8-K - ACFN - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported) August 9, 2021

ACORN

ENERGY, INC.

(Exactname of Registrant as Specified in its Charter)

Delaware	001-33886	22-2786081
(State<br> or Other Jurisdiction	(Commission	(IRS<br> Employer
of<br> Incorporation)	file<br> Number)	Identification<br> No.)
1000<br> N West St., Suite 1200, Wilmington, Delaware	19801
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code (410) 654-3315

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On August 9, 2021, the Registrant issued a press release announcing its 2021 second quarter results. The press release is attached as Exhibit 99.1 hereto.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

99.1 Press Release of Acorn Energy, Inc., dated August 9, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9th day of August, 2021.

ACORN ENERGY, INC.
By:	/s/ Tracy S. Clifford
Name:	Tracy<br> S. Clifford
Title:	Chief<br> Financial Officer

Exhibit99.1

RemoteMonitoring and Control Solutions Provider Acorn Reports

Q2’21Revenue, Gross Profit and Net Income Growth;

InvestorCall Today 11am ET

Wilmington,DE – August 9, 2021 – Acorn Energy, Inc. (OTCQB: ACFN), a provider of Internet of Things (IoT) remote monitoring and control solutions for stand-by power generators, gas pipelines, air compressors and other industrial equipment, announced improved results for the year-to-date and second quarter periods ended June 30, 2021.

SummaryFinancial Results

($ in thousands)	6M’21			6M’20					Q2’21			Q2’20
Monitoring revenue	$	2,025		$	1,853		+9.3	%	$	1,017		$	958		+6.2	%
Hardware revenue	$	1,291		$	953		+35.5	%	$	594		$	510		+16.5	%
Total revenue *	$	3,316		$	2,806		+18.2	%	$	1,611		$	1,468		+9.7	%
Gross profit	$	2,432		$	1,944		+25.1	%	$	1,222		$	1,022		+19.6	%
Gross margin		73.3	%		69.3	%				75.9	%		69.6	%

* All of Acorn’s revenue is derived from its 99%-owned operating subsidiary, OmniMetrix.

Non-GAAPMeasure

Reconciliationof GAAP Revenue to Cash-Basis Revenue

($ in thousands)	6M’21			6M’20			Q2’21			Q2’20
Total GAAP revenue	$	3,316		$	2,806		$	1,611		$	1,468
Less: <br>Amortization of deferred revenue		(2,922	)		(2,614	)		(1,465	)		(1,348	)
Plus: <br>Sales recorded to deferred revenue		3,087			2,604			1,705			1,347
Other adjustments and write-offs		(5	)		(9	)		(1	)		6
Total cash-basis revenue **	$	3,476		$	2,787		$	1,850		$	1,473
Year-over-year growth		25	%					26	%

**See definition of Non-GAAP measure below.

Jan Loeb, Acorn CEO, commented “Demonstrating our continued growth and the positive operating leverage of our business model, Q2’21 revenue improved to $1.6M, and Acorn achieved its third consecutive profitable quarter. Year-to-date, our revenue improved by $510,000 to $3.3M with the majority of this increase dropping to bottom line, as we moved from a loss to a small profit, even as our operating expenses grew with more travel and staff additions. Our year-to-date GAAP revenue growth of 18% is in line with our long term growth goal of 20%.

“Further, our cash-basis revenue rose 26% to $1.9M in Q2’21 and 25% to $3.5M in the first six months of 2021, versus the year-ago periods. We view the non-GAAP measure of cash-basis revenue as a good indicator of our business progress as it includes hardware and monitoring revenues that are deferred and recognized over the term of our customer contracts.

“Gross margins have improved over the past few years through a variety of initiatives including the launch of new higher-value monitoring equipment and services, in addition to ongoing design improvements. We continue to make strategic investments in new product initiatives, such as our Smart Annunciator for critical electrical systems that was launched in late 2020 and the launch of our Remote A/C Disconnect (RAD) solution last week. We are working on other new product opportunities both for current customers as well as opportunities in adjacent Industrial IoT and remote monitoring markets.

“Our first-class engineering team designs exceptional products that are backed by an experienced and very knowledgeable technical support and sales engineering staff. This proven team with its deep industry expertise and excellent customer service represents a significant competitive advantage for our Company. Given our unique capabilities and track record, combined with the limited overall penetration of the large-scale industrial markets we serve, there are significant long term growth prospects for our Company, particularly as economic activity gradually returns to pre-pandemic levels.

“We feel we have the personnel, capabilities and solid financial base to continue to grow our business organically, while also pursuing complementary accretive growth opportunities. Given our NOL position of nearly $70M at year-end 2020, we accrued no income tax expense in the first half of 2021. We expect our NOL position should largely shield Acorn from cash income taxes for the foreseeable future, thereby benefiting the company’s cash flow.”

FinancialHighlights

●	Revenue<br> rose 10% to $1.6M in Q2’21 from $1.5M in Q2’20, including a 16% increase in hardware revenue and a 6% increase in monitoring<br> revenue. The increased hardware revenue was due primarily to a more normalized sales environment in Q2’21, leading to more<br> sales of next-generation monitors, including our Hero-2 pipeline and Rectifier monitors, versus Q2’20 revenue which was impacted<br> by COVID-19 business disruptions. The increase in monitoring revenue is primarily due to a growing installed base of billable connections<br> that results from new hardware sales, as well as efforts to shift the sales focus from residential to commercial and industrial customers.
●	6M’21<br> revenue increased 18% over 6M’20 revenue to $3.3M, due primarily to sales of custom-designed monitoring units and an increase<br> in monitoring revenue.
●	Gross<br> profit grew 20% in Q2’21 compared to Q2’20, and 25% in the first six months of 2021 compared to the first six months<br> of 2020, principally due to increased hardware sales to commercial and industrial customers versus residential customers, an increase<br> in accessory sales, and growth in high-margin monitoring revenue.
●	OmniMetrix’s<br> total operating expenses increased 21% to $991,000 in Q2’21 from $822,000 in Q2’20, due to a $132,000 increase in selling,<br> general and administrative (SG&A) costs and a $37,000 increase in R&D expenses. Higher SG&A is due to an increase in<br> travel expenses, which were significantly lower than normal in 2020 due to COVID-19 travel and trade show restrictions; compensation<br> and benefits for two new sales engineers hired in March 2021; increased sales commissions; and ongoing investments in technology<br> infrastructure. Increased R&D expense is related to the development of next-generation products and possible new product lines.
---	---
●	OmniMetrix<br> generated operating income of $231,000 in Q2’21 versus operating income of $200,000 in Q2’20. For the first six months<br> of 2021, OmniMetrix operating income increased to $498,000 versus $149,000 in the first six months of 2020. The improvement in both<br> periods is primarily due to increased hardware and monitoring revenue and a higher gross margin.
●	Acorn<br> parent company SG&A costs increased 2% to $226,000 in Q2’21 from $222,000 in Q2’20 and declined vs. $241,000 in Q1’21,<br> due to the timing of certain expenses. Acorn does not expect annual corporate overhead to change materially except as may be required<br> to support the growth of its OmniMetrix subsidiary and for typical annual increases in professional fees and insurance premiums.
●	Reflecting<br> improved performance at OmniMetrix, Q2’21 net income attributable to Acorn shareholders improved by $35,000 to $2,000, or $0.00<br> per share, from a net loss of $33,000, or ($0.00) per share, in Q2’20. For the first six months of 2021, net income attributable<br> to Acorn shareholders improved by $338,000 to $22,000, or $0.00 per share, from a net loss of $316,000, or ($0.01) per share, in<br> the first six months of 2020.

Liquidityand Capital Resources

Consolidated cash and cash equivalents were $1,955,000 at the close of Q2’21, compared to $1,760,000 at the close of Q2’20 and $2,063,000 at December 31, 2020. In Q1’21, OmniMetrix paid off the $149,000 balance on its receivables-based line of credit, given the company’s current cash position and expected future cash flow from operations.

Cash generated from operating activities for the year-to-date period was $83,000 compared to $78,000 in the first six months of 2020. The Company continues to invest in technology and software development, spending $42,000 in the current year-to-date period compared to $88,000 in the prior-year period. Acorn expects to invest approximately $100,000 more by year-end 2021.

Although the economy has begun to rebound from the COVID-19 shutdowns and this has helped Acorn to regain momentum in its sales efforts to date in 2021, the potential impact of COVID-19 remains uncertain. The Company’s operations could be materially affected by the pandemic, including a material adverse impact on the Company’s financial position, operations and cash flows. Possible impacts may include, but are not limited to, disruption to the Company’s customers, revenue or supply chain, as well as employee absenteeism.

InvestorCall Details

Date/Time:	Monday,<br> August 9th at 11:00 am ET
Dial-in Number:	1-844-834-0644 or 1-412-317-5190 (Int’l)
Online Replay/Transcript:	Audio<br> file and call transcript will be posted to the
	Investor<br> section of Acorn’s website when available.
Submit Questions via Email:	acfn@catalyst-ir.com<br> – before or after the call.

AboutAcorn (www.acornenergy.com) and OmniMetrix^TM^ (www.omnimetrix.net)

Acorn Energy, Inc. owns a 99% equity stake in OmniMetrix, a pioneer and leader in machine-to-machine (M2M) and Internet of Things (IoT) wireless remote monitoring and control solutions for stand-by power generators, gas pipelines, air compressors and other industrial equipment. OmniMetrix’s proven, cost-effective solutions make critical systems more reliable. The company monitors tens of thousands of assets for customers, which include 25 Fortune/Global 500 companies. In addition to residential generators, OmniMetrix solutions monitor critical equipment used by cell towers, manufacturing plants, medical facilities, data centers, retail stores, public transportation systems, energy distribution and federal, state and municipal government facilities.

SafeHarbor Statement

This press release includes forward-looking statements, which are subject to risks and uncertainties. There is no assurance that Acorn will be successful in growing its business, reaching profitability, or maximizing the value of its operating company and other assets. A complete discussion of the risks and uncertainties that may affect Acorn Energy’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

Followus

Twitter: @Acorn_IR and @OmniMetrix

Investor Relations Contacts
Catalyst<br> IR
William<br> Jones, 267-987-2082
David<br> Collins, 212-924-9800
acfn@catalyst-ir.com

ACORNENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(INTHOUSANDS, EXCEPT PER SHARE DATA)

	Six months ended<br> June 30,						Three months ended<br> June 30,
	2021			2020			2021			2020
Revenue	$	3,316		$	2,806		$	1,611		$	1,468
Cost of sales		884			862			389			446
Gross profit		2,432			1,944			1,222			1,022
Operating expenses:
Research and development expense		353			293			175			138
Selling, general and administrative expense		2,048			1,947			1,042			906
Total operating expenses		2,401			2,240			1,217			1,044
Operating income (loss)		31			(296	)		5			(22	)
Finance expense, net		(5	)		(20	)		(1	)		(10	)
Income (loss) before income taxes		26			(316	)		4			(32	)
Income tax expense		—			—			—			—
Net income (loss)		26			(316	)		4			(32	)
Non-controlling interest share of net income		(4	)		—			(2	)		(1	)
Net income (loss) attributable to Acorn Energy, Inc. shareholders	$	22		$	(316	)	$	2		$	(33	)
Basic and diluted net income (loss) per share attributable to Acorn Energy, Inc. shareholders:	$	0.00		$	(0.01	)	$	0.00		$	(0.00	)
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic and diluted
Basic		39,687			39,659			39,687			39,687
Diluted		39,913			39,659			39,935			39,687

ACORNENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED BALANCE SHEETS (UNAUDITED)

(INTHOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

			As of <br> December 31, 2020
ASSETS
Current assets:
Cash	1,955		$	2,063
Accounts receivable, net	706			608
Inventory, net	363			236
Deferred charges	738			764
Other current assets	144			126
Total current assets	3,906			3,797
Property and equipment, net	273			268
Right-of-use assets, net	447			494
Other assets	701			642
Total assets	5,327		$	5,201
LIABILITIES AND DEFICIT
Current liabilities:
Short-term credit	-		$	149
Accounts payable	277			229
Accrued expenses	215			168
Deferred revenue	3,239			3,214
Current operating lease liabilities	103			99
Other current liabilities	32			33
Total current liabilities	3,866			3,892
Long-term liabilities:
Deferred revenue	1,480			1,340
Long-term operating lease liabilities	391			443
Other long-term liabilities	49			45
Total long-term liabilities	1,920			1,828
Commitments and contingencies Deficit:
Acorn Energy, Inc. shareholders
Common stock - 0.01 par value per share: Authorized – 42,000,000 shares; Issued – 39,687,589 shares at June 30, 2021 and December 31, 2020	397			397
Additional paid-in capital	102,762			102,726
Warrants	3			3
Accumulated deficit	(100,591	)		(100,613	)
Treasury stock, at cost – 801,920 shares at June 30, 2021 and December 31, 2020	(3,036	)		(3,036	)
Total Acorn Energy, Inc. shareholders’ deficit	(465	)		(523	)
Non-controlling interests	6			4
Total deficit	(459	)		(519	)
Total liabilities and deficit	5,327		$	5,201

All values are in US Dollars.

ACORNENERGY, INC. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(INTHOUSANDS)

	Six months ended June 30,
	2021			2020
Cash flows provided by operating activities:
Net income (loss)	$	26		$	(316	)
Depreciation and amortization		37			21
Non-cash lease expense		59			59
Stock-based compensation		36			19
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		(98	)		256
Increase in inventory		(127	)		(10	)
Increase in deferred charges		(33	)		(5	)
Decrease (increase) in other current assets and other assets		(18	)		63
Increase (decrease) in accounts payable and accrued expenses		95			(4	)
Increase (decrease) in deferred revenue		165			(10	)
Decrease in operating lease liability		(60	)		(38	)
Increase in other current liabilities and non-current liabilities		1			43
Net cash provided by operating activities		83			78
Cash flows used in investing activities:
Investments in technology		(42	)		(88	)
Payments made for patent filings		—			(3	)
Net cash used in investing activities		(42	)		(91	)
Cash flows provided by financing activities:
Short-term credit, net		(149	)		45
Loan proceeds		—			462
Stock option exercise proceeds		—			19
Net cash (used in) provided by financing activities		(149	)		526
Net (decrease) increase in cash		(108	)		513
Cash at the beginning of the year		2,063			1,247
Cash at the end of the period	$	1,955		$	1,760
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	4		$	16
Non-cash investing and financing activities:
Accrued preferred dividends to former Acorn director and/or former OmniMetrix CEO	$	2		$	2

Non-GAAPDefinition

OmniMetrix monitoring systems include the sale of equipment and of monitoring services. The majority of the sales of OmniMetrix equipment do not qualify as a separate unit of accounting. As a result, revenue (and related costs) associated with sale of equipment are recorded to deferred revenue (and deferred charges) upon shipment for PG and CP monitoring units. Revenue and related costs with respect to the sale of equipment are recognized over the estimated life of the units which are currently estimated to be three years. In the rare instance that a specific sale of OmniMetrix equipment does qualify as a separate unit of accounting (the unit is custom designed and sold without monitoring), the revenue is recognized when the unit is shipped to the customer and not deferred. Revenues from the prepayment of monitoring fees (generally paid twelve months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period.

Acorn has provided a non-GAAP financial measure of cash-basis revenue (sales) to aid investors in better understanding our sales performance. Acorn believes this non-GAAP measure assists investors by providing additional insight into our operational performance and helps clarify sales trends.. For comparability of reporting, management considers non-GAAP measures in conjunction with generally accepted accounting principles (GAAP) financial results in evaluating business performance. The non-GAAP financial measure presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.