8-K
ACORN ENERGY, INC. (ACFN)
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) November 10, 2022
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 November 10, 2022, the Registrant issued a press release announcing its 2022 third 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 November 10, 2022 |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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 10th day of November, 2022.
| ACORN<br> ENERGY, INC. | |
|---|---|
| By: | /s/ Tracy S. Clifford |
| Name: | Tracy<br> S. Clifford |
| Title: | Chief<br> Financial Officer |
Exhibit 99.1
PressRelease & Investor Call
RemoteIndustrial Monitoring and Control Solutions
ProviderAcorn Reports Q3 Revenue Growth
Dial-in: 1-844-834-0644 for Today’s 11am ET Investor Call
Wilmington,DE – November 10, 2022 – Acorn Energy, Inc. (OTCQB: ACFN), a provider of remote monitoring and control solutions for stand-by power generators, gas pipelines, air compressors and other industrial equipment, announced results for its third quarter (Q3’22) ended September 30, 2022 and will host an investor call today at 11:00 a.m. ET (details below).
SummaryFinancial Results
| ($ in thousands) | Q3’22 | Q3’21 | Change | 9M’22 | 9M’21 | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hardware revenue | $ | 825 | $ | 701 | +17.7 | % | $ | 2,241 | $ | 1,992 | +12.5 | % | ||||||
| Monitoring revenue | $ | 958 | $ | 1,005 | -4.7 | % | $ | 2,914 | $ | 3,030 | -3.8 | % | ||||||
| Total revenue * | $ | 1,783 | $ | 1,706 | +4.5 | % | $ | 5,155 | $ | 5,022 | +2.6 | % | ||||||
| Gross profit | $ | 1,215 | $ | 1,242 | -2.2 | % | $ | 3,719 | $ | 3,674 | +1.2 | % | ||||||
| Gross margin | 68.1 | % | 72.8 | % | 72.1 | % | 73.2 | % |
* 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) | Q3’22 | Q3’21 | 9M’22 | 9M’21 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total GAAP revenue | $ | 1,783 | $ | 1,706 | $ | 5,155 | $ | 5,022 | ||||
| Less: <br>Amortization of deferred revenue | (1,589 | ) | (1,480 | ) | (4,572 | ) | (4,402 | ) | ||||
| Plus: <br>Sales recorded to deferred revenue | 2,007 | 1,872 | 5,232 | 4,959 | ||||||||
| Other adjustments and write-offs | 1 | (13 | ) | 32 | (18 | ) | ||||||
| Total cash-basis revenue ** | $ | 2,202 | $ | 2,085 | $ | 5,847 | $ | 5,561 | ||||
| Year-over-year growth | 5.6 | % | 5.1 | % |
**See definition of Non-GAAP measure below.
CEOCommentary
Jan Loeb, Acorn’s CEO, commented, “Acorn delivered a solid Q3 performance despite inflation and other negative economic impacts such as higher interest rates and recession concerns faced by our customers. Hardware sales rose 18% in Q3, primarily related to our consistent base business in addition to significant purchases in the quarter from a real estate management customer that is deploying smart building technology on a portfolio of buildings it is now managing. The ‘sunsetting’ of 3G technology, which we have discussed in prior quarters, is now complete but continued to have a negative impact on our near-term monitoring revenue growth, as some customers chose not to upgrade or renew their data service when older units were decommissioned during 2022.
“Total revenue rose 5% and 3% in Q3’22 and year-to-date, respectively. Q3’22 cash-basis revenue grew 5.6% in Q3’22 and 5.1% in the first nine months of 2022. Cash-basis revenue differs from GAAP revenue due to GAAP deferment of hardware revenue over 36 months and of monitoring revenue over 12 months, typically. We have a bullish outlook for a strong finish to 2022, based on purchasing forecast discussions with current customers and new business leads to date in the fourth quarter.
“We continue to be focused on the commercial and industrial segment of the business, for example, a global business solutions provider recently began having OmniMetrix monitors installed for its standby generator monitoring needs. The company has over 150 domestic locations.
“Importantly, OmniMetrix solves some of our customers’ key challenges related to energy, the environment and their operating efficiency, helping to reduce personnel, travel and fuel costs as well as carbon emissions. Environmental and grid issues are not going away any time soon, and we are making steady progress in building awareness of our industry-leading technology and high-ROI solutions as we add more new customers to our portfolio each quarter.
“Looking into 2023 and beyond, we are very excited by the growth and profitability potential offered by electric grid relief – or ‘demand response’ programs. These programs, which let electric grid operators automatically shift the power load to stand-by generators during peak demand, rely on our remote monitoring and control capabilities. We partnered with CPower Energy Management, the leading national energy solutions provider, to create programs our dealers can offer to their customers. Generator owners are compensated each year just for enrolling to provide electric grid relief. Fees earned by OmniMetrix to enable and manage these programs have the potential to more than double our profitability on customers who enroll in these programs.
“In terms of our balance sheet, our liquidity position remained strong at quarter-end with approximately $1.1 million of cash, $0.9 million of receivables, and no outstanding debt. We continue to be well-positioned to fund our growth needs.”
FinancialHighlights
| ● | Q3’22<br> revenue rose 5% to $1,783,000, reflecting an 18% increase in hardware revenue and a 5% decrease<br> in monitoring revenue compared to Q3’21. Hardware revenue growth was primarily driven<br> by a large hardware order placed by a commercial customer during the quarter, while the monitoring<br> revenue decrease was due to discontinued connections as a result of sunsetting 3G technology.<br> Revenue increased 3% to $5,155,000 in the first nine months of 2022 compared to the 2021<br> period, as hardware revenue rose 13% and monitoring revenue declined 4%, also reflecting<br> the impact of 3G sunsetting. |
|---|---|
| ● | Q3’22<br> gross profit decreased 2% to $1,215,000 compared to $1,242,000 in Q3’21, reflecting<br> a decline in gross margin to 68% from 73%. The decline in gross profit margin is primarily<br> attributable to a revenue mix that included more hardware and less high-margin monitoring<br> revenue, as well as an increase in the cost of our components and a $31,000 non-cash write-off<br> of prior generation product component inventory. Gross profit for the first nine months of<br> 2022 improved by 1% compared to the first nine months of 2021. |
| --- | --- |
| ● | OmniMetrix<br> total operating expenses increased to $1,195,000 in Q3’22 from $977,000 in Q3’21,<br> due to higher R&D and SG&A expenses. SG&A rose to $968,000 in Q3’22 from<br> $798,000 in Q3’21, reflecting higher personnel expenses, technology consulting and<br> software fees, and travel and trade show expenses. R&D increased to $227,000 in Q3’22<br> from $179,000 in Q3’21, due to salary increases, the continued development of next-generation<br> remote monitoring and control products, and for exploration into new product lines. Corporate<br> overhead expenses decreased slightly in Q3’22 to $230,000, as compared to $240,000<br> in Q3’21. |
| --- | --- |
| ● | Net<br> loss attributable to Acorn Energy, Inc. shareholders was ($210,000), or ($0.01) per share,<br> in Q3’22 vs. net income of $23,000, or $0.00 per share, in Q3’21, with the loss<br> attributable to higher operating costs, as discussed above. For the first nine months of<br> 2022, net loss attributable to Acorn shareholders was ($556,000), or ($0.01) per share, as<br> compared to net income of $45,000, or $0.00 per share, in the first nine months of 2021. |
| --- | --- |
Liquidityand Cash Flow
Consolidated cash was $1,124,000 at September 30, 2022, compared to $1,722,000 at year-end December 31, 2021. As of November 8, 2022, Acorn had cash of $967,000. Accounts receivable increased to $1,334,000 as of November 8, 2022, versus $917,000 at September 30, 2022 and $876,000 at December 31, 2021.
Cash used in operating activities was $311,000 in the first nine months of 2022, compared to cash generated of $323,000 during the comparable 2021 period. The difference is due to the net loss in 2022, which is due in part to increased personnel costs for staff expansion and increases in salaries and bonuses, as well as to investments in inventory, mainly in the first half of 2022, to avoid procurement issues for key components and materials.
During the first nine months of 2022, Acorn also invested $286,000 in technology and software, primarily in the design of its new Azure cloud server environment, as well as investments in new hardware and software upgrades. These investments promote an enhanced remote monitoring experience for customers and provide a more flexible technology infrastructure to support the company’s future growth.
InvestorCall Details
| Date/Time: | Thursday,<br> November 10^th^ 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 Internet of Things (IoT) wireless remote monitoring and control solutions for stand-by power generators, gas pipelines, air compressors and other industrial equipment, serving tens of thousands of customers including 25 Fortune/Global 500 companies. OmniMetrix’s proven, cost-effective solutions make critical systems more reliable and also enable automated “demand response” electric grid support by enrolled back-up 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, in addition to residential back-up generators.
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. Acorn reminds investors that its operations could be materially affected by continued supply chain disruptions, new outbreaks of COVID-19 or variants, and the overall economic environment, which could include material adverse impacts on the Company’s operations, financial position, cash flows and reported results.
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
InvestorRelations Contacts
Catalyst IR
William Jones, 267-987-2082
David Collins, 212-924-9800
acfn@catalyst-ir.com
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(INTHOUSANDS, EXCEPT PER SHARE DATA)
| Nine months ended<br><br>September 30, | Three months ended<br><br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | $ | 5,155 | $ | 5,022 | $ | 1,783 | $ | 1,706 | ||||
| Cost of sales | 1,436 | 1,348 | 568 | 464 | ||||||||
| Gross profit | 3,719 | 3,674 | 1,215 | 1,242 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development expense | 637 | 532 | 227 | 179 | ||||||||
| Selling, general and administrative expense | 3,585 | 3,086 | 1,198 | 1,038 | ||||||||
| Impairment of software | 51 | — | — | — | ||||||||
| Total operating expenses | 4,273 | 3,618 | 1,425 | 1,217 | ||||||||
| Operating (loss) income | (554 | ) | 56 | (210 | ) | 25 | ||||||
| Finance expense, net | (1 | ) | (5 | ) | — | — | ||||||
| (Loss) income before income taxes | (555 | ) | 51 | (210 | ) | 25 | ||||||
| Income tax expense | — | — | — | — | ||||||||
| Net (loss) income | (555 | ) | 51 | (210 | ) | 25 | ||||||
| Non-controlling interest share of net income | (1 | ) | (6 | ) | — | (2 | ) | |||||
| Net (loss) income attributable to Acorn Energy, Inc. shareholders | $ | (556 | ) | $ | 45 | $ | (210 | ) | $ | 23 | ||
| Basic and diluted net (loss) income per share attributable to Acorn Energy, Inc. shareholders: | $ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | $ | 0.00 | ||
| Weighted average number of shares outstanding attributable to Acorn Energy, Inc. shareholders – basic and diluted | ||||||||||||
| Basic | 39,692 | 39,687 | 39,700 | 39,687 | ||||||||
| Diluted | 39,692 | 39,922 | 39,700 | 39,959 |
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS (UNAUDITED)
(INTHOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| As of <br> December 31, 2021 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash | 1,124 | $ | 1,722 | ||
| Accounts receivable, net | 917 | 876 | |||
| Inventory, net | 903 | 617 | |||
| Deferred cost of goods sold | 862 | 799 | |||
| Other current assets | 258 | 229 | |||
| Total current assets | 4,064 | 4,243 | |||
| Property and equipment, net | 675 | 517 | |||
| Right-of-use assets, net | 324 | 399 | |||
| Deferred cost of goods sold | 809 | 714 | |||
| Other assets | 202 | 169 | |||
| Total assets | 6,074 | $ | 6,042 | ||
| LIABILITIES AND DEFICIT | |||||
| Current liabilities: | |||||
| Accounts payable | 373 | $ | 457 | ||
| Accrued expenses | 157 | 164 | |||
| Deferred revenue | 3,903 | 3,541 | |||
| Current operating lease liabilities | 114 | 107 | |||
| Other current liabilities | 57 | 34 | |||
| Total current liabilities | 4,604 | 4,303 | |||
| Long-term liabilities: | |||||
| Deferred revenue | 2,150 | 1,852 | |||
| Long-term operating lease liabilities | 250 | 336 | |||
| Other long-term liabilities | 15 | 12 | |||
| Total long-term liabilities | 2,415 | 2,200 | |||
| Commitments and contingencies | |||||
| Deficit: | |||||
| Acorn Energy, Inc. shareholders | |||||
| Common stock - 0.01 par value per share: Authorized – 42,000,000 shares; Issued – 39,712,589 shares at September 30, 2022 and 39,687,589 shares at December 31, 2021 | 397 | 397 | |||
| Additional paid-in capital | 102,878 | 102,804 | |||
| Accumulated deficit | (101,190 | ) | (100,634 | ) | |
| Treasury stock, at cost – 801,920 shares at September 30, 2022 and December 31, 2021 | (3,036 | ) | (3,036 | ) | |
| Total Acorn Energy, Inc. shareholders’ deficit | (951 | ) | (469 | ) | |
| Non-controlling interests | 6 | 8 | |||
| Total deficit | (945 | ) | (461 | ) | |
| Total liabilities and deficit | 6,074 | $ | 6,042 |
All values are in US Dollars.
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(INTHOUSANDS)
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash flows (used in) provided by operating activities: | ||||||
| Net (loss) income | $ | (555 | ) | $ | 51 | |
| Depreciation and amortization | 83 | 56 | ||||
| Impairment of software | 51 | — | ||||
| Impairment of inventory | 31 | — | ||||
| Non-cash lease expense | 93 | 71 | ||||
| Stock-based compensation | 69 | 58 | ||||
| Change in operating assets and liabilities: | ||||||
| Increase in accounts receivable | (41 | ) | (184 | ) | ||
| Increase in inventory | (317 | ) | (241 | ) | ||
| Increase in deferred cost of goods sold | (158 | ) | (137 | ) | ||
| Increase in other current assets and other assets | (62 | ) | (48 | ) | ||
| Increase (decrease) in accounts payable and accrued expenses | (91 | ) | 212 | |||
| Increase in deferred revenue | 660 | 557 | ||||
| Decrease in operating lease liability | (97 | ) | (71 | ) | ||
| Increase (decrease) in other current liabilities and non-current liabilities | 23 | (1 | ) | |||
| Net cash (used in) provided by operating activities | (311 | ) | 323 | |||
| Cash flows used in investing activities: | ||||||
| Investments in technology | (286 | ) | (214 | ) | ||
| Other capital investments | (6 | ) | (7 | ) | ||
| Net cash used in investing activities | (292 | ) | (221 | ) | ||
| Cash flows provided by (used in) financing activities: | ||||||
| Short-term credit, net | — | (149 | ) | |||
| Stock option exercise proceeds | 5 | — | ||||
| Net cash provided by (used in) financing activities | 5 | (149 | ) | |||
| Net decrease in cash | (598 | ) | (47 | ) | ||
| Cash at the beginning of the year | 1,722 | 2,063 | ||||
| Cash at the end of the period | $ | 1,124 | $ | 2,016 | ||
| Supplemental cash flow information: | ||||||
| Cash paid during the year for: | ||||||
| Interest | $ | 1 | $ | 5 | ||
| Non-cash investing and financing activities: | ||||||
| Accrued preferred dividends to former Acorn director and/or former OmniMetrix CEO | $ | 3 | $ | 3 |
Definitionof Non-GAAP Measure
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 is 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.