ACFN Acorn Energy Inc (QB)

 

 

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

 

Date of Report (Date of earliest event reported) March 6, 2025

 

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware		001-33886		22-2786081
(State or Other Jurisdiction of Incorporation)		(Commission file Number)		(IRS Employer Identification No.)

 

1000 N West St., Suite 1200, Wilmington, Delaware		19801
(Address of Principal Executive Offices)		(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class		Trading Symbol(s)		Name 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. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 6, 2025, the Registrant issued a press release announcing its 2024 fourth quarter and full-year results. The press release is attached as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1		Press release of Acorn Energy, Inc., dated March 6, 2025
104.1		Cover 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 6th day of March, 2025.

 

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

 

 

 

Exhibit 99.1

 

 

Press Release & Investor Call

 

Acorn’s 2024 Net Income Rises to $2.51 Per Share, Including $1.77 Per Share in Deferred Income Tax Benefit, vs. $0.05 Per Share in 2023, on 36% Revenue Increase;

Announces Plan to Pursue Uplisting to Nasdaq Capital Market

 

Investor Call Today at 11am ET

 

Wilmington, DE – March 6, 2025 – Acorn Energy, Inc. (OTCQB: ACFN), a provider of remote monitoring and control IoT solutions for backup power generators, gas pipelines, air compressors and other mission critical assets, announced results for its fourth quarter (Q4’24) and full-year periods ended December 31, 2024, which included a $4.4M non-cash benefit for deferred income taxes. Acorn also announced that it plans to pursue an uplisting to the Nasdaq Capital Market in the first half of this year. Acorn will hold an investor call today at 11am ET (details below).

 

Summary Financial Results (1)

 

($ in thousands)		Q4’24				Q4’23				% Change				2024				2023				% Change
Monitoring revenue		$	1,203			$	1,090				+10.4	%		$	4,553			$	4,262				+6.8	%
Hardware revenue		$	2,326			$	1,160				+100.5	%		$	6,433			$	3,797				+69.4	%
Total revenue		$	3,529			$	2,250				+56.8	%		$	10,986			$	8,059				+36.3	%
Gross margin			72.4	%			73.2	%			-80 bps				72.8	%			74.5	%			-170 bps
Net income to stockholders (2)		$	5,233			$	84				nm	(3)		$	6,294			$	119				nm	(3)
Net income per diluted share (2)		$	2.08			$	0.03				nm	(3)		$	2.51			$	0.05				nm	(3)

 

(1) All of Acorn’s revenue is derived from its 99%-owned operating subsidiary, OmniMetrix^TM, LLC.

(2) Includes $4.4M deferred income tax benefit or $1.77 per diluted share for Q4’24 and 2024.

(3) The percentage change is not meaningful because net income in the prior-year periods was near zero.

 

CEO Commentary

 

Jan Loeb, Acorn’s CEO, commented, “I’m very proud of the revenue, net income and cash generation growth our team achieved in 2024. Net income, including the deferred income tax benefit of $4.4M, rose to $6.3M, or $2.51 per diluted share, in 2024, building on our achievement of modest profitability in 2023. Acorn’s strong performance and outlook for ongoing profitability required the partial release of the valuation allowance against our deferred tax assets, resulting in the $4.4M non-cash benefit. This valuation benefit represents roughly 28% of our $15.9M in deferred tax assets, with $11.4M remaining in valuation allowance.

 

“We have built a very compelling business model with high margin, annually recurring monitoring revenue, monitoring hardware sales and a blended gross margin of over 70%. We have also been able to manage our cost structure so that over 50% of 2024 incremental revenue contributed directly to our pre-tax profit in 2024. From a balance sheet and cashflow perspective, we grew our cash position over 60% to $2.3M in 2024 from $1.5M in 2023, and working capital improved to $1.1M in 2024 from ($0.6M) in 2023, with no debt outstanding. Importantly, Acorn’s stockholders’ equity now exceeds $5M, meeting a critical metric that will let us pursue an uplisting to the Nasdaq Capital Market in the first half of this year.

 

 

“Q4’24 and full-year 2024 operating results benefited from revenues relating to a material contract with a leading cell phone provider. The contract value, initially estimated at approximately $5M, represents monitoring equipment and the first year of monitoring services for 5,000 to 10,000 cell tower generators in the U.S. The rollout is progressing well and we expect the pace of hardware shipments to accelerate in the next few quarters, enabling us to complete the statement of work in 2025.

 

“This is a transformational contract as our selection through a competitive bidding process demonstrates the strength of our technology, team, capabilities and customer service commitment. We are working very hard on the rollout and execution and hope our efforts position us for future opportunities with this customer as well as others with substantial remote monitoring needs.

 

“We see several factors that should increase commercial and consumer demand for backup power generation and our industry-leading solutions in the coming years. These factors include:

 

●	Increasing frequency of severe weather events disrupting electricity access for days, weeks or months,
●	Aging grid infrastructure and growing peak demand strains which should support backup power deployments and demand response capabilities,
●	Growing energy demand due to the expansion of cloud computing, e-commerce, quantum computing and artificial intelligence, all of which require uninterrupted power access,
●	Expanding demand for operational data to drive efficiency and regulatory compliance in commercial operation; and
●	Increasing mission-critical power needs in healthcare, food storage, security, defense, infrastructure, etc.

 

“While we are pursuing new revenue opportunities through our nationwide network of approximately 600 generator dealers, our internal sales team is focused on large enterprise accounts. We are also working to develop strategic relationships with power generator and other industrial equipment manufacturers and through our ongoing search to identify strong, complementary, and accretive merger and acquisition opportunities.

 

“In summary, we believe Acorn is very well positioned to achieve long-term growth and improving profitability. We deliver valuable, high ROI solutions that enable customers to meet their personal, operational, financial and environmental goals. We have industry-leading engineering, product development and customer service teams and an efficient cost structure that provides significant operating leverage on incremental revenue. Because of our lean operating structure, we are agile and are able to respond to customer requests such as customized reporting and additional data visibility in a time-efficient manner. Given these factors and continued strength expected in the coming year, we should be positioned to exceed our long-term annual revenue growth target of 20% again in 2025.”

 

Financial Review

 

Q4’24 revenue rose 57% to $3,529,000 over Q4’23 revenue, due to a 101% increase in hardware revenue and a 10% increase in monitoring revenue. Hardware growth included $913,000 of TrueGuard generator monitor revenue related to the material contract with a leading cell phone provider, as well as to increased sales of new product versions. Excluding $913,000 realized under the material contract, hardware revenue grew 22% in Q4’24 vs. Q4’23. For the full year 2024, excluding $1,637,000 realized under the material contract, hardware revenue grew 26%.

 

 

Monitoring revenue, which is amortized over the term of the service period (typically one year), grew 10% in Q4’24 and 7% in the full year 2024, reflecting continued increases in the number of monitored end points.

 

Full year 2024 total revenue rose 36% to $10,986,000, due to the same factors described above for the quarterly improvement.

 

Driven by revenue growth, gross profit grew 55% to $2,556,000 in Q4’24 reflecting a gross margin of 72%, as compared to 73% in Q4’23. Gross profit grew 33% to $7,999,000 in 2024, reflecting a gross margin of 73% versus 75% in 2023. For both periods, the decrease in gross margin was primarily attributable to an increase in hardware sales, which carry a lower gross margin than monitoring services, as a percentage of total revenue.

 

Operating expenses increased 9% to $1,711,000 in Q4’24 vs. $1,570,000 in Q4’23, driven by an $88,000 increase in selling, general and administrative (SG&A) expense and a $53,000 increase in research and development (R&D) expense. The increase in SG&A expense is a result of increased personnel costs, including staff additions, promotions, merit increases and bonuses, third-party consulting and benefit costs. The increase in R&D expense is related to increases in wages, effective October 1, 2024, bonuses paid to our engineering personnel and the expenses and materials paid to third-party consultants in the continued development of next-generation monitoring products and exploration into potential new product lines.

 

2024 operating expenses increased only 2% or $132,000 to $6,062,000, as higher commissions, IT consulting and certain personnel expenses were offset by the consolidation and elimination of a vice president of sales position within the organization. For the corporate parent, higher professional, audit and legal fees were offset by the absence of non-recurring expenses incurred in 2023 related to a reverse stock split.

 

Acorn’s strong performance and outlook for ongoing profitability required the release of a valuation allowance against its deferred tax assets, resulting in a deferred income tax benefit of $4,435,000 recorded in Q4’24.

 

Reflecting revenue growth, operational improvements and the deferred income tax benefit, net income attributable to Acorn stockholders improved to $5,233,000, or $2.08 per diluted share, in Q4’24, from $84,000, or $0.03 per diluted share, in Q4’23. The deferred income tax benefit of $4,435,000 contributed $1.77 to the earnings per diluted share in Q4’24.

 

Net income attributable to Acorn stockholders improved to $6,294,000, or $2.51 per diluted share, in 2024, as compared to $119,000, or $0.05 per diluted share, in 2023. The deferred income tax benefit of $4,435,000 also contributed $1.77 to the earnings per diluted share for the full year 2024.

 

Liquidity and Cash Flow

 

Excluding deferred revenue of $3,521,000 and deferred cost of goods sold of $406,000, which have no impact on future cash flow, net working capital improved to $4,230,000 at December 31, 2024 from $2,654,000 at December 31, 2023. This included cash of $2,326,000 at year-end 2024 versus $1,449,000 at year-end 2023.

 

In 2024 Acorn generated $905,000 of cash from operating activities, used $56,000 for investments in technology and equipment, and received $28,000 from the exercise of stock options, for a net increase in cash of $877,000.

 

 

Investor Call Details

 

Date/Time:		Thursday, March 6th at 11:00 AM ET
Dial-in Number:		1-844-834-0644 or 1-412-317-5190 (Int’l)
Online Replay/Transcript:		Audio file and call transcript will be posted to the
		Investor section of Acorn’s website when available.
Submit Questions via Email:		acfn@catalyst-ir.com – before or after the call.

 

About Acorn (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. OmniMetrix serves tens of thousands of commercial and residential customers, including over 25 Fortune/Global 500 companies, supporting cell towers, manufacturing plants, medical facilities, data centers, retail stores, public transportation systems, energy distribution and federal, state and municipal government facilities and residential backup generators.

 

OmniMetrix’s proven, cost-effective solutions make critical systems more reliable and also enable automated “demand response” electric grid support via enrolled backup generators.

 

Safe Harbor Statement

 

This press release includes forward-looking statements, which are subject to risks and uncertainties. There are no assurances that Acorn will be successful in growing its business, increasing its revenue, increasing profitability, or maximizing the value of its operating company and other assets. The Company’s plan to uplist to the Nasdaq Capital Market is subject to compliance by the Company with the listing requirements of the Nasdaq Stock Market. 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.

 

Follow us

 

X (formerly Twitter):	@Acorn_IR and @OmniMetrix
StockTwits:	@Acorn_Energy

 

Investor Relations Contacts

 

Catalyst IR

William Jones, 267-987-2082

David Collins, 212-924-9800

acfn@catalyst-ir.com

 

 

ACORN ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

 

		Years ended December 31,								Three months ended December 31,
		2024				2023				2024				2023
Revenue		$	10,986			$	8,059			$	3,529			$	2,250
COGS			2,987				2,055				973				602
Gross profit			7,999				6,004				2,556				1,648
Operating expenses:
Research and development expense (R&D)			1,012				875				314				261
Selling, general and administrative (SG&A) expense			5,050				5,055				1,397				1,309
Total operating expenses			6,062				5,930				1,711				1,570
Operating income			1,937				74				845				78
Interest income, net			73				64				20				18
Income before income taxes			2,010				138				865				96
Current state tax expense			(123	)			(9	)			(56	)			(9	)
Deferred income tax benefit			4,435				––				4,435				––
Net income			6,322				129				5,244				87
Non-controlling interest share of income			(28	)			(10	)			(11	)			(3	)
Net income attributable to Acorn Energy, Inc. stockholders:		$	6,294			$	119			$	5,233			$	84
Net income per share attributable to Acorn Energy, Inc. stockholders – basic		$	2.53			$	0.05			$	2.10			$	0.03
Net income per share attributable to Acorn Energy, Inc. stockholders – diluted		$	2.51			$	0.05			$	2.08			$	0.03
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic			2,487				2,484				2,489				2,485
Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – diluted			2,512				2,503				2,513				2,532

 

 

ACORN ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

		As of December 31,
		2024				2023
ASSETS
Current assets:
Cash		$	2,326			$	1,449
Accounts receivable, net			1,933				536
Inventory, net			436				962
Other current assets			288				280
State income tax receivable			10				—
Deferred cost of goods sold (COGS)			406				809
Total current assets			5,399				4,036
Property and equipment, net			505				570
Right-of-use assets, net			84				193
Deferred COGS			70				476
Other assets			103				174
Deferred tax assets			4,435				—
Total assets		$	10,596			$	5,449
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	297			$	288
Accrued expenses			290				132
Deferred revenue			3,521				4,034
Current operating lease liabilities			98				123
Other current liabilities			59				30
State income tax payable			19				—
Total current liabilities			4,284				4,607
Long-term liabilities:
Deferred revenue			712				1,550
Noncurrent operating lease liabilities			—				98
Other long-term liabilities			24				20
Total liabilities			5,020				6,275
Commitments and contingencies
Equity (deficit): Acorn Energy, Inc. stockholders
Common stock – $0.01 par value per share; Authorized – 42,000,000 shares; issued – 2,541,308 and 2,534,969 shares at December 31, 2024 and 2023, respectively; outstanding – 2,491,130 and 2,484,791 at December 31, 2024 and 2023, respectively			25				25
Additional paid-in capital			103,405				103,321
Accumulated stockholders’ deficit			(94,854	)			(101,148	)
Treasury stock, at cost – 50,178 shares at December 31, 2024 and December 31, 2023			(3,036	)			(3,036	)
Total Acorn Energy, Inc. stockholders’ equity (deficit)			5,540				(838	)
Non-controlling interests			36				12
Total equity (deficit)			5,576				(826	)
Total liabilities and equity (deficit)		$	10,596			$	5,449

 

 

ACORN ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

 

		Year ended December 31,
		2024				2023
Cash flows provided by operating activities:
Net income		$	6,322			$	129
Depreciation and amortization			121				161
Decrease in the provision for credit losses			(6	)			—
Impairment of inventory			12				8
Non-cash lease expense			129				128
Deferred income tax benefit			(4,435	)			—
Stock-based compensation			56				55
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable			(1,391	)			61
Decrease (increase) in inventory			514				(181	)
Decrease in deferred COGS			809				409
Decrease in other current assets and other assets			63				49
Increase in state income tax receivable			(10	)			—
Decrease in deferred revenue			(1,351	)			(587	)
Decrease in operating lease liability			(143	)			(138	)
Increase in state income tax payable			19				—
Increase (decrease) in accounts payable, accrued expenses, other current liabilities and non-current liabilities			196				(22	)
Net cash provided by operating activities			905				72
Cash flows used in investing activities:
Investments in technology			(48	)			(76	)
Equipment purchases			(8	)			(2	)
Net cash used in investing activities			(56	)			(78	)
Cash flows provided by financing activities:
Warrant exercise proceeds			—				5
Stock option exercise proceeds			28				—
Net cash provided by financing activities			28				5
Net increase (decrease) in cash			877				(1	)
Cash at the beginning of the year			1,449				1,450
Cash at the end of the year		$	2,326			$	1,449
Supplemental cash flow information:
Cash paid during the year for:
Interest		$	1			$	3
Income taxes		$	108			$	—
Non-cash investing and financing activities:
Accrued preferred dividends to former CEO of OmniMetrix		$	4			$	4

 

 

v3.25.0.1

Cover	Mar. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2025
Entity File Number	001-33886
Entity Registrant Name	ACORN ENERGY, INC.
Entity Central Index Key	0000880984
Entity Tax Identification Number	22-2786081
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1000 N West St.
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(410)
Local Phone Number	654-3315
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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