Of the $767,522 due Mr. Sela, we have funded $456,188 in an insurance fund. Also includes accumulated, but unpaid vacation days ($58,036), car benefits ($9,000) and payments for pension and education funds ($36,850) less $78,000 of benefits waived in support of DSIT’s operations in 2007.
|
|
|
Circumstances of Termination
|
|
||||||||||||||
Payments and benefits
|
|
Voluntary resignation
|
|
Termination not for cause
|
|
Change of control
|
|
Death or disability
|
|
||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
||||||||
Base salary
|
|
$
|
—
|
|
|
$
|
125,000
|
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perquisites and other personal benefits
|
|
17,317
|
|
(2)
|
17,317
|
|
(2)
|
17,317
|
|
(2)
|
17,317
|
|
(2)
|
||||
Total
|
|
$
|
17,317
|
|
|
$
|
142,317
|
|
|
$
|
17,317
|
|
|
$
|
17,317
|
|
|
(1)
|
The $125,000 represents a lump sum payment of six months’ salary due to Mr. Musanti.
|
(2)
|
The $17,317 represents unpaid vacation.
|
|
|
Circumstances of Termination
|
|
||||||||||||||
Payments and benefits
|
|
Voluntary resignation
|
|
Termination not for cause
|
|
Change of control
|
|
Death or disability
|
|
||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
||||||||
Base salary
|
|
$
|
—
|
|
|
$
|
112,500
|
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Perquisites and other personal benefits
|
|
—
|
|
|
11,194
|
|
(2)
|
—
|
|
|
—
|
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
123,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
The $112,500 represents a payment of six months’ salary due to Ms. Mallard.
|
(2)
|
The $12,168 represents six months of health and dental insurance payments.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Option Awards ($) (1)
|
|
All Other Compensation ($)
|
|
Total ($)
|
||||
Christopher E. Clouser
|
|
144,000
|
|
(2)
|
120,000
|
|
|
—
|
|
|
264,000
|
|
Richard J. Giacco (3)
|
|
35,250
|
|
(4)
|
—
|
|
|
—
|
|
|
35,250
|
|
Mannie L. Jackson
|
|
—
|
|
(5)
|
102,033
|
|
|
—
|
|
|
102,033
|
|
Robert E. McKee III (6)
|
|
25,934
|
|
(7)
|
213,421
|
|
|
|
|
239,355
|
|
|
Andy H. Sassine (8)
|
|
10,500
|
|
(9)
|
90,877
|
|
|
|
|
101,377
|
|
|
Samuel M. Zentman
|
|
50,000
|
|
(10)
|
60,000
|
|
|
—
|
|
|
110,000
|
|
(1)
|
On September 20, 2013, Christopher E. Clouser, Mannie L. Jackson, Robert E. McKee III and Samuel M. Zentman, were each granted 10,000 options to acquire stock in the Company and Andy H. Sassine was granted 25,000 options to acquire stock in the Company. The options have an exercise price of $6.31 and expire on September 20, 2020. The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 2.05% (ii) an expected term of 6.7 years (iii) an assumed volatility of 58% and (iv) no dividends. On January 1, 2013, Mannie L. Jackson was granted 11,461 options to acquire stock in the Company. The options have an exercise price of $7.81 and expire on January 1, 2020. The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 1.18% (ii) an expected term of 6.7 years (iii) an assumed volatility of 57% and (iv) an annual rate of quarterly dividends of 1.79%. On May 8, 2013, Robert E. McKee III was granted 35,000 options (a 25,000 initial director grant plus an additional 10,000 grant for services rendered prior to his election as a Director) to acquire stock in the Company. The options have an exercise price of $7.86 and expire on May 8, 2020. The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 1.20% (ii) an expected term of 6.7 years (iii) an assumed volatility of 57% and (iv) no dividends. All options awarded to directors in 2013 remained outstanding at fiscal year-end. As of December 31, 2013, the number of stock options held by each of the above persons was: Christopher E. Clouser, 97,014; Mannie L. Jackson, 52,967; Robert E. McKee III, 51,506; Andrew H. Sassine, 25,000; and Samuel M. Zentman, 66,506.
|
(2)
|
Includes fees shown include $60,000 of Chairman fees, $40,000 of subsidiary board fees ($10,000 each for serving on the boards of DSIT, GridSense, OmniMetrix and USSI), $2,250 received for services rendered as the Chairman of the Nominating Committee, $1,250 received for services rendered as Chairman of the Compensation Committee and $500 received for services rendered as a member of the Audit Committee.
|
(3)
|
Mr. Giacco retired from the Board effective September 20, 2013.
|
(4)
|
Includes $3,750 Mr. Giacco received for services rendered as the Chairman of the Compensation Committee and $1,500 received for services rendered as a member of the Audit Committee.
|
(5)
|
Mr. Jackson elected to receive in options in lieu of his Retainer and Board fees for 2013.
|
(6)
|
Mr. McKee joined the Board on May 8, 2013.
|
(7)
|
Includes $750 received for services rendered as the Chairman of Nominating Committee.
|
(8)
|
Mr. Sassine was elected to the Board on September 20, 2013.
|
(9)
|
Includes $500 received for services rendered as a member of the Audit Committee.
|
(10)
|
Includes $10,000 Dr. Zentman received for services rendered as the Chairman of the Audit Committee.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address of Beneficial Owner (1) (2)
|
|
Number of Shares of common stock Beneficially Owned (2)
|
|
Percentage of common stock Outstanding (2)
|
|
John A. Moore
|
|
1,211,390
|
|
(3)
|
5.4%
|
Mannie L. Jackson
|
|
113,989
|
|
(4)
|
*
|
Samuel M. Zentman
|
|
119,572
|
|
(5)
|
*
|
Christopher E. Clouser
|
|
86,064
|
|
(6)
|
*
|
Robert E. McKee III
|
|
16,705
|
|
(7)
|
*
|
Andy H. Sassine
|
|
349,480
|
|
(8)
|
1.6%
|
Michael Barth
|
|
97,175
|
|
(9)
|
*
|
Heather K. Mallard
|
|
41,000
|
|
(10)
|
*
|
Benny Sela
|
|
10,000
|
|
(11)
|
*
|
Joe Musanti
|
|
81,200
|
|
(12)
|
*
|
Jim Andersen
|
|
6,000
|
|
(13)
|
*
|
All executive officers and directors of the Company as a group (11 people)
|
|
2,132,575
|
|
(14)
|
9.4%
|
Columbia Wanger Asset Management, LLC
|
|
1,489,962
|
|
(15)
|
6.7%
|
Columbia Acorn Fund
|
|
1,161,957
|
|
(16)
|
5.2%
|
Verition Fund Management LLC
|
|
2,198,613
|
|
(17)
|
9.9%
|
(1)
|
Unless otherwise indicated, the address for each of the beneficial owners listed in the table is in care of the Company, 3903 Centerville Road, Wilmington, Delaware 19807.
|
(2)
|
Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. Percentage information is based on the 22,991,797 shares outstanding as of March 1, 2014 (exclusive of 801,920 treasury shares outstanding).
|
(3)
|
Consists of 927,918 shares (2,800 of which are held in an IRA account) and 283,472 shares underlying currently exercisable options.
|
(4)
|
Consists of 88,100 shares (held in a trust) and 25,889 shares underlying currently exercisable options.
|
(5)
|
Consists of 61,445 shares and 58,127 shares underlying currently exercisable options.
|
(6)
|
Consists of 42,500 shares (26,862 of which are held in a trust) and 43,564 shares underlying currently exercisable options.
|
(7)
|
Consists solely of currently exercisable options.
|
(8)
|
Consists of 342,978 shares and 6,502 shares underlying currently exercisable options.
|
(9)
|
Consists of 48,842 shares and 48,333 shares underlying currently exercisable options. Mr. Barth also owns 56,900 shares of DSIT representing approximately 2.6% of DSIT’s shares on a fully diluted as converted basis.
|
(10)
|
Consists of 1,000 shares and 40,000 shares underlying currently exercisable options.
|
(11)
|
Consists of 10,000 shares underlying currently exercisable options. Mr. Sela also owns 92,500 shares of DSIT representing approximately 4.2% of DSIT’s shares on a fully diluted as converted basis as well as 66,936 currently exercisable options in DSIT representing approximately 3.0% of DSIT’s shares on a fully diluted as converted basis.
|
(12)
|
Consists of 6,200 shares and 75,000 shares underlying currently exercisable options. Mr. Musanti also owns 15,625 currently exercisable options in USSI representing approximately 0.1% of USSI's shares on a fully diluted as converted basis.
|
(13)
|
Consists solely of shares. Mr. Andersen also owns 370,000 shares of USSI, representing approximately 2.6% of the USSI’s shares on an a fully diluted as converted basis as of March 1, 2013 as well as 218,750 currently exercisable options in USSI representing approximately 1.5% of USSI's shares on a fully diluted as converted basis.
|
(14)
|
Consists of 1,524,983 shares and 607,592 shares underlying currently exercisable options.
|
(15)
|
Includes 1,161,957 shares held by Columbia Acorn Fund. The information presented with respect to this beneficial owner is based on a Schedule 13G filed with the SEC on February 6, 2014. The business address for Columbia Wanger Asset Management, LLC is 227 West Monroe Street, Suite 3000, Chicago, IL 60606.
|
(16)
|
The information presented with respect to this beneficial owner is based on a Schedule 13G filed with the SEC on February 6, 2014. The business address for Columbia Acorn Fund is 227 West Monroe Street, Suite 3000, Chicago, IL 60606.
|
(17)
|
Consist of 1,248,613 shares and 950,000 shares underlying call options. The information presented with respect to this beneficial owner is based on a Schedule 13D filed with the SEC on August 22, 2013 and a Form 4 filed on February 19, 2014. The business address for Verition Fund Management LLC is One American Lane, Greenwich, CT 06831.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)
|
|
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||
Equity Compensation Plans Approved by Security Holders
|
|
1,085,825
|
|
|
$
|
5.69
|
|
|
1,601,920
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
601,114
|
|
|
$
|
4.05
|
|
|
—
|
|
Total
|
|
1,686,939
|
|
|
$
|
5.10
|
|
|
1,601,920
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
2012
|
|
2013
|
||||
Audit Fees
|
$
|
175,000
|
|
|
$
|
175,000
|
|
Audit- Related Fees
|
39,000
|
|
|
23,000
|
|
||
All Other Fees
|
5,000
|
|
|
32,000
|
|
||
Total
|
$
|
219,000
|
|
|
$
|
230,000
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Report of Friedman LLP
|
Consolidated Balance Sheets as of December 31, 2012 and 2013
|
Consolidated Statements of Operations
|
Consolidated Statements of Comprehensive Income (Loss)
|
Consolidated Statements of Changes in Equity
|
Consolidated Statements of Cash Flows
|
Notes to Consolidated Financial Statements
|
No.
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
3.2
|
By laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S 1 (File No. 33 44027) (the “1992 Registration Statement”)).
|
3.3
|
Amendments to the By Laws of the Registrant adopted December 27, 1994 (incorporated herein by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K dated January 10, 1995).
|
4.1
|
Specimen certificate for the common stock (incorporated herein by reference to Exhibit 4.2 to the 1992 Registration Statement).
|
4.2
|
Form of Representative Warrant (incorporated herein by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed October 15, 2013)
|
4.3
|
Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed December 20, 2010).
|
10.1
|
Consulting Agreement dated as of March 9, 2006 by and between George Morgenstern and the Registrant (incorporated by reference to Exhibit E to Exhibit 10.1 to the 2006 8-K).*
|
10.2
|
Acorn Energy, Inc. 2006 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to the appendix to the Registrant's Definitive Proxy Statement on Schedule 14A filed July 26, 2012, and the Registrant's Additional Definitive Proxy Soliciting Materials on Schedule 14A filed August 28, 2012).*
|
10.3
|
Acorn Energy, Inc. 2006 Stock Incentive Plan (incorporated herein by reference to the appendix to the Registrant's Definitive Proxy Statement on Schedule 14A filed July 26, 2012, and the Registrant's Additional Definitive Proxy Soliciting Materials on Schedule 14A filed August 28, 2012).*
|
10.4
|
Amendment dated as of March 31, 2009 by and between George Morgenstern and the Registrant to the Consulting Agreement dated as of March 9, 2006 by and between George Morgenstern and the Registrant (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).*
|
10.5*
|
Forms of Option Award Certificate and Option Award Agreement under the Registrant’s Amended and Restated 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.52 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.6*
|
Forms of Option Award Certificate and Option Award Agreement under the Registrant’s Amended and Restated 2006 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.53 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).
|
10.7
|
Amended and Restated Investors Rights Agreement by and among the Registrant, US Sensor Systems Inc. and other parties named therein dated as of February 23, 2010 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
|
10.8*
|
Form of Indemnification Agreement.(incorporated herein by reference to Exhibit 10.47 to the Registrant's Annual report on Form 10-K for the year ended December 31, 2011).
|
10.9*
|
Amendment of Consulting Agreement between the Registrant and George Morgenstern dated March 15, 2011(incorporated herein by reference to Exhibit 10.55 to the Registrant's Annual report on Form 10-K for the year ended December 31, 2011).
|
10.10*
|
Letter Agreement between the Registrant and George Morgenstern dated March 31, 2012 (incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.11*
|
Employment Agreement by and between Registrant and Heather K. Mallard dated January 24, 2012 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.12*
|
2012 Stock Plan for US Seismic Systems, Inc. (incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.13*
|
Form of US Seismic Systems, Inc. 2012 Stock Plan Notice of Incentive Stock Option Grant (incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.14*
|
Form of US Seismic Systems, Inc. 2012 Stock Plan Notice of Non-Statutory Stock Option Grant (incorporated herein by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.15
|
Amended and Restated Stockholders' Agreement by and among US Seismic Systems, Inc., Registrant and the other parties named therein dated March 19, 2012 (incorporated herein by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.16*
|
At-Will Employment, Confidential Information, Non-Competition and Invention Assignment Agreement by and between Registrant and Heather K. Mallard dated January 24, 2012 (incorporated herein by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.17*
|
At-Will Employment, Confidential Information, Non-Solicitation and Invention Assignment Agreement by and between Registrant and Lindon Shiao dated June 11, 2012 (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
10.18*
|
Letter Agreement between the Registrant and George Morgenstern dated July 25, 2012.
|
10.19*
|
Letter Agreement between the Registrant and Richard S. Rimer dated August 27, 2012.
|
10.20*
|
Employment Agreement, dated as of December 13, 2012, by and between Acorn Energy, Inc. and John A. Moore.
|
10.21*
|
Letter Agreement between the Registrant and Richard S. Rimer dated December 29, 2012.
|
10.22*
|
GridSense Employee Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)
|
10.23*
|
Form of award for GridSense Employee Incentive Plan (incorporated herein by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)
|
10.24*
|
Separation Agreement and Release - Lindon Shiao (incorporated herein by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.25*
|
GridSense Employment Agreement with Joseph Musanti (incorporated herein by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.26*
|
Secondment of Joseph Musanti to US Seismic Systems, Inc. (incorporated herein by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.27*
|
Amendment to Employment Agreement - Benny Sela (amendment to Hebrew-language original summarized under Item 11 in this Annual Report) (incorporated herein by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.28*
|
2006 DSIT Key Employee Option plan - As Amended (incorporated herein by reference to Exhibit 10.5 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.29*
|
Form of Stock Option Agreement to employees under the DSIT 2006 Key Employee Share Option Plan (incorporated herein by reference to Exhibit 10.6 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
10.30*
|
Consulting Agreement between the Registrant and Richard Rimer, effective as of August 1, 2013 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
10.31*
|
Separation Agreement between the Registrant's OmniMetrix, LLC subsidiary and Deena P. Redding, dated August 29, 2013 (incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
|
10.32
|
Underwriting Agreement, dated as of October 11, 2013, by and between Acorn Energy, Inc. and Maxim Group, LLC (incorporated herein by reference to Exhibit 1.1 of Registrant’s Current Report on Form 8-K filed October 15, 2013).
|
#10.33*
|
Amendment to Employment Agreement between the Registrant and John A. Moore, effective as of November 11, 2013
|
#10.34*
|
Amendment to Consulting Agreement between the Registrant and Richard Rimer, effective as of November 11, 2013
|
#10.35*
|
Amendment to Employment Agreement between DSIT Solutions Ltd. and Michael Barth, effective as of November 11, 2013 (amendment to Hebrew-language original summarized under Item 11 in this Annual Report)
|
#21.1
|
List of subsidiaries.
|
#23.1
|
Consent of Friedman LLP.
|
#31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
#31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
#32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
#32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
#101.1
|
The following financial statements from Acorn Energy's Form 10-K for the year ended December 31, 2013, filed on March 17, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
*
|
This exhibit includes a management contract, compensatory plan or arrangement in which one or more directors or executive officers of the Registrant participate.
|
#
|
This exhibit is filed or furnished herewith.
|
ACORN ENERGY, INC.
|
|
|
|
|
|
/s/ John A. Moore
|
|
By:
|
John A. Moore
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John A. Moore
|
|
President; Chief Executive Officer; and Director (Principal Executive Officer)
|
|
March 17, 2014
|
John A. Moore
|
|
|
|
|
|
|
|
|
|
/s/ Michael Barth
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
March 17, 2014
|
Michael Barth
|
|
|
|
|
|
|
|
|
|
/s/ Christopher E. Clouser
|
|
Director and Chairman of the Board
|
|
March 17, 2014
|
Christopher E. Clouser
|
|
|
|
|
|
|
|
|
|
/s/ Mannie L. Jackson
|
|
Director
|
|
March 17, 2014
|
Mannie L. Jackson
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. McKee III
|
|
Director
|
|
March 17, 2014
|
Robert E, McKee III
|
|
|
|
|
|
|
|
|
|
/s/ Andy H. Sassine
|
|
Director
|
|
March 17, 2014
|
Andy H. Sassine
|
|
|
|
|
|
|
|
|
|
/s/ Samuel M. Zentman
|
|
Director
|
|
March 17, 2014
|
Samuel M. Zentman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
26,147
|
|
|
$
|
17,279
|
|
Restricted deposit
|
|
699
|
|
|
306
|
|
||
Accounts receivable, net
|
|
5,481
|
|
|
5,710
|
|
||
Unbilled revenue
|
|
5,213
|
|
|
6,421
|
|
||
Inventory, net
|
|
5,106
|
|
|
4,540
|
|
||
Other current assets
|
|
3,547
|
|
|
1,695
|
|
||
Total current assets
|
|
46,193
|
|
|
35,951
|
|
||
Property and equipment, net
|
|
927
|
|
|
2,432
|
|
||
Severance assets
|
|
3,165
|
|
|
3,539
|
|
||
Restricted deposit
|
|
115
|
|
|
—
|
|
||
Intangible assets, net
|
|
9,561
|
|
|
3,735
|
|
||
Goodwill
|
|
6,630
|
|
|
4,429
|
|
||
Other assets
|
|
745
|
|
|
870
|
|
||
Total assets
|
|
$
|
67,336
|
|
|
$
|
50,956
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Short-term bank credit and current maturities of long-term debt
|
|
$
|
153
|
|
|
$
|
2,303
|
|
Accounts payable
|
|
2,631
|
|
|
3,086
|
|
||
Accrued payroll, payroll taxes and social benefits
|
|
2,420
|
|
|
2,527
|
|
||
Deferred revenue
|
|
3,323
|
|
|
2,764
|
|
||
Other current liabilities
|
|
1,708
|
|
|
3,191
|
|
||
Total current liabilities
|
|
10,235
|
|
|
13,871
|
|
||
Non-current liabilities:
|
|
|
|
|
|
|||
Accrued severance
|
|
4,491
|
|
|
4,973
|
|
||
Other long-term liabilities
|
|
665
|
|
|
600
|
|
||
Total non-current liabilities
|
|
5,156
|
|
|
5,573
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|||
Acorn Energy, Inc. shareholders
|
|
|
|
|
|
|||
Common stock - $0.01 par value per share:
|
|
|
|
|
|
|||
Authorized – 30,000,000 shares; Issued –18,870,526 and 22,957,859 shares at December 31, 2012 and 2013, respectively
|
|
188
|
|
|
229
|
|
||
Additional paid-in capital
|
|
83,469
|
|
|
93,943
|
|
||
Warrants
|
|
55
|
|
|
526
|
|
||
Accumulated deficit
|
|
(29,733
|
)
|
|
(59,447
|
)
|
||
Treasury stock, at cost – 801,920 shares at December 31, 2012 and 2013
|
|
(3,036
|
)
|
|
(3,036
|
)
|
||
Accumulated other comprehensive income
|
|
716
|
|
|
184
|
|
||
Total Acorn Energy, Inc. shareholders’ equity
|
|
51,659
|
|
|
32,399
|
|
||
Non-controlling interests
|
|
286
|
|
|
(887
|
)
|
||
Total equity
|
|
51,945
|
|
|
31,512
|
|
||
Total liabilities and equity
|
|
$
|
67,336
|
|
|
$
|
50,956
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Projects
|
|
$
|
11,368
|
|
|
$
|
14,651
|
|
|
$
|
14,128
|
|
Products
|
|
7,049
|
|
|
3,880
|
|
|
5,962
|
|
|||
Services
|
|
511
|
|
|
888
|
|
|
1,666
|
|
|||
Total revenues
|
|
18,928
|
|
|
19,419
|
|
|
21,756
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
|
|
||||
Projects
|
|
7,886
|
|
|
10,749
|
|
|
12,225
|
|
|||
Products
|
|
3,730
|
|
|
2,996
|
|
|
3,931
|
|
|||
Services
|
|
399
|
|
|
471
|
|
|
444
|
|
|||
Total cost of sales
|
|
12,015
|
|
|
14,216
|
|
|
16,600
|
|
|||
Gross profit
|
|
6,913
|
|
|
5,203
|
|
|
5,156
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development expenses, net
|
|
2,995
|
|
|
6,590
|
|
|
8,175
|
|
|||
Selling, general and administrative expenses
|
|
11,952
|
|
|
19,361
|
|
|
19,816
|
|
|||
Impairment of goodwill and intangibles
|
|
—
|
|
|
—
|
|
|
6,731
|
|
|||
Restructuring and related charges
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|||
Total operating expenses
|
|
14,947
|
|
|
25,951
|
|
|
36,111
|
|
|||
Operating loss
|
|
(8,034
|
)
|
|
(20,748
|
)
|
|
(30,955
|
)
|
|||
Finance expense, net
|
|
(26
|
)
|
|
57
|
|
|
122
|
|
|||
Gain on sale of HangXing
|
|
492
|
|
|
—
|
|
|
—
|
|
|||
Loss before taxes on income
|
|
(7,568
|
)
|
|
(20,691
|
)
|
|
(30,833
|
)
|
|||
Income tax benefit (expense)
|
|
12,767
|
|
|
2,956
|
|
|
(156
|
)
|
|||
Net income (loss) from continuing operations
|
|
5,199
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||
Loss from discontinued operations, net of income taxes
|
|
(1,948
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on the sale of discontinued operations, net of income taxes
|
|
31,069
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interest share of loss from discontinued operations
|
|
540
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
34,860
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||
Net loss attributable to non-controlling interests
|
|
549
|
|
|
1,024
|
|
|
1,275
|
|
|||
Net income (loss) attributable to Acorn Energy, Inc. shareholders
|
|
$
|
35,409
|
|
|
$
|
(16,711
|
)
|
|
$
|
(29,714
|
)
|
|
|
|
|
|
|
|
||||||
Basic net income (loss) per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
0.33
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
From discontinued operations
|
|
$
|
1.70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic net income (loss) per share attributable to Acorn Energy, Inc. shareholders
|
|
$
|
2.03
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic
|
|
17,462
|
|
|
17,891
|
|
|
18,916
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
0.32
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
From discontinued operations
|
|
$
|
1.67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders
|
|
$
|
1.99
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – diluted
|
|
17,743
|
|
|
17,891
|
|
|
18,916
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
0.085
|
|
|
$
|
0.140
|
|
|
$
|
0.035
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Acorn Energy, Inc. shareholders
|
|
$
|
35,409
|
|
|
$
|
(16,711
|
)
|
|
$
|
(29,714
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(168
|
)
|
|
235
|
|
|
(521
|
)
|
|||
Comprehensive income (loss)
|
|
35,241
|
|
|
(16,476
|
)
|
|
(30,235
|
)
|
|||
Other comprehensive (income) loss attributable to non-controlling interests
|
|
16
|
|
|
(4
|
)
|
|
(11
|
)
|
|||
Comprehensive income (loss) attributable to Acorn Energy, Inc. shareholders
|
|
$
|
35,257
|
|
|
(16,480
|
)
|
|
(30,246
|
)
|
|
|
Acorn Energy, Inc. Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
|
Number of Shares
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Warrants
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Acorn Energy, Inc. Shareholders’ Equity
|
|
Non-controlling interests
|
|
Total Equity
|
|||||||||||||||||||
As of December 31, 2012
|
|
18,871
|
|
|
$
|
188
|
|
|
$
|
83,469
|
|
|
$
|
55
|
|
|
$
|
(29,733
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
716
|
|
|
$
|
51,659
|
|
|
$
|
286
|
|
|
$
|
51,945
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,714
|
)
|
|
—
|
|
|
—
|
|
|
(29,714
|
)
|
|
(1,275
|
)
|
|
(30,989
|
)
|
|||||||||
Differences from translation of subsidiaries’ financial statements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(532
|
)
|
|
(532
|
)
|
|
11
|
|
|
(521
|
)
|
|||||||||
Dividends
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|
—
|
|
|
(634
|
)
|
|||||||||
Dividends in common stock under the Company's Dividend Reinvestment Plan, net of discount (see Notes 17(b) and 17(c))
|
|
19
|
|
|
—
|
|
*
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
|||||||||
Adjustment of non-controlling interests in DSIT following additional investment by the Company
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
(202
|
)
|
|
—
|
|
|||||||||
Capital raise net of transaction costs (see Note 17 (d))
|
|
4,035
|
|
|
41
|
|
|
10,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,375
|
|
|
—
|
|
|
10,375
|
|
|||||||||
Warrants issued in capital raise (see Notes 17(d) and 17(k))
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock option compensation
|
|
—
|
|
|
—
|
|
|
926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
926
|
|
|
—
|
|
|
926
|
|
|||||||||
Stock option compensation of subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|
293
|
|
|||||||||
Exercise of warrants and options
|
|
33
|
|
|
—
|
|
*
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balances as of December 31, 2013
|
|
22,958
|
|
|
$
|
229
|
|
|
$
|
93,943
|
|
|
$
|
526
|
|
|
$
|
(59,447
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
184
|
|
|
$
|
32,399
|
|
|
$
|
(887
|
)
|
|
$
|
31,512
|
|
|
|
Acorn Energy, Inc. Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
|
Number of Shares
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Warrants
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Acorn Energy, Inc. Shareholders’ Equity
|
|
Non-controlling interests
|
|
Total Equity
|
|||||||||||||||||||
As of December 31, 2011
|
|
18,326
|
|
|
$
|
183
|
|
|
$
|
84,614
|
|
|
$
|
427
|
|
|
$
|
(13,022
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
485
|
|
|
$
|
69,651
|
|
|
$
|
(84
|
)
|
|
$
|
69,567
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,711
|
)
|
|
—
|
|
|
—
|
|
|
(16,711
|
)
|
|
(1,024
|
)
|
|
(17,735
|
)
|
|||||||||
Differences from translation of subsidiaries’ financial statements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
231
|
|
|
4
|
|
|
235
|
|
|||||||||
Dividends
|
|
—
|
|
|
—
|
|
|
(2,507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,507
|
)
|
|
—
|
|
|
(2,507
|
)
|
|||||||||
Dividends in common stock under the Company's Dividend Reinvestment Plan, net of discount (see Notes 16(b) and 16(c))
|
|
23
|
|
|
—
|
|
*
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||||||
Adjustment of non-controlling interests in USSI following additional investment by the Company
|
|
—
|
|
|
—
|
|
|
(1,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,067
|
)
|
|
1,067
|
|
|
—
|
|
|||||||||
Stock option compensation
|
|
—
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
532
|
|
|||||||||
Stock option compensation of subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
|||||||||
Exercise of warrants and options
|
|
522
|
|
|
5
|
|
|
1,722
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,355
|
|
|
—
|
|
|
1,355
|
|
|||||||||
Balances as of December 31, 2012
|
|
18,871
|
|
|
$
|
188
|
|
|
$
|
83,469
|
|
|
$
|
55
|
|
|
$
|
(29,733
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
716
|
|
|
$
|
51,659
|
|
|
$
|
286
|
|
|
$
|
51,945
|
|
|
|
Acorn Energy, Inc. Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Number of Shares
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Warrants
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Acorn Energy, Inc. Shareholders’ Equity
|
|
Non-controlling interests
|
|
Total Equity
|
||||||||||||||||||||
Balances as of December 31, 2010
|
|
18,068
|
|
|
$
|
180
|
|
|
$
|
83,596
|
|
|
$
|
427
|
|
|
$
|
(48,431
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
637
|
|
|
$
|
33,373
|
|
|
$
|
8,504
|
|
|
$
|
41,877
|
|
|
Net income (loss) from continuing operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,748
|
|
|
—
|
|
|
—
|
|
|
5,748
|
|
|
(549
|
)
|
|
5,199
|
|
||||||||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
29,661
|
|
|
—
|
|
|
—
|
|
|
29,661
|
|
|
(540
|
)
|
|
29,121
|
|
|||||||||
Differences from translation of subsidiaries’ financial statements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(152
|
)
|
|
(16
|
)
|
|
(168
|
)
|
||||||||||
Dividends (see Note 16(c))
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
—
|
|
|
(1,490
|
)
|
||||||||||
Adjustment of non-controlling interests in USSI following exercise of USSI option (see Note 3(c))
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
(600
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||||||
Stock option compensation
|
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
406
|
|
||||||||||
Stock option compensation of subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
176
|
|
||||||||||
Deconsolidation of CoaLogix
|
|
—
|
|
|
—
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,193
|
|
|
(7,089
|
)
|
|
(5,896
|
)
|
||||||||||
Compensation of consultant granted in stock
|
|
26
|
|
|
—
|
|
*
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||||||||
Exercise of options
|
|
232
|
|
|
3
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||||||
Balances as of December 31, 2011
|
|
18,326
|
|
|
$
|
183
|
|
|
$
|
84,614
|
|
|
$
|
427
|
|
|
$
|
(13,022
|
)
|
|
$
|
(3,036
|
)
|
|
$
|
485
|
|
|
$
|
69,651
|
|
|
$
|
(84
|
)
|
|
$
|
69,567
|
|
|
|
2011
|
|
2012
|
|
2013
|
||||||
Cash flows used in operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss) before non-controlling interests
|
|
$
|
34,320
|
|
|
$
|
(17,735
|
)
|
|
$
|
(30,989
|
)
|
Less net loss from discontinued operations
|
|
(29,121
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from continuing operations
|
|
5,199
|
|
|
(17,735
|
)
|
|
(30,989
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities (see Schedule A)
|
|
(13,038
|
)
|
|
(4,508
|
)
|
|
13,186
|
|
|||
Net cash used in operating activities – continuing operations
|
|
(7,839
|
)
|
|
(22,243
|
)
|
|
(17,803
|
)
|
|||
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
||||
Acquisitions of property and equipment
|
|
(502
|
)
|
|
(684
|
)
|
|
(3,466
|
)
|
|||
Acquisition of license
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|||
Restricted deposits
|
|
(1,930
|
)
|
|
(508
|
)
|
|
(114
|
)
|
|||
Release of restricted deposits
|
|
839
|
|
|
2,188
|
|
|
622
|
|
|||
Advances to CoaLogix prior to sale
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|||
Amounts funded for severance assets
|
|
(315
|
)
|
|
(476
|
)
|
|
(268
|
)
|
|||
Proceeds from the sale of Coreworx debt and shares
|
|
100
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of CoaLogix net of CoaLogix cash
|
|
62,117
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of HangXing
|
|
492
|
|
|
—
|
|
|
—
|
|
|||
Escrow deposits from CoaLogix sale
|
|
(6,308
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of Bushing IQ
|
|
—
|
|
|
—
|
|
|
281
|
|
|||
Release of escrow deposits
|
|
347
|
|
|
5,961
|
|
|
—
|
|
|||
Investment in short-term deposits
|
|
(18,000
|
)
|
|
(8,015
|
)
|
|
—
|
|
|||
Maturity of short-term deposits
|
|
—
|
|
|
26,015
|
|
|
—
|
|
|||
Acquisition of OmniMetrix net of cash acquired (see Schedule C)
|
|
—
|
|
|
(7,835
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities – continuing operations
|
|
36,562
|
|
|
16,496
|
|
|
(2,945
|
)
|
|||
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from capital raises, net of transaction costs
|
|
—
|
|
|
—
|
|
|
10,375
|
|
|||
Proceeds from employee stock option and warrant exercises
|
|
211
|
|
|
1,355
|
|
|
—
|
|
|||
Short-term bank credit, net
|
|
(557
|
)
|
|
(510
|
)
|
|
2,303
|
|
|||
Proceeds from borrowings of long-term debt
|
|
68
|
|
|
16
|
|
|
—
|
|
|||
Repayments of long-term debt
|
|
(342
|
)
|
|
(173
|
)
|
|
(159
|
)
|
|||
Dividends paid
|
|
(613
|
)
|
|
(3,208
|
)
|
|
(517
|
)
|
|||
Other
|
|
30
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities – continuing operations
|
|
(1,203
|
)
|
|
(2,520
|
)
|
|
12,002
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||
Operating cash flows
|
|
(2,020
|
)
|
|
—
|
|
|
—
|
|
|||
Investing cash flows
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|||
Financing cash flows
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in discontinued operations
|
|
(524
|
)
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(72
|
)
|
|
134
|
|
|
(122
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
26,924
|
|
|
(8,133
|
)
|
|
(8,868
|
)
|
|||
Cash and cash equivalents at beginning of the year of discontinued operations
|
|
807
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of year of continuing operations
|
|
6,549
|
|
|
34,280
|
|
|
26,147
|
|
Cash and cash equivalents at end of year
|
|
$
|
34,280
|
|
|
$
|
26,147
|
|
|
$
|
17,279
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
||||
Interest
|
|
$
|
144
|
|
|
$
|
72
|
|
|
$
|
58
|
|
Income taxes, net of refunds
|
|
$
|
2,180
|
|
|
$
|
216
|
|
|
$
|
(2,008
|
)
|
|
|
|
|
2011
|
|
2012
|
|
2013
|
||||||
A.
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
|
|
Depreciation and amortization
|
|
$
|
851
|
|
|
$
|
1,406
|
|
|
$
|
1,456
|
|
|
|
Change in deferred taxes
|
|
(14,657
|
)
|
|
(1,832
|
)
|
|
154
|
|
|||
|
|
Impairment of goodwill and intangibles
|
|
—
|
|
|
—
|
|
|
6,731
|
|
|||
|
|
Impairment of fixed assets in restructurings
|
|
—
|
|
|
—
|
|
|
573
|
|
|||
|
|
Inventory write-down
|
|
—
|
|
|
357
|
|
|
1,121
|
|
|||
|
|
Impairment of fixed assets
|
|
—
|
|
|
—
|
|
|
800
|
|
|||
|
|
Increase in liability for accrued severance
|
|
390
|
|
|
573
|
|
|
307
|
|
|||
|
|
Gain on sale of HangXing
|
|
(492
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
Gain on sale of Bushing IQ
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|||
|
|
Stock and stock option compensation
|
|
458
|
|
|
855
|
|
|
1,219
|
|
|||
|
|
Other
|
|
(87
|
)
|
|
15
|
|
|
41
|
|
|||
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
|
|
Decrease (increase) in accounts receivable
|
|
305
|
|
|
(181
|
)
|
|
(262
|
)
|
|||
|
|
Decrease (increase) unbilled revenue
|
|
28
|
|
|
(1,435
|
)
|
|
(1,208
|
)
|
|||
|
|
Decrease (increase) in other current assets and other assets
|
|
(422
|
)
|
|
(2,365
|
)
|
|
1,722
|
|
|||
|
|
Increase in inventory
|
|
(1,027
|
)
|
|
(3,076
|
)
|
|
(695
|
)
|
|||
|
|
Increase in accounts payable, accrued payroll, payroll taxes and social benefits, other current liabilities and other non-current liabilities
|
|
1,615
|
|
|
1,175
|
|
|
1,343
|
|
|||
|
|
|
|
$
|
(13,038
|
)
|
|
$
|
(4,508
|
)
|
|
$
|
13,186
|
|
B.
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
|
|
Adjustment of additional paid-in-capital and non-controlling interests from additional investment by Acorn in USSI and DSIT
|
|
$
|
600
|
|
|
$
|
1,067
|
|
|
$
|
202
|
|
|
|
Value of shares issued under dividend reinvestment plan
|
|
|
|
$
|
175
|
|
|
$
|
117
|
|
||
|
|
Value of warrants issued in capital raise
|
|
|
|
|
|
|
$
|
482
|
|
|||
|
|
Value of shares issued as compensation
|
|
$
|
101
|
|
|
|
|
|
|
|
||
|
|
Dividends payable
|
|
$
|
876
|
|
|
|
|
|
|
|
(a)
|
Description of Business
|
•
|
Oil and Gas Sensor Systems (formerly known as Energy and Security Sensor Systems). These products and services are provided by the Company's US Seismic Systems, Inc. subsidiary ("USSI") which develops and produces “state of the art” fiber optic sensing systems for the energy, commercial security and defense markets.
|
•
|
Sonar and acoustic related solutions for energy, defense and commercial markets and other real-time embedded hardware and software development is reported in the Company’s Energy & Security Sonar Solutions segment whose activities are conducted through its DSIT Solutions Ltd. (“DSIT”) subsidiary.
|
•
|
Smart Grid Distribution Automation. These products and services are provided by the Company's GridSense
TM
subsidiaries (GridSense Inc. in the United States and GridSense Pty Ltd. and CHK GridSense Pty Ltd. in Australia - collectively "GridSense") which develop, market and sell remote monitoring and control systems to electric utilities and industrial facilities worldwide.
|
•
|
Power Generation (PG) Monitoring. These products and services are provided by the Company's OmniMetrix
TM
, LLC (“OmniMetrix”) subsidiary, acquired in February 2012 (See Note 3(a)). OmniMetrix's PG products and services deliver critical, real-time machine information to customers and provide remote diagnostics that give users real-time visibility of their equipment.
|
(b)
|
Accounting Principles
|
(c)
|
Use of Estimates in Preparation of Financial Statements
|
(d)
|
Amounts in the footnotes in the Financial Statements
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Net income available to common stockholders
|
|
$
|
35,409
|
|
|
$
|
(16,711
|
)
|
|
$
|
(29,714
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
-Basic
|
|
17,462
|
|
|
17,891
|
|
|
18,916
|
|
|||
Add: Warrants
|
|
26
|
|
|
—
|
|
|
—
|
|
|||
Add: Stock options
|
|
255
|
|
|
—
|
|
|
—
|
|
|||
-Diluted
|
|
17,743
|
|
|
17,891
|
|
|
18,916
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
$
|
2.03
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
Diluted net income per share
|
|
$
|
1.99
|
|
|
$
|
(0.93
|
)
|
|
$
|
(1.57
|
)
|
(a)
|
OmniMetrix, LLC.
|
Cash
|
$
|
665
|
|
Accounts receivable
|
328
|
|
|
Inventory
|
234
|
|
|
Other current assets
|
10
|
|
|
Property and equipment
|
26
|
|
|
Intangible assets (see Note 12 for allocation to segments)
|
5,581
|
|
|
Goodwill (see Note 12 for allocation to segments)
|
1,930
|
|
|
Total assets acquired
|
8,774
|
|
|
|
|
|
|
Current liabilities
|
(274
|
)
|
|
Fair value of net assets acquired
|
$
|
8,500
|
|
Intangible Asset Acquired
|
Estimated value
|
|
Weighted average estimated useful life in years
|
||
OmniMetrix technologies
|
$
|
2,319
|
|
|
10
|
Customer relationships
|
3,236
|
|
|
14
|
|
Non-compete agreements
|
26
|
|
|
6
|
|
|
$
|
5,581
|
|
|
|
(b)
|
U.S. Seismic Systems, Inc. ("USSI")
|
(c)
|
DSIT Solutions, Ltd. ("DSIT")
|
(d)
|
GridSense
|
Employee severance and termination benefits
|
|
$
|
302
|
|
Facilities costs
|
|
101
|
|
|
Abandonment of fixed assets
|
|
39
|
|
|
Inventory obsolescence
|
|
152
|
|
|
Total
|
|
$
|
594
|
|
|
|
Employee severance and termination benefits
|
|
Facilities
|
|
Inventory and fixed asset impairments
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision
|
|
302
|
|
|
101
|
|
|
191
|
|
|
594
|
|
||||
Cash payments
|
|
(239
|
)
|
|
(101
|
)
|
|
—
|
|
|
(340
|
)
|
||||
Non-cash settlements
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
(191
|
)
|
||||
Balance at December 31, 2013
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Employee severance and termination benefits
|
|
$
|
178
|
|
Facilities costs
|
|
202
|
|
|
Fixed asset impairments, net
|
|
415
|
|
|
Total
|
|
$
|
795
|
|
|
|
Employee severance and termination benefits
|
|
Facilities
|
|
Fixed asset impairments
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision
|
|
178
|
|
|
202
|
|
|
415
|
|
|
795
|
|
||||
Cash payments
|
|
(133
|
)
|
|
(8
|
)
|
|
—
|
|
|
(141
|
)
|
||||
Non-cash settlements
|
|
—
|
|
|
—
|
|
|
(415
|
)
|
|
(415
|
)
|
||||
Balance at December 31, 2013
|
|
$
|
45
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
239
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Net loss (income) attributable to NCI in DSIT
|
|
$
|
(22
|
)
|
|
$
|
(84
|
)
|
|
$
|
61
|
|
Net loss attributable to NCI in USSI
|
|
571
|
|
|
1,108
|
|
|
1,214
|
|
|||
Net loss attributable to NCI
|
|
$
|
549
|
|
|
$
|
1,024
|
|
|
$
|
1,275
|
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
Raw materials
|
|
$
|
3,281
|
|
|
$
|
2,771
|
|
Work-in-process
|
|
782
|
|
|
506
|
|
||
Finished goods
|
|
1,043
|
|
|
1,263
|
|
||
|
|
$
|
5,106
|
|
|
$
|
4,540
|
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
Prepaid expenses and deposits
|
|
$
|
396
|
|
|
$
|
656
|
|
Taxes receivable
|
|
2,096
|
|
|
—
|
|
||
Employee advances
|
|
195
|
|
|
150
|
|
||
Other receivables
|
|
—
|
|
|
190
|
|
||
Funded severance assets
|
|
—
|
|
|
137
|
|
||
Deferred taxes
|
|
288
|
|
|
138
|
|
||
Derivative assets
|
|
112
|
|
|
—
|
|
||
Deferred costs
|
|
460
|
|
|
424
|
|
||
|
|
$
|
3,547
|
|
|
$
|
1,695
|
|
|
|
Estimated Useful Life (in years)
|
|
As of December 31,
|
||||||
|
|
|
|
2012
|
|
2013
|
||||
Cost:
|
|
|
|
|
|
|
|
|
||
Computer hardware and software
|
|
2 - 5
|
|
$
|
1,081
|
|
|
$
|
1,374
|
|
Equipment *
|
|
3 - 14
|
|
1,636
|
|
|
2,886
|
|
||
Vehicles
|
|
5
|
|
43
|
|
|
21
|
|
||
Leasehold improvements
|
|
Term of
lease |
|
482
|
|
|
1,103
|
|
||
|
|
|
|
3,242
|
|
|
5,384
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
|
|
|
|
||
Computer hardware and software
|
|
|
|
759
|
|
|
832
|
|
||
Equipment
|
|
|
|
1,111
|
|
|
1,669
|
|
||
Vehicles
|
|
|
|
34
|
|
|
13
|
|
||
Leasehold improvements
|
|
|
|
411
|
|
|
438
|
|
||
|
|
|
|
2,315
|
|
|
2,952
|
|
||
Property and equipment, net
|
|
|
|
$
|
927
|
|
|
$
|
2,432
|
|
|
|
Energy & Security Sonar Solutions segment
|
|
GridSense segment
|
|
USSI segment
|
|
Power Generation Monitoring segment
|
|
Cathodic Protection segment*
|
|
Total
|
||||||||||||
Balance as of December 31, 2011
|
|
$
|
527
|
|
|
$
|
2,708
|
|
|
$
|
1,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,637
|
|
Goodwill recorded in the acquisition of OmniMetrix (see Note 3(a))
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,517
|
|
|
$
|
413
|
|
|
1,930
|
|
|
Translation adjustment
|
|
14
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||||
Balance as of December 31, 2012
|
|
541
|
|
|
2,757
|
|
|
1,402
|
|
|
1,517
|
|
|
413
|
|
|
6,630
|
|
||||||
Impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,517
|
)
|
|
(413
|
)
|
|
(1,930
|
)
|
||||||
Translation adjustment
|
|
40
|
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
||||||
Balance as of December 31, 2013
|
|
$
|
581
|
|
|
$
|
2,446
|
|
|
$
|
1,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,429
|
|
|
|
Energy &
Security Sonar Solutions segment |
|
GridSense segment
|
|
USSI segment
|
|
Power Generation Monitoring segment
|
|
Cathodic Protection segment**
|
|
|
||||||||||||||||||||||||||||||||
|
|
Cost
|
|
A.A.*
|
|
Cost
|
|
A.A.*
|
|
Cost
|
|
A.A.*
|
|
Cost
|
|
A.A.*
|
|
Cost
|
|
A.A.*
|
|
Total
|
||||||||||||||||||||||
Balance as of December 31, 2011
|
|
$
|
519
|
|
|
$
|
(274
|
)
|
|
$
|
2,748
|
|
|
$
|
(543
|
)
|
|
$
|
2,565
|
|
|
$
|
(235
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,780
|
|
Acquisition of license
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||||||||
Intangibles recorded in the acquisition of OmniMetrix (see Note 3(a))
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,385
|
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
5,581
|
|
|||||||||||
Amortization
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
|
(118
|
)
|
|
(977
|
)
|
|||||||||||
Cumulative translation adjustment
|
|
13
|
|
|
(9
|
)
|
|
29
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||||||
Balance as of December 31, 2012
|
|
532
|
|
|
(364
|
)
|
|
2,777
|
|
|
(873
|
)
|
|
2,715
|
|
|
(380
|
)
|
|
4,385
|
|
|
(309
|
)
|
|
1,196
|
|
|
(118
|
)
|
|
9,561
|
|
|||||||||||
Amortization
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(252
|
)
|
|
—
|
|
|
(101
|
)
|
|
(849
|
)
|
|||||||||||
Impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,385
|
)
|
|
561
|
|
|
(1,196
|
)
|
|
219
|
|
|
(4,801
|
)
|
|||||||||||
Sale of Bushing IQ (see Note 3(d))
|
|
—
|
|
|
—
|
|
|
(322
|
)
|
|
263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||||||||||
Cumulative translation adjustment
|
|
40
|
|
|
(36
|
)
|
|
(184
|
)
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||||||||
Balance as of December 31, 2013
|
|
$
|
572
|
|
|
$
|
(482
|
)
|
|
$
|
2,271
|
|
|
$
|
(811
|
)
|
|
$
|
2,715
|
|
|
$
|
(530
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,735
|
|
Weighted average estimated useful lives in years
|
|
6
|
|
11.1
|
|
20
|
|
|
|
|
|
|
Segment
|
|
Type of Intangible
|
Energy & Security Sonar Solutions
|
|
Naval technologies
|
GridSense
|
|
Software and customer relationships
|
USSI
|
|
Sensor technologies and license
|
Power Generation Monitoring
|
|
Technologies, customer relationships and non-compete agreements
|
Cathodic Protection*
|
|
Technologies and customer relationships
|
(a)
|
Lines of credit
|
(b)
|
Bank Debt
|
(c)
|
Other Debt
|
(d)
|
Debt summary
|
|
|
As of December 31,
|
||||
|
|
2012
|
|
2013
|
||
Lines of credit
|
|
—
|
|
|
2,303
|
|
Bank debt
|
|
143
|
|
|
—
|
|
Capital lease obligations
|
|
10
|
|
|
—
|
|
Total debt
|
|
153
|
|
|
2,303
|
|
Less: Lines-of-credit
|
|
—
|
|
|
(2,303
|
)
|
Less: Current portion of debt
|
|
(153
|
)
|
|
—
|
|
Long-term debt
|
|
—
|
|
|
—
|
|
|
|
As of December 31,
|
||||
|
|
2012
|
|
2013
|
||
Taxes payable
|
|
561
|
|
|
504
|
|
Accrued expenses
|
|
1,029
|
|
|
2,222
|
|
Warranty provision
|
|
51
|
|
|
178
|
|
Restructuring liabilities
|
|
—
|
|
|
137
|
|
Other
|
|
67
|
|
|
150
|
|
|
|
1,708
|
|
|
3,191
|
|
(a)
|
Accrued Severance and Severance Assets
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
|
|
|
|
||||
Current severance liability
|
|
$
|
—
|
|
|
$
|
151
|
|
Non-current severance liability
|
|
4,491
|
|
|
4,973
|
|
||
Total severance liability
|
|
$
|
4,491
|
|
|
$
|
5,124
|
|
|
|
|
|
|
||||
Amount of the total severance liability with respect to employees reaching legal retirement age in Israel during the years 2014 - 2023
|
|
$
|
1,777
|
|
|
$
|
2,071
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Current severance assets
|
|
$
|
—
|
|
|
$
|
137
|
|
Non-current severance assets
|
|
3,165
|
|
|
3,539
|
|
||
Total severance assets
|
|
3,165
|
|
|
3,676
|
|
||
|
|
|
|
|
||||
Amount of the total severance assets with respect to employees reaching legal retirement age in Israel during the years 2014 - 2023
|
|
$
|
1,097
|
|
|
$
|
1,265
|
|
(b)
|
Defined Contribution Plans
|
(a)
|
Leases of Property and Equipment
|
Years ending December 31,
|
|
|
||
2014
|
|
$
|
978
|
|
2015
|
|
914
|
|
|
2016
|
|
437
|
|
|
2017
|
|
150
|
|
|
2018
|
|
107
|
|
|
2019 and thereafter
|
|
109
|
|
|
|
|
$
|
2,695
|
|
(b)
|
Guarantees
|
(c)
|
Royalties
|
(a)
|
General
|
(b)
|
Dividend Reinvestment Plan
|
(c)
|
Dividends
|
Period
|
|
Regular dividend per share
|
|
Special dividend per share
|
|
Total dividend paid per share
|
|
Dividend paid in cash
|
|
Value of dividend paid in shares under the DRIP
|
|
Total dividend paid
|
|
Value of share discount under the DRIP
|
|
Number of shares granted under the DRIP
|
|||||||||||||||
Fourth quarter 2011
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
—
|
|
Year ended December 31, 2011
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
First quarter 2012
|
|
$
|
0.035
|
|
|
$
|
0.05
|
|
|
$
|
0.085
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
—
|
|
Second quarter 2012
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
—
|
|
|
—
|
|
Third quarter 2012
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
559
|
|
|
$
|
69
|
|
|
$
|
628
|
|
|
$
|
4
|
|
|
8,429
|
|
Fourth quarter 2012
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
526
|
|
|
$
|
106
|
|
|
$
|
632
|
|
|
$
|
6
|
|
|
14,305
|
|
Year ended December 31, 2012
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
|
$
|
3,208
|
|
|
$
|
175
|
|
|
$
|
3,383
|
|
|
$
|
10
|
|
|
22,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
First quarter 2013
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
517
|
|
|
$
|
117
|
|
|
$
|
634
|
|
|
$
|
6
|
|
|
18,976
|
|
Year ended December 31, 2013
|
|
$
|
0.035
|
|
|
$
|
—
|
|
|
$
|
0.035
|
|
|
$
|
517
|
|
|
$
|
117
|
|
|
$
|
634
|
|
|
$
|
6
|
|
|
18,976
|
|
(d)
|
Capital Raise
|
(e)
|
Summary Employee Option Information
|
|
|
2011
|
|
2012
|
|
2013
|
|||||||||||||||
|
|
Number of shares
|
|
Weighted average exercise price
|
|
Number of shares
|
|
Weighted average exercise price
|
|
Number of shares
|
|
Weighted average exercise price
|
|||||||||
Options granted to - directors and officers (included above) during the year
|
|
141,666
|
|
|
$
|
4.51
|
|
|
211,898
|
|
|
$
|
8.02
|
|
|
201,095
|
|
*
|
$
|
5.98
|
|
Exercised by directors and officers during the year
|
|
159,779
|
|
|
$
|
2.64
|
|
|
199,697
|
|
|
$
|
3.12
|
|
|
30,316
|
|
|
$
|
3.30
|
|
Forfeited by directors and officers during the year
|
|
351,221
|
|
|
$
|
3.00
|
|
|
127,803
|
|
|
$
|
5.75
|
|
|
125,518
|
|
|
$
|
4.11
|
|
Number of options held by directors and officers at year end
|
|
1,199,999
|
|
|
$
|
4.13
|
|
|
1,134,397
|
|
|
$
|
4.95
|
|
|
1,179,658
|
|
|
$
|
5.30
|
|
|
|
2011
|
|
2012
|
|
2013
|
||||||
Risk-free interest rate
|
|
1.8
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
|||
Expected term of options, in years
|
|
5.5
|
|
|
7.0
|
|
|
6.7
|
|
|||
Expected annual volatility
|
|
62
|
%
|
|
58
|
%
|
|
59
|
%
|
|||
Expected dividend yield
|
|
1.8
|
%
|
|
1.3
|
%
|
|
0.2
|
%
|
|||
Determined weighted average grant date fair value per option
|
|
$
|
2.17
|
|
|
$
|
3.72
|
|
|
$
|
3.36
|
|
(f)
|
Non-Employee Options
|
(g)
|
Summary Employee and Non-Employee Option Information
|
|
|
2011
|
|
2012
|
|
2013
|
|
|||||||||||||||
|
|
Number
of Options
(in shares)
|
|
Weighted
Average
Exercise
Price
|
|
Number
of Options
(in shares)
|
|
Weighted
Average
Exercise
Price
|
|
Number
of Options
(in shares)
|
|
Weighted
Average
Exercise
Price
|
|
|||||||||
Outstanding at beginning of year
|
|
1,817,665
|
|
|
$
|
3.69
|
|
|
1,388,333
|
|
|
$
|
4.17
|
|
|
1,311,397
|
|
|
$
|
5.20
|
|
|
Granted at market price
|
|
166,666
|
|
|
4.63
|
|
|
348,898
|
|
|
7.85
|
|
|
246,095
|
|
|
6.06
|
|
|
|||
Exercised *
|
|
(231,831
|
)
|
|
2.62
|
|
|
(252,453
|
)
|
|
3.24
|
|
|
(30,316
|
)
|
|
3.30
|
|
|
|||
Forfeited or expired
|
|
(364,167
|
)
|
|
3.00
|
|
|
(173,381
|
)
|
|
5.10
|
|
|
(125,518
|
)
|
|
4.11
|
|
|
|||
Outstanding at end of year
|
|
1,388,333
|
|
|
4.17
|
|
|
1,311,397
|
|
|
5.20
|
|
|
1,401,658
|
|
|
5.49
|
|
|
|||
Exercisable at end of year
|
|
1,267,915
|
|
|
$
|
4.08
|
|
|
954,432
|
|
|
$
|
4.26
|
|
|
1,029,507
|
|
|
$
|
5.06
|
|
|
|
|
Shares granted in net exercise of options
|
|
Options forfeited in net exercise of options
|
|
Total net exercise options
|
|
Weighted average exercise price for net exercise options
|
|
Options exercised for cash
|
|
Weighted average exercise price for options exercised for cash
|
||||
Year ended December 31, 2011
|
|
148,165
|
|
|
304,167
|
|
|
452,332
|
|
|
$2.69
|
|
83,666
|
|
|
$2.51
|
Year ended December 31, 2012
|
|
101,619
|
|
|
148,381
|
|
|
250,000
|
|
|
$5.06
|
|
150,834
|
|
|
$2.02
|
Year ended December 31, 2013
|
|
30,316
|
|
|
102,184
|
|
|
132,500
|
|
|
$3.30
|
|
—
|
|
|
—
|
|
|
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)
|
|
|
||
$2.24 – $2.56
|
|
157,500
|
|
|
0.68
|
|
$2.44
|
|
157,500
|
|
|
$2.44
|
$3.51 – $3.90
|
|
150,276
|
|
|
3.58
|
|
$3.68
|
|
103,818
|
|
|
$3.74
|
$4.09 – $5.00
|
|
238,333
|
|
|
2.71
|
|
$4.59
|
|
229,999
|
|
|
$4.57
|
$5.05 – $5.91
|
|
332,500
|
|
|
4.30
|
|
$5.22
|
|
317,500
|
|
|
$5.19
|
$6.31 - $7.57
|
|
359,690
|
|
|
6.16
|
|
$6.92
|
|
115,664
|
|
|
$7.13
|
$7.60 - $11.42
|
|
163,359
|
|
|
5.83
|
|
$8.82
|
|
105,026
|
|
|
$8.63
|
|
|
1,401,658
|
|
|
|
|
|
|
1,029,507
|
|
|
|
|
|
Year ended
December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Research and development expense
|
|
—
|
|
|
81
|
|
|
41
|
|
|||
Selling, general and administrative expense*
|
|
458
|
|
|
774
|
|
|
1,134
|
|
|||
Total stock compensation expense
|
|
$
|
458
|
|
|
$
|
855
|
|
|
$
|
1,219
|
|
(h)
|
DSIT Stock Option Plan
|
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
|
|
Number
of
Options
(in
shares)
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Options
(in
shares)
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Options
(in
shares)
|
|
Weighted
Average
Exercise
Price
|
||||||
Outstanding at beginning of year
|
|
152,400
|
|
$
|
1.18
|
|
|
240,824
|
|
$
|
1.67
|
|
|
238,764
|
|
$
|
1.69
|
|
Granted at fair value
|
|
93,054
|
*
|
$
|
2.45
|
|
|
—
|
|
$
|
—
|
|
|
6,700
|
*
|
$
|
2.70
|
|
Exercised
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Forfeited
|
|
(4,630)
|
|
$
|
1.09
|
|
|
(2,060)
|
*
|
$
|
2.51
|
|
|
(1,540)
|
*
|
$
|
2.70
|
|
Outstanding at end of year
|
|
240,824
|
|
$
|
1.67
|
|
|
238,764
|
|
$
|
1.69
|
|
|
243,924
|
|
$
|
1.78
|
|
Exercisable at end of year
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
101,904
|
|
$
|
1.51
|
|
|
|
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)
|
|
|
||||||
$1.05 – $1.26
|
|
147,770
|
|
|
4.6
|
|
$
|
1.18
|
|
|
81,068
|
|
|
$
|
1.20
|
|
$2.70
|
|
96,154
|
|
|
4.6
|
|
$
|
2.70
|
|
|
20,836
|
|
|
$
|
2.70
|
|
|
|
243,924
|
|
|
|
|
$
|
1.78
|
|
|
101,904
|
|
|
$
|
1.51
|
|
(i)
|
DSIT Warrants
|
(j)
|
USSI Stock Option Plan
|
|
|
2012
|
|
2013
|
||||||||||||||
|
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average Remaining Contractual Life |
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average Remaining Contractual Life |
||||||
|
|
(in shares)
|
|
|
|
(in years)
|
|
(in shares)
|
|
|
|
(in years)
|
||||||
Outstanding at beginning of year
|
|
—
|
|
|
$
|
—
|
|
|
|
|
632,375
|
|
|
$
|
1.72
|
|
|
|
Granted at fair value
|
|
637,375
|
|
|
1.72
|
|
|
|
|
50,000
|
|
|
1.72
|
|
|
|
||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||
Forfeited
|
|
(5,000
|
)
|
|
1.72
|
|
|
|
|
(46,000
|
)
|
|
1.72
|
|
|
|
||
Outstanding at end of year
|
|
632,375
|
|
|
1.72
|
|
|
6.7
|
|
636,375
|
|
|
1.72
|
|
|
5.7
|
||
Exercisable at end of year
|
|
322,337
|
|
|
$
|
1.72
|
|
|
6.7
|
|
460,619
|
|
|
$
|
1.72
|
|
|
5.7
|
(k)
|
Warrants
|
|
|
2011
|
|
2012
|
|
2013
|
|||||||||||||||
|
|
Number of shares underlying warrants
|
|
Weighted Average Exercise Price
|
|
Number of shares underlying warrants
|
|
Weighted Average Exercise Price
|
|
Number of shares underlying warrants
|
|
Weighted Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
|
313,806
|
|
|
$
|
4.29
|
|
|
313,806
|
|
|
$
|
4.29
|
|
|
28,750
|
|
|
$
|
3.68
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,281
|
|
|
3.14
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
(269,808
|
)
|
|
4.35
|
|
|
(5,750
|
)
|
|
3.68
|
|
|||
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
(15,248
|
)
|
|
3.68
|
|
|
—
|
|
|
—
|
|
|||
Outstanding and exercisable at end of year
|
|
313,806
|
|
|
$
|
4.29
|
|
|
28,750
|
|
|
$
|
3.68
|
|
|
285,281
|
|
|
$
|
3.18
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Interest income
|
|
$
|
39
|
|
|
$
|
146
|
|
|
$
|
48
|
|
Interest expense
|
|
(198
|
)
|
|
(104
|
)
|
|
(108
|
)
|
|||
Exchange gain, net
|
|
133
|
|
|
15
|
|
|
182
|
|
|||
|
|
$
|
(26
|
)
|
|
$
|
57
|
|
|
$
|
122
|
|
(a)
|
Composition of loss from continuing operations before income taxes is as follows:
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Domestic
|
|
$
|
(7,053
|
)
|
|
$
|
(20,167
|
)
|
|
$
|
(29,357
|
)
|
Foreign
|
|
(515
|
)
|
|
(524
|
)
|
|
(1,476
|
)
|
|||
|
|
$
|
(7,568
|
)
|
|
$
|
(20,691
|
)
|
|
$
|
(30,833
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
1,800
|
|
|
$
|
(1,802
|
)
|
|
$
|
—
|
|
State and local
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Foreign
|
|
88
|
|
|
676
|
|
|
—
|
|
|||
|
|
1,890
|
|
|
(1,124
|
)
|
|
2
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
Federal
|
|
(14,571
|
)
|
|
(1,434
|
)
|
|
—
|
|
|||
State and local
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(86
|
)
|
|
(398
|
)
|
|
154
|
|
|||
|
|
(14,657
|
)
|
|
(1,832
|
)
|
|
154
|
|
|||
Total income tax expense (benefit)
|
|
$
|
(12,767
|
)
|
|
$
|
(2,956
|
)
|
|
$
|
156
|
|
(b)
|
Effective Income Tax Rates
|
|
|
Year ended December 31,
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|||
Statutory Federal rates
|
|
34
|
%
|
|
34
|
%
|
|
34
|
%
|
Increase (decrease) in income tax rate resulting from:
|
|
|
|
|
|
|
|
|
|
Tax on foreign activities
|
|
2
|
|
|
2
|
|
|
2
|
|
Other, net (primarily permanent differences)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Valuation allowance
|
|
135
|
|
|
(21
|
)
|
|
(35
|
)
|
Effective income tax rates
|
|
169
|
%
|
|
14
|
%
|
|
(1
|
)%
|
(c)
|
Analysis of Deferred Tax Assets and (Liabilities)
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
Deferred tax assets consist of the following:
|
|
|
|
|
|
|
||
Employee benefits and deferred compensation
|
|
$
|
1,386
|
|
|
$
|
1,981
|
|
Asset impairments
|
|
—
|
|
|
2,693
|
|
||
Other temporary differences
|
|
750
|
|
|
1,301
|
|
||
Net operating loss carryforwards
|
|
6,972
|
|
|
13,746
|
|
||
|
|
9,108
|
|
|
19,721
|
|
||
Valuation allowance
|
|
(8,413
|
)
|
|
(19,132
|
)
|
||
Net deferred tax assets
|
|
695
|
|
|
589
|
|
(d)
|
Summary of Tax Loss Carryforwards
|
Expiration
|
|
Federal*
|
|
State
|
|
Foreign
|
||||||
2021-2033
|
|
$
|
31,667
|
|
|
$
|
35,239
|
|
|
|
|
|
Unlimited
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|||
Total
|
|
$
|
31,667
|
|
|
$
|
35,239
|
|
|
$
|
3,000
|
|
(e)
|
Taxation in the United States
|
(f)
|
Taxation in Israel
|
(h)
|
Uncertain Tax Positions (UTP)
|
|
|
2012
|
|
2013
|
||||
Balance at January 1
|
|
$
|
73
|
|
|
$
|
—
|
|
Increases (decreases) in unrecognized tax benefits and associated interest and penalties as a result of tax positions made during the prior period
|
|
—
|
|
|
—
|
|
||
Decreases in unrecognized tax benefits and associated interest and penalties as a result of tax positions taken during the current period
|
|
(73
|
)
|
|
—
|
|
||
Balance at December 31
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
General Information
|
(1)
|
Energy & Security Sonar Solutions. We provide 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 through our DSIT Solutions Ltd. ("DSIT") subsidiary.
|
(2)
|
Smart Grid Distribution Automation. These products and services are provided by our GridSense
TM
subsidiaries (GridSense Inc. in the United States and GridSense Pty Ltd. and CHK GridSense Pty Ltd. in Australia - collectively "GridSense") which develop, market and sell remote monitoring and control systems to electric utilities and industrial facilities worldwide.
|
(3)
|
Oil and Gas Sensor Systems (formerly known as Energy and Security Sensor Systems). These products and services are provided by our US Seismic Systems, Inc. subsidiary ("USSI") which develops and produces “state of the art” fiber optic sensing systems for the energy, commercial security and defense markets.
|
(4)
|
Power Generation (PG) Monitoring. These products and services are provided by our OmniMetrix
TM
, LLC (“OmniMetrix”) subsidiary, acquired in February 2012. OmniMetrix's PG products and services deliver critical, real-time machine information to customers and provide remote diagnostics that give users real-time visibility of their equipment. As these activities were acquired in February 2012 (see Note 3(a)), there are no comparative results reported for these activities for the year ended 2011.
|
(b)
|
Information about Profit or Loss and Assets
|
|
|
Energy &
Security Sonar Solutions |
|
GridSense
|
|
Oil & Gas Sensor Systems
|
|
Power Generation Monitoring
|
|
Other
|
|
Total
|
||||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
11,815
|
|
|
5,026
|
|
|
1,468
|
|
|
1,671
|
|
|
1,776
|
|
|
21,756
|
|
||||||
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||||
Segment gross profit (loss)
|
|
3,817
|
|
|
1,828
|
|
|
(2,347
|
)
|
|
867
|
|
|
991
|
|
|
5,156
|
|
||||||
Impairment of goodwill and intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,341
|
|
|
1,390
|
|
|
6,731
|
|
||||||
Restructuring and related charges
|
|
—
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
||||||
Depreciation and amortization
|
|
247
|
|
|
342
|
|
|
385
|
|
|
252
|
|
|
128
|
|
|
1,354
|
|
||||||
Stock compensation expense
|
|
148
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
12
|
|
|
293
|
|
||||||
Segment net loss before income taxes
|
|
(243
|
)
|
|
(4,336
|
)
|
|
(9,646
|
)
|
|
(7,011
|
)
|
|
(1,266
|
)
|
|
(22,502
|
)
|
||||||
Segment assets
|
|
11,219
|
|
|
6,400
|
|
|
8,081
|
|
|
2,300
|
|
|
870
|
|
|
28,870
|
|
||||||
Expenditures for segment assets
|
|
333
|
|
|
14
|
|
|
1,998
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
$
|
12,229
|
|
|
$
|
3,662
|
|
|
$
|
1,464
|
|
|
$
|
502
|
|
|
$
|
1,562
|
|
|
$
|
19,419
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Segment gross profit (loss)
|
|
4,465
|
|
|
968
|
|
|
(1,021
|
)
|
|
129
|
|
|
662
|
|
|
5,203
|
|
||||||
Depreciation and amortization
|
|
226
|
|
|
390
|
|
|
322
|
|
|
309
|
|
|
145
|
|
|
1,392
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
323
|
|
||||||
Segment net income (loss) before income taxes
|
|
809
|
|
|
(5,378
|
)
|
|
(8,427
|
)
|
|
(1,033
|
)
|
|
(62
|
)
|
|
(14,091
|
)
|
||||||
Segment assets
|
|
9,512
|
|
|
8,382
|
|
|
7,759
|
|
|
7,495
|
|
|
2,442
|
|
|
35,590
|
|
||||||
Expenditures for segment assets
|
|
144
|
|
|
140
|
|
|
224
|
|
|
—
|
|
|
29
|
|
|
537
|
|
||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues from external customers
|
|
$
|
9,104
|
|
|
$
|
7,119
|
|
|
$
|
1,316
|
|
|
$
|
—
|
|
|
$
|
1,389
|
|
|
$
|
18,928
|
|
Intersegment revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Segment gross profit (loss)
|
|
3,019
|
|
|
3,327
|
|
|
(98
|
)
|
|
—
|
|
|
665
|
|
|
6,913
|
|
||||||
Depreciation and amortization
|
|
220
|
|
|
375
|
|
|
224
|
|
|
—
|
|
|
28
|
|
|
847
|
|
||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Segment net income (loss) before income taxes
|
|
(244
|
)
|
|
(1,448
|
)
|
|
(2,775
|
)
|
|
—
|
|
|
298
|
|
|
(4,169
|
)
|
||||||
Segment assets
|
|
7,871
|
|
|
7,757
|
|
|
5,515
|
|
|
—
|
|
|
482
|
|
|
21,625
|
|
||||||
Expenditures for segment assets
|
|
103
|
|
|
74
|
|
|
276
|
|
|
—
|
|
|
22
|
|
|
475
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Total consolidated revenues for reportable segments
|
|
$
|
17,539
|
|
|
$
|
17,857
|
|
|
$
|
19,980
|
|
Other operational segment revenues
|
|
1,389
|
|
|
1,562
|
|
|
1,776
|
|
|||
Total consolidated revenues
|
|
$
|
18,928
|
|
|
$
|
19,419
|
|
|
$
|
21,756
|
|
|
|
|
|
|
|
|
||||||
|
|
Year ended December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Total net loss before income taxes for reportable segments
|
|
$
|
(4,467
|
)
|
|
$
|
(14,029
|
)
|
|
$
|
(21,236
|
)
|
Other operational segment net income (loss) before income taxes
|
|
298
|
|
|
(62
|
)
|
|
(1,266
|
)
|
|||
Total segment net income (loss) before income taxes
|
|
(4,169
|
)
|
|
(14,091
|
)
|
|
(22,502
|
)
|
|||
Unallocated net cost of corporate headquarters*
|
|
(3,891
|
)
|
|
(5,114
|
)
|
|
(5,016
|
)
|
|||
Unallocated net cost of DSIT headquarters
|
|
—
|
|
|
(14
|
)
|
|
(53
|
)
|
|||
Unallocated net cost of OmniMetrix headquarters
|
|
—
|
|
|
(1,472
|
)
|
|
(3,262
|
)
|
|||
Gain on sale of HangXing (see Note 6)
|
|
492
|
|
|
—
|
|
|
—
|
|
|||
Consolidated net loss before tax
|
|
$
|
(7,568
|
)
|
|
$
|
(20,691
|
)
|
|
$
|
(30,833
|
)
|
|
|
As of December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Total assets for reportable segments
|
|
$
|
21,625
|
|
|
$
|
35,590
|
|
|
$
|
28,870
|
|
Unallocated assets of DSIT headquarters
|
|
6,181
|
|
|
6,156
|
|
|
5,519
|
|
|||
Unallocated assets of OmniMetrix headquarters
|
|
—
|
|
|
1,072
|
|
|
640
|
|
|||
Assets of corporate headquarters *
|
|
57,999
|
|
|
24,518
|
|
|
15,927
|
|
|||
Total consolidated assets
|
|
$
|
85,805
|
|
|
$
|
67,336
|
|
|
$
|
50,956
|
|
Other Significant Items
|
|
Segment
Totals |
|
Adjustments
|
|
Consolidated
Totals
|
||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
1,354
|
|
|
$
|
102
|
|
*
|
$
|
1,456
|
|
Stock compensation expense
|
|
293
|
|
|
926
|
|
|
1,219
|
|
|||
Expenditures for assets
|
|
2,345
|
|
|
1,121
|
|
**
|
3,466
|
|
|||
Year ended December 31, 2012
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
1,392
|
|
|
$
|
14
|
|
*
|
$
|
1,406
|
|
Stock compensation expense
|
|
323
|
|
|
532
|
|
|
855
|
|
|||
Expenditures for assets
|
|
537
|
|
|
147
|
|
**
|
684
|
|
|||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
$
|
847
|
|
|
$
|
4
|
|
|
$
|
851
|
|
Stock compensation expense
|
|
—
|
|
|
458
|
|
|
458
|
|
|||
Expenditures for assets
|
|
475
|
|
|
27
|
|
|
502
|
|
|
|
December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Revenues based on location of customer:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
4,856
|
|
|
$
|
3,344
|
|
|
$
|
5,866
|
|
Israel
|
|
4,268
|
|
|
3,773
|
|
|
8,164
|
|
|||
Asia
|
|
6,280
|
|
|
10,010
|
|
|
5,908
|
|
|||
Oceania
|
|
3,190
|
|
|
1,734
|
|
|
1,589
|
|
|||
Other
|
|
334
|
|
|
558
|
|
|
229
|
|
|||
|
|
$
|
18,928
|
|
|
$
|
19,419
|
|
|
$
|
21,756
|
|
|
|
December 31,
|
||||||||||
|
|
2011
|
|
2012
|
|
2013
|
||||||
Long-lived assets located in the following countries:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
350
|
|
|
$
|
602
|
|
|
$
|
1,850
|
|
Israel
|
|
235
|
|
|
282
|
|
|
582
|
|
|||
Australia
|
|
50
|
|
|
43
|
|
|
—
|
|
|||
|
|
$
|
635
|
|
|
$
|
927
|
|
|
$
|
2,432
|
|
(d)
|
Revenues from Major Customers
|
|
|
|
|
Consolidated Revenues
|
||||||||||||||||
|
|
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Customer
|
|
Segment
|
|
Revenues
|
|
% of
Total
Revenues
|
|
Revenues
|
|
% of
Total
Revenues
|
|
Revenues
|
|
% of
Total
Revenues
|
||||||
A
|
|
Energy & Security Sonar Solutions
|
|
89
|
|
|
—
|
%
|
|
309
|
|
|
2
|
%
|
|
2,948
|
|
|
14
|
%
|
B
|
|
Energy & Security Sonar Solutions
|
|
2,094
|
|
|
11
|
%
|
|
1,504
|
|
|
8
|
%
|
|
361
|
|
|
2
|
%
|
C
|
|
Energy & Security Sonar Solutions
|
|
2,155
|
|
|
11
|
%
|
|
7,434
|
|
|
38
|
%
|
|
2,336
|
|
|
11
|
%
|
D
|
|
GridSense
|
|
2,436
|
|
|
13
|
%
|
|
187
|
|
|
1
|
%
|
|
87
|
|
|
—
|
%
|
|
|
As at December 31, 2012
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted deposits – current and non-current
|
|
$
|
814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
814
|
|
Derivative liabilities
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||
Total
|
|
$
|
926
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
926
|
|
|
|
2012
|
|
2013
|
||||||||||||||||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenues
|
|
$
|
4,183
|
|
|
$
|
5,727
|
|
|
$
|
4,713
|
|
|
$
|
4,796
|
|
|
$
|
5,716
|
|
|
$
|
5,233
|
|
|
$
|
4,982
|
|
|
$
|
5,825
|
|
Cost of sales
|
|
2,983
|
|
|
4,241
|
|
|
3,225
|
|
|
3,767
|
|
|
3,591
|
|
|
3,961
|
|
|
3,923
|
|
|
5,125
|
|
||||||||
Gross profit
|
|
1,200
|
|
|
1,486
|
|
|
1,488
|
|
|
1,029
|
|
|
2,125
|
|
|
1,272
|
|
|
1,059
|
|
|
700
|
|
||||||||
Research and development expenses, net
|
|
1,318
|
|
|
1,699
|
|
|
1,754
|
|
|
1,819
|
|
|
2,001
|
|
|
2,116
|
|
|
2,219
|
|
|
1,839
|
|
||||||||
Selling, general and administrative expenses
|
|
4,229
|
|
|
4,390
|
|
|
5,272
|
|
|
5,470
|
|
|
5,256
|
|
|
4,970
|
|
|
4,995
|
|
|
4,595
|
|
||||||||
Impairment of goodwill and intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
5,615
|
|
|
—
|
|
||||||||
Restructuring and related charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
|
772
|
|
|
23
|
|
||||||||
Operating loss
|
|
(4,347
|
)
|
|
(4,603
|
)
|
|
(5,538
|
)
|
|
(6,260
|
)
|
|
(5,132
|
)
|
|
(7,524
|
)
|
|
(12,542
|
)
|
|
(5,757
|
)
|
||||||||
Finance income (expense), net
|
|
(23
|
)
|
|
130
|
|
|
(160
|
)
|
|
110
|
|
|
14
|
|
|
75
|
|
|
(9
|
)
|
|
42
|
|
||||||||
Income (loss) before taxes on income
|
|
(4,370
|
)
|
|
(4,473
|
)
|
|
(5,698
|
)
|
|
(6,150
|
)
|
|
(5,118
|
)
|
|
(7,449
|
)
|
|
(12,551
|
)
|
|
(5,715
|
)
|
||||||||
Income tax benefit (expense)
|
|
(75
|
)
|
|
1,064
|
|
|
1,487
|
|
|
480
|
|
|
(69
|
)
|
|
(16
|
)
|
|
(143
|
)
|
|
72
|
|
||||||||
Net income (loss)
|
|
(4,445
|
)
|
|
(3,409
|
)
|
|
(4,211
|
)
|
|
(5,670
|
)
|
|
(5,187
|
)
|
|
(7,465
|
)
|
|
(12,694
|
)
|
|
(5,643
|
)
|
||||||||
Net (income) loss attributable to non-controlling interests
|
|
256
|
|
|
205
|
|
|
276
|
|
|
287
|
|
|
212
|
|
|
291
|
|
|
382
|
|
|
390
|
|
||||||||
Net income (loss) attributable to Acorn Energy, Inc
|
|
$
|
(4,189
|
)
|
|
$
|
(3,204
|
)
|
|
$
|
(3,935
|
)
|
|
$
|
(5,383
|
)
|
|
$
|
(4,975
|
)
|
|
$
|
(7,174
|
)
|
|
$
|
(12,312
|
)
|
|
$
|
(5,253
|
)
|
Basic and diluted net loss per share attributable to Acorn Energy, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total attributable to Acorn Energy, Inc. shareholders.
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
(0.24
|
)
|
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. – basic and diluted
|
|
17,680
|
|
|
17,912
|
|
|
17,934
|
|
|
18,038
|
|
|
18,077
|
|
|
18,091
|
|
|
18,091
|
|
|
21,450
|
|
1.
|
Reduction of Base Salary
. The first sentence of Section 3(a) of the Agreement, Compensation-Base Salary, is hereby deleted and the following substituted in its place:
|
2.
|
Base Salary Applicable to Certain Termination Events
. As used in clauses (d) and (e) of Section 6 of the Agreement, the term “then-current base salary” shall mean $425,000 (regardless of the amount specified in Section 3(a) of the Agreement as “base salary”.
|
3.
|
Payment Terms
. The first sentence of Section 8 of the Agreement is hereby deleted and the following substituted in its place:
|
4.
|
Ratification
. Moore and the Corporation hereby ratify and confirm the terms of the Agreement as amended hereinabove.
|
1.
|
Early Term End.
Notwithstanding anything in the Agreement to the contrary, the parties agree that the Term shall end as of December 31, 2013 (the “Termination Date”). In connection with such termination, it is further agreed that Section 3(b),
Other and Additional Compensation
, is hereby deemed to be deleted from the Agreement in its entirety. On the Termination Date, the Corporation shall pay to Rimer the sum of $73,728 (in addition to any unpaid amount due under Section 2(a) through such date) and shall have no further obligation to make payments under the Agreement pursuant to Section 6
, Termination
, or otherwise, except only unreimbursed expenses incurred (a) in the performance of the Agreement or (b) in Rimer’s capacity as a director of the Corporation, in either case in accordance with the Corporation’s policies.
The provision of the applicable option agreement and stock option plan shall control the forfeiture, vesting and exercisability of any options held by Rimer at the end of the Term.
|
2.
|
Reduction of Fees
. Section 2(a),
Compensation-Fixed Compensation
, is hereby deleted and the following substituted in its place:
|
3.
|
Mutual Covenants
. Both the Corporation (on behalf of itself and its officers, agents, directors, supervisors, employees, representatives and affiliates) and Rimer agree not to disparage one another nor make or publish any type of communication (oral or written) of a defamatory or disparaging statement regarding the other, without the other’s consent except as required by law, including without limitation the rules of the Securities and Exchange Commission (“SEC”). The parties acknowledge that this Amendment will be filed with the SEC and such filing is expressly permitted. The parties hereto acknowledge that a violation of this Section 3 will cause irreparable loss and harm to the other party which cannot be reasonably or adequately compensated by damages in an action at law, and accordingly, such other party will be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this section; but no action for any such relief shall be deemed to waive the right of the other party to an action for damages.
|
4.
|
Indemnification
6.3. Director and Officer Indemnification and Insurance.. The Corporation agrees that all rights to indemnification, advancement of expenses and exculpation by the Corporation now existing (including under the Indemnification Agreement, dated November 16, 2011, by and between the Corporation and Rimer), in favor Rimer shall survive the Termination Date and shall continue in full force and effect in accordance with their respective terms.
|
5.
|
Ratification
. Rimer and the Corporation hereby ratify and confirm the terms of the Agreement as amended hereinabove.
|
1.
|
Reduction of Contribution from the Corporation
. The Corporation reimburses DSIT for 75% of Barth’s salary (the “Acorn Component”) and related costs. Effective January 1, 2014, the Acorn Component shall be reduced by $10,000 per annum (the “Reduction”) and neither the Corporation nor DSIT shall have any obligation to pay the Reduction.
|
2.
|
Ratification
. The parties hereby ratify and confirm the terms of the Agreement as amended hereinabove.
|
Subsidiary
|
|
Jurisdiction
|
|
|
|
DSIT Solutions Ltd.
|
|
Israel
|
DSIT Sonar and Acoustics Ltd.
|
|
Israel
|
GridSense Pty. Ltd.
|
|
New South Wales, Australia
|
CHK GridSense Pty. Ltd.
|
|
New South Wales, Australia
|
GridSense Inc.
|
|
Colorado
|
US Seismic Systems, Inc.
|
|
Delaware
|
OMX Holdings, Inc.
|
|
Georgia
|
OmniMetrix, LLC
|
|
Georgia
|
1.
|
I have reviewed this report on Form 10-K of Acorn Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(a)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this report on Form 10-K of Acorn Energy, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(a)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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