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, 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 November 10, 2021, the Registrant issued a press release announcing its 2021 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, 2021 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline<br>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, 2021.
| ACORN<br> ENERGY, INC. | |
|---|---|
| By: | /s/ Tracy S. Clifford |
| Name: | Tracy<br> S. Clifford |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
PressRelease & Investor Call
RemoteMonitoring and Control Solutions Provider Acorn Extends
Double-DigitGrowth in Revenue and Gross Profit;
InvestorCall Today 11am ET
Wilmington,DE – November 10, 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 third-quarter periods ended September 30, 2021.
SummaryFinancial Results
| ( in thousands) | 9M’21 | 9M’20 | Change | Q3’21 | Q3’20 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Monitoring revenue | 3,030 | $ | 2,823 | +7.3 | % | $ | 1,005 | $ | 970 | +3.6 | % | ||||
| Hardware revenue | 1,992 | $ | 1,500 | +32.8 | % | $ | 701 | $ | 547 | +28.2 | % | ||||
| Total revenue * | 5,022 | $ | 4,323 | +16.2 | % | $ | 1,706 | $ | 1,517 | +12.5 | % | ||||
| Gross profit | 3,674 | $ | 3,021 | +21.6 | % | $ | 1,242 | $ | 1,077 | +15.3 | % | ||||
| Gross margin | 73.2 | % | 69.9 | % | 72.8 | % | 71.0 | % |
All values are in US Dollars.
* 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) | 9M’21 | 9M’20 | Q3’21 | Q3’20 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total GAAP revenue | 5,022 | $ | 4,323 | $ | 1,706 | $ | 1,517 | ||||
| Less: Amortization of deferred revenue | (4,402 | ) | (4,021 | ) | (1,480 | ) | (1,407 | ) | |||
| Plus: Sales recorded to deferred revenue | 4,959 | 4,172 | 1,872 | 1,568 | |||||||
| Other adjustments and write-offs | (18 | ) | (4 | ) | (13 | ) | 5 | ||||
| Total cash-basis revenue ** | 5,561 | $ | 4,470 | $ | 2,085 | $ | 1,683 | ||||
| Year-over-year growth | 24.4 | % | 23.9 | % |
All values are in US Dollars.
**See definition of Non-GAAP measure below.
Jan Loeb, Acorn’s CEO, commented, “Our Q3 results continued to demonstrate the growth and consistency of our business as revenue rose 12% when compared to Q3’20 on a GAAP basis and 24% on a cash basis, gross margin improved to 73%, and we achieved our fourth consecutive profitable quarter. Cash-basis revenue, a non-GAAP measure we use to judge our business progress, includes all hardware and monitoring revenues, including those that are deferred and recognized over the term of a monitoring contract or over the life of a hardware unit.
“Hardware sales have been robust due to the lifting of COVID-19 travel restrictions on business meetings and trade shows and also have benefited from the sale of next-generation monitoring hardware, related to the replacement of sunsetting 3G technology monitoring units. Sunsetting has the impact of benefitting hardware sales, while having a short-term negative impact on monitoring revenue growth due to customer churn.
“Gross margin improved to 73% year-to-date, compared to 70% during the first nine months of 2020. Our progress in improving gross margin is the result of several factors, including next-generation product initiatives, ongoing design improvements, growing economies of scale and a focus on driving higher-margin commercial and industrial sales.
“Acorn’s net operating loss (NOL) carryforwards of nearly $70M at year-end 2020 should largely shield Acorn from cash income taxes and benefit its cash flows for the foreseeable future. Due to its NOL position, Acorn has neither accrued nor paid income tax expense through the first nine months of 2021, despite generating positive net income before taxes.
“Given the technology leadership of our solutions, the proven innovation and strength of our engineering and design team, and the low penetration of the industrial markets we serve, we see continued opportunities for growth. We also have a strong financial base to support our internal growth and continue to look for other well-priced growth opportunities in related Industrial IoT and remote monitoring markets. We have seen some impact on our business from global supply chain issues but have been successful to date in mitigating most of these logistical issues. To address inflationary pressures on our input costs, we implemented an increase in our hardware prices effective September 1^st^. At the current time, we do not anticipate either supply issues or cost pressures to have a material adverse impact on our business but we are monitoring the changing supply chain constraints on a daily basis to react swiftly as needed.”
FinancialHighlights
| ● | Revenue<br> improved 12% to $1.7M in Q3’21 from $1.5M in Q3’20, including a 28% increase in hardware revenue and a 4% increase in<br> monitoring revenue. The increased hardware revenue was due primarily to returning to a more normal sales environment in Q3’21;<br> that enabled increased sales of next-generation monitors and accessories relative to Q3’20, which was impacted by COVID-19<br> disruptions. The increase in monitoring revenue is primarily due to our customer mix being more heavily weighted to commercial and<br> industrial than in prior years. |
|---|---|
| ● | 9M’21<br> revenue increased 16% to $5.0M vs. 9M’20 revenue of $4.3M, due to increased hardware and accessories sales, sales of custom-designed<br> monitoring units, and an increase in monitoring revenue. The increase in hardware revenue was due to sales of TrueGuard PRO^TM^units, including TrueGuard PRO units customized for a large customer, as well as sales of Hero 2^TM^ units. |
| ● | Gross<br> profit grew 15% in Q3’21 vs. Q3’20, and 22% in the first nine months of 2021 vs. the first nine months of 2020. The improvements<br> are primarily due to increased hardware sales to commercial and industrial customers versus residential customers, increased accessory<br> sales, and growth in high-margin monitoring revenue. |
| --- | --- |
| ● | OmniMetrix’s<br> total operating expenses increased 13% to $977,000 in Q3’21 from $867,000 in Q3’20, principally reflecting higher selling,<br> general and administrative (SG&A) expenses. Higher SG&A is due to (1) compensation and benefits related to new staff hires,<br> (2) annual performance-based salary increases effective on both September 1, 2020 and 2021, (3) increased sales commissions, and<br> (4) increases in IT consulting and managed services expenses. |
| ● | OmniMetrix<br> generated operating income of $265,000 in Q3’21, representing a 26% improvement from operating income of $210,000 in Q3’20.<br> For the first nine months of 2021, OmniMetrix’s operating income on a GAAP basis increased 113% to $763,000 compared to $358,000<br> generated in the first nine months of 2020. The improvement in both periods is primarily due to increased hardware and monitoring<br> revenue and a higher gross margin, as discussed above. |
| ● | Acorn,<br> the parent company of OmniMetrix, incurred SG&A costs which increased 3% to $240,000 in Q3’21 from $233,000 in Q3’20.<br> Acorn does not expect its annual corporate overhead to change materially except as may be required to support the growth of its OmniMetrix<br> subsidiary and for typical increases in professional fees and insurance premiums. Acorn’s expenses can vary quarterly, however,<br> due to the timing of certain expenses. For example, Q3’21 Acorn expenses exceeded the Q2’21 level by $14,000, primarily<br> due to expenses related to our annual shareholder meeting. |
| ● | Reflecting<br> continued improvements in OmniMetrix’s performance, Q3’21 net income attributable to Acorn shareholders improved by $55,000<br> to $23,000, or $0.00 per share, from a net loss of $32,000, or $0.00 per share, in Q3’20. For the first nine months of 2021,<br> net income attributable to Acorn shareholders improved by $393,000 to $45,000, or $0.00 per share, from a net loss of $348,000, or<br> ($0.01) per share, for the first nine months of 2020. |
Liquidityand Capital Resources
Consolidated cash and cash equivalents were $2,016,000 at the close of Q3’21, compared to $1,966,000 at the close of Q3’20 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 and allowed the line to expire, due to the company’s strong cash position.
Cash generated from operating activities through the first nine months of 2021 was $323,000, as compared to $300,000 in the first nine months of 2020. The Company continues to invest in technology and software development, spending $214,000 year-to-date in 2021, compared to $90,000 through the first nine months of 2020. Investments in the current year were primarily for development and design of the company’s user interface and cloud environment, as well as other hardware and software upgrades.
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 COVID-19 or variants, 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: | Wednesday,<br> November 10th 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. 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. 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, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue | $ | 5,022 | $ | 4,323 | $ | 1,706 | $ | 1,517 | ||||
| Cost of sales | 1,348 | 1,302 | 464 | 440 | ||||||||
| Gross profit | 3,674 | 3,021 | 1,242 | 1,077 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development expense | 532 | 453 | 179 | 160 | ||||||||
| Selling, general and administrative expense | 3,086 | 2,887 | 1,038 | 940 | ||||||||
| Total operating expenses | 3,618 | 3,340 | 1,217 | 1,100 | ||||||||
| Operating income (loss) | 56 | (319 | ) | 25 | (23 | ) | ||||||
| Finance expense, net | (5 | ) | (28 | ) | — | (8 | ) | |||||
| Income (loss) before income taxes | 51 | (347 | ) | 25 | (31 | ) | ||||||
| Income tax expense | — | — | — | — | ||||||||
| Net income (loss) | 51 | (347 | ) | 25 | (31 | ) | ||||||
| Non-controlling interest share of net income | (6 | ) | (1 | ) | (2 | ) | (1 | ) | ||||
| Net income (loss) attributable to Acorn Energy, Inc. shareholders | $ | 45 | $ | (348 | ) | $ | 23 | $ | (32 | ) | ||
| 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 | 39,669 | 39,687 | 39,687 | ||||||||
| Diluted | 39,922 | 39,669 | 39,959 | 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 | 2,016 | $ | 2,063 | ||
| Accounts receivable, net | 792 | 608 | |||
| Inventory, net | 477 | 236 | |||
| Deferred charges | 756 | 764 | |||
| Other current assets | 174 | 126 | |||
| Total current assets | 4,215 | 3,797 | |||
| Property and equipment, net | 433 | 268 | |||
| Right-of-use assets, net | 423 | 494 | |||
| Deferred cost of goods sold | 637 | 542 | |||
| Other assets | 150 | 100 | |||
| Total assets | 5,858 | $ | 5,201 | ||
| LIABILITIES AND DEFICIT | |||||
| Current liabilities: | |||||
| Short-term credit | — | $ | 149 | ||
| Accounts payable | 383 | 229 | |||
| Accrued expenses | 226 | 168 | |||
| Deferred revenue | 3,458 | 3,214 | |||
| Current operating lease liabilities | 105 | 99 | |||
| Other current liabilities | 30 | 33 | |||
| Total current liabilities | 4,202 | 3,892 | |||
| Long-term liabilities: | |||||
| Deferred revenue | 1,653 | 1,340 | |||
| Long-term operating lease liabilities | 366 | 443 | |||
| Other long-term liabilities | 50 | 45 | |||
| Total long-term liabilities | 2,069 | 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 September 30, 2021 and December 31, 2020 | 397 | 397 | |||
| Additional paid-in capital | 102,784 | 102,726 | |||
| Warrants | 3 | 3 | |||
| Accumulated deficit | (100,568 | ) | (100,613 | ) | |
| Treasury stock, at cost – 801,920 shares at September 30, 2021 and December 31, 2020 | (3,036 | ) | (3,036 | ) | |
| Total Acorn Energy, Inc. shareholders’ deficit | (420 | ) | (523 | ) | |
| Non-controlling interests | 7 | 4 | |||
| Total deficit | (413 | ) | (519 | ) | |
| Total liabilities and deficit | 5,858 | $ | 5,201 |
All values are in US Dollars.
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(INTHOUSANDS)
| Nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Cash flows provided by operating activities: | ||||||
| Net income (loss) | $ | 51 | $ | (347 | ) | |
| Depreciation and amortization | 56 | 22 | ||||
| Non-cash lease expense | 71 | 88 | ||||
| Stock-based compensation | 58 | 27 | ||||
| Change in operating assets and liabilities: | ||||||
| (Increase) decrease in accounts receivable | (184 | ) | 230 | |||
| Increase in inventory | (241 | ) | (8 | ) | ||
| (Increase) decrease in deferred charges | (137 | ) | 48 | |||
| (Increase) decrease in other current assets and other assets | (48 | ) | 66 | |||
| Increase (decrease) in accounts payable and accrued expenses | 212 | (3 | ) | |||
| Increase in deferred revenue | 557 | 151 | ||||
| Decrease in operating lease liability | (71 | ) | (48 | ) | ||
| (Decrease) increase in other current liabilities and non-current liabilities | (1 | ) | 74 | |||
| Net cash provided by operating activities | 323 | 300 | ||||
| Cash flows used in investing activities: | ||||||
| Investments in technology | (214 | ) | (90 | ) | ||
| Other capital investments | (7 | ) | (7 | ) | ||
| Net cash used in investing activities | (221 | ) | (97 | ) | ||
| Cash flows (used in) provided by financing activities: | ||||||
| Short-term credit, net | (149 | ) | 35 | |||
| Loan proceeds | — | 462 | ||||
| Stock option exercise proceeds | — | 19 | ||||
| Net cash (used in) provided by financing activities | (149 | ) | 516 | |||
| Net (decrease) increase in cash | (47 | ) | 719 | |||
| Cash at the beginning of the year | 2,063 | 1,247 | ||||
| Cash at the end of the period | $ | 2,016 | $ | 1,966 | ||
| Supplemental cash flow information: | ||||||
| Cash paid during the year for: | ||||||
| Interest | $ | 5 | $ | 23 | ||
| Non-cash investing and financing activities: | ||||||
| Accrued preferred dividends to former Acorn director and/or former OmniMetrix CEO | $ | 3 | $ | 3 |
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.