UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM
SECURITIESEXCHANGE ACT OF 1934
Forthe quarterly period ended
or
SECURITIESEXCHANGE ACT OF 1934
Forthe transition period from to
Commissionfile number:
(Exactname of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) |
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Securitiesregistered pursuant to Section 12(b) of the Act:
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Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.
Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicatethe number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 5, 2025 | |
| Common Stock, $ par value per share |
ACORNENERGY, INC.
QuarterlyReport on Form 10-Q
forthe Quarterly Period Ended June 30, 2025
TABLEOF CONTENTS
Certainstatements contained in this report are forward-looking in nature. These statements are generally identified by the inclusion of phrasessuch as “we expect”, “we anticipate”, “we believe”, “we estimate” and other phrases ofsimilar meaning. Whether such statements ultimately prove to be accurate depends upon a variety of factors that may affect our businessand operations. Many of these factors are described in our most recent Annual Report on Form 10-K as filed with the Securities and ExchangeCommission.
| 2 |
PARTI
| ITEM 1. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(INTHOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
As of June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| State income tax receivable | ||||||||
| Deferred cost of goods sold (COGS) | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Deferred COGS | ||||||||
| Other assets | ||||||||
| Deferred tax assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Current operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| State income tax payable | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Deferred revenue | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 7) | ||||||||
| Equity: | ||||||||
| Acorn Energy, Inc. stockholders | ||||||||
| Common stock - $ par value per share: Authorized - shares; issued - at June 30, 2025 and at December 31, 2024; outstanding - at June 30, 2025 and at December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated stockholders’ deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost – shares at June 30, 2025 and December 31, 2024 | ( | ) | ( | ) | ||||
| Total Acorn Energy, Inc. stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)(IN THOUSANDS, EXCEPT PER SHARE DATA)
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| COGS | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development (R&D) expenses | ||||||||||||||||
| Selling, general and administrative (SG&A) expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income | ||||||||||||||||
| Non-controlling interest share of income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income attributable to Acorn Energy, Inc. stockholders | $ | $ | $ | $ | ||||||||||||
| Net income per share attributable to Acorn Energy, Inc stockholders – basic and diluted | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic and diluted | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(UNAUDITED)(IN THOUSANDS)
| Three and Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||
Number of Shares Outstanding | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Number of Treasury Shares | Treasury Stock | Total Acorn Energy, Inc. Stockholders’ Equity | Non- controlling interests | Total Equity | ||||||||||||||||||||||||||||
| Balances as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Accrued dividend in OmniMetrix preferred shares | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Proceeds from stock option exercises | * | — | ||||||||||||||||||||||||||||||||||
| Accrued dividend in OmniMetrix preferred shares | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
| Three and Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||
Number of Shares Outstanding | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Number of Treasury Shares | Treasury Stock | Total Acorn Energy, Inc. Stockholders’ Deficit | Non- controlling interests | Total Deficit | ||||||||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Proceeds from stock option exercise | * | — | ||||||||||||||||||||||||||||||||||
| Accrued dividend in OmniMetrix preferred shares | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Accrued dividend in OmniMetrix preferred shares | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||
| * |
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ACORNENERGY, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)(IN THOUSANDS)
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows provided by operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Depreciation and amortization | ||||||||
| Deferred tax expense | ||||||||
| Decrease in the provision for credit loss | ( | ) | ||||||
| Impairment of inventory | ||||||||
| Non-cash lease expense | ||||||||
| Stock-based compensation | ||||||||
| Change in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ||||||
| (Increase) decrease in inventory | ( | ) | ||||||
| Decrease in deferred COGS | ||||||||
| Decrease (increase) in other current assets and other assets | ( | ) | ||||||
| Decrease in state income tax receivable | ||||||||
| Decrease in deferred revenue | ( | ) | ( | ) | ||||
| Decrease in operating lease liability | ( | ) | ( | ) | ||||
| Increase in state income tax payable | ||||||||
| Increase (decrease) in accounts payable, accrued expenses, other current liabilities and non-current liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows used in investing activities: | ||||||||
| Investments in technology | ( | ) | ( | ) | ||||
| Leasehold improvements | ( | ) | ||||||
| Patents | ( | ) | ||||||
| Purchases of furniture and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows provided by financing activities: | ||||||||
| Stock option exercise proceeds | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Right-of-use assets | $ | |||||||
| Operating lease liability | ||||||||
| Accrued preferred dividends to former CEO of OmniMetrix | $ | $ | ||||||
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ACORNENERGY, INC. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED STATEMENTS
(UNAUDITED)
NOTE1— BASIS OF PRESENTATION
Theaccompanying unaudited condensed consolidated financial statements of Acorn Energy, Inc. (“Acorn”) and its subsidiaries,OmniMetrix, LLC (“OmniMetrix”) and OMX Holdings, Inc. (collectively, with Acorn and OmniMetrix, “the Company”)have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financialinformation and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotesrequired by accounting principles generally accepted in the United States of America for complete consolidated financial statements.The December 31, 2024 consolidated balance sheet data were derived from audited financial statements but do not include all disclosuresrequired by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consistingof normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six- andthree-month periods ended June 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the year endingDecember 31, 2025.
Alldollar amounts, except per share data, are rounded to the nearest thousand; thus, they are approximate.
Theseunaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotesthereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities andExchange Commission on March 6, 2025.
NOTE2—ACCOUNTING POLICIES
Useof Estimates in Preparation of Financial Statements
Thepreparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements,and the reported amounts of revenues and expenses during the reporting periods.
Asapplicable to these unaudited consolidated financial statements, the most significant estimates and assumptions relate to uncertaintieswith respect to valuation allowance.
Concentrationsof Credit Risk
Financialinstruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and trade accounts receivable.The Company’s cash was deposited with a U.S. bank and amounted to $
Inventory
Inventoriesare comprised of components (raw materials) and finished goods, which are measured at the lower of cost or net realizable value.
| 7 |
Rawmaterials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consistsof fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted averagebasis and include all outside production and applicable shipping costs.
Allinventories are periodically reviewed to identify slow-moving and obsolete inventory. Management conducts an assessment at the end ofeach reporting period of the Company’s inventory reserve and writes off any inventory items that are deemed obsolete.
Managementconducted an assessment and wrote off inventory deemed obsolete valued at $
RevenueRecognition
TheCompany’s revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The core principleof ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the considerationthat is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, whichincludes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining thetransaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimateof variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. The Company assesses whetherpayment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. TheCompany’s sales arrangements generally include standard payment terms. These terms effectively relate to all customers, products,and arrangements regardless of customer type, product mix or arrangement size. See Note 11, Revenue, for further discussion.
Revenuefrom sales of the hardware products that are distinct products are recorded when shipped (with the exception of the hardware productsunder a material contract with one customer for which revenue is recognized when the unit is accepted) while the revenue from sales ofthe hardware products (product versions sold prior to September 1, 2023) that were not separable from the Company’s monitoringservices was deferred and amortized over the estimated unit life. Product revenues are recognized at the point in time when control ofthe product is transferred to the customer, which typically occurs upon shipment or delivery to the one customer under a material contract.To determine when control has transferred, the Company considers if there is a present right to payment and if legal title, physicalpossession, and the significant risks and rewards of ownership of the asset has transferred to the customer. Revenue from the prepaymentof monitoring fees (generally paid twelve months in advance) are recorded as deferred revenue upon receipt of payment from the customerand then amortized to revenue over the monitoring service period. This method provides a faithful depiction of the transfer of servicesas it aligns the recognition of revenue with the period in which the monitoring services are provided. By deferring the revenue and recognizingit over the service period, the financial statements accurately reflect the company’s performance and obligations to its customers.See Notes 10 and 11 for the disaggregation of the Company’s revenue for the periods presented.
Anysales tax, value added tax, and other tax the Company collects concurrent with revenue producing activities are excluded from revenue.
IncomeTaxes
TheCompany accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method,the company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and the taxbases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. Theeffect of a change in tax rates on deferred assets and liabilities is recognized in income in the period that includes the enactmentdate.
| 8 |
TheCompany recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In makingsuch a determination, the Company considers all available positive and negative evidence, include future reversals of existing taxabletemporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determinesthat it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the company would makean adjustment to the deferred tax asset valuation allowance, which would reduce the provision for incomes taxes. During the year endedDecember 31, 2024, the Company recorded a reduction in the valuation allowance of $
TheCompany records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determineswhether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and(2) for those tax positions that meet the more-likely-than-not recognition threshold, the company recognizes the largest amount of taxbenefit that more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
TheCompany recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying unauditedcondensed consolidated statements of operations. No accrued interest or penalties were required to be included in the related tax liabilityline in the unaudited condensed consolidated balance sheet as of June 30, 2025 and in the consolidated balance sheet as of December 31,2024.
Basicnet income per share is computed by dividing the net income attributable to Acorn Energy, Inc. by the weighted average number of sharesoutstanding during the period, excluding treasury stock. Diluted net income per share is computed by dividing the net income by the weightedaverage number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock optionsand warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income per share ifdoing so would be antidilutive.
Thecombined weighted average number of options that were excluded from the computation of diluted income per share, as they had an antidilutiveeffect, was (which have a weighted average exercise price of $) for both the six- and three-month periods ended June 30, 2025.The combined weighted average number of options that were excluded from the computation of diluted net income per share, as they hadan antidilutive effect, was (with a weighted average exercise price of $) and (with a weighted average exercise priceof $) for the six- and three-month periods ended June 30, 2024, respectively.
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | ||||||||||||
| Weighted average share outstanding: | ||||||||||||||||
| -Basic | ||||||||||||||||
| Add: Stock options | ||||||||||||||||
| -Diluted | ||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted net income per share | $ | $ | $ | $ | ||||||||||||
| 9 |
RecentAccounting Pronouncements
InNovember 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASBissued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures(Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the natureof expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captionspresented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal2027 and for interim period reporting beginning in fiscal 2028 on a prospective basis. Both early adoption and retrospective applicationare permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financialstatements and disclosures.
InDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregatedinformation about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid toenhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December31, 2025. The Company is currently evaluating the timing and impacts of adoption of this ASU.
NOTE3—LIQUIDITY
Asof June 30, 2025, the Company had $
AtJune 30, 2025, the Company had working capital of $
Asof August 5, 2025, the Company had cash of $
NOTE4—ALLOWANCE FOR CREDIT LOSSES
Forthe Company, ASC 326, “Financial Instruments – Credit Losses (Topic 326)” applies to its contract assets (deferredCOGS and deferred sales commissions), lease receivables (sublease, see Note 6) and trade receivables. There are no expected or estimatedcredit losses on the Company’s contract assets or its lease receivable based on the Company’s analysis of ASC 326.
TheCompany’s trade receivables primarily arise from the sale of our products to independent residential dealers, industrial distributorsand dealers, national and regional retailers, equipment distributors, and certain end users with payment terms generally ranging from30 to 90 days. The Company evaluates the credit risk of a customer when extending credit based on a combination of various financialand qualitative factors that may affect the customer’s ability to pay. These factors include the customer’s financial conditionand past payment experience.
| 10 |
TheCompany maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual lifeof its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The Company measuresexpected credit losses on its trade receivables on an entity-by-entity basis. The estimate of expected credit losses considers a historicalloss experience rate that is adjusted for delinquency trends, collection experience, and/or economic risk where appropriate. Additionally,management develops a specific allowance for trade receivables known to have a high risk of expected future credit loss.
TheCompany has historically experienced immaterial write-offs given the nature of the customers that receive credit. As of June 30, 2025,the Company had gross receivables of $
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (in thousands) | ||||||||
| Accounts Receivable, net, beginning of period | $ | $ | ||||||
| Accounts Receivable, net, end of period | $ | $ | ||||||
Thefollowing is a tabular reconciliation of the Company’s allowance for credit losses:
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (in thousands) | ||||||||
| Balance at beginning of period | $ | $ | ||||||
| Decrease in provision for credit losses | ( | ) | ||||||
| Net charge-offs | ||||||||
| Balance at end of period | $ | $ | ||||||
NOTE5—INVENTORY
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (in thousands) | ||||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| $ | $ | |||||||
Atboth June 30, 2025 and December 31, 2024, the Company’s inventory reserve for obsolescence was $
NOTE6—LEASES
| 11 |
Supplementalcash flow information related to leases consisted of the following (in thousands):
For the Six Months Ending June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
Supplementalbalance sheet information related to leases consisted of the following:
| As of June 30, 2025 | ||||
| Weighted average remaining lease terms for operating leases | ||||
Thetable below reconciles the undiscounted future minimum lease payments under non-cancelable lease agreements having initial terms of morethan one year to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30,2025 (in thousands):
Year ended June 30, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities (a) | $ | |||
| (a) |
OnJuly 6, 2021, the Company entered into an agreement with King Industrial Realty, Inc., to sublease from the Company
| Year ended June 30, | ||||
| 2026 | $ | |||
NOTE7—COMMITMENTS AND CONTINGENCIES
TheCompany has $
| 12 |
NOTE8— STOCKHOLDERS’ EQUITY
(a)General
AtJune 30, 2025, Acorn had shares issued and shares outstanding of its common stock, par value $ per share. Holdersof outstanding common stock are entitled to receive dividends when and if declared by the Board and to share rateably in the assets ofthe Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company.
TheCompany is t authorized to issue preferred stock. Accordingly, preferred stock is issued or outstanding.
(b)Summary Employee Option Information
TheCompany’s stock option plans provide for the grant to officers, directors and employees of options to purchase shares of commonstock. The purchase price may be paid in cash or, if the option is “in-the-money” at the end of the option term, it is automaticallyexercised “net.” In a net exercise of an option, the Company does not require a payment of the exercise price of the optionfrom the option holder but reduces the number of shares of common stock issued upon the exercise of the option by the smallest numberof whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares coveredby the option exercised. Each option is exercisable for one share of the Company’s common stock. Most options expire within fiveto ten years from the date of the grant and generally vest over a three-year period from the date of the grant.
AtJune 30, 2025, options were available for grant under the Amended and Restated 2006 Stock Incentive Plan (the “Plan”)and no options were available for grant under the 2006 Stock Option Plan for Non-Employee Directors. The Plan was amended effective January1, 2025 to extend the duration of the Plan until December 31, 2034 unless sooner terminated. During the six-month period ended June 30,2025, options were issued. The options were issued as follows: an aggregate of to directors (excluding the CEO), tothe CEO and to the CFO. In the six- and three-month periods ended June 30, 2025, there were grants to non-employees (other thanthe directors, CEO and CFO). There were options issued in the three-month period ended June 30 2025.
Duringthe six- and three-month periods ended June 30, 2025, options were exercised of which all were exercised in the three-month periodended June 30, 2025. The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptionsfor the respective years (all in weighted averages):
Number of Options (in shares) | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||
| Outstanding at December 31, 2024 | $ | years | $ | |||||||||||
| Granted | ||||||||||||||
| Exercised | ( | ) | ||||||||||||
| Outstanding at June 30, 2025 | $ | years | $ | |||||||||||
| Exercisable at June 30, 2025 | $ | years | $ | |||||||||||
| Risk-free interest rate | % | |||
| Expected term of options | years | |||
| Expected annual volatility | % | |||
| Expected dividend yield | % |
| 13 |
(c)Stock Option Compensation Expense
Stockoption compensation expense included in selling, general and administrative expenses in the Company’s unaudited condensed consolidatedstatements of operations was $ and $ for the six-month periods ended June 30, 2025 and 2024, respectively, and $ and$ for the three-month periods ended June 30, 2025 and 2024, respectively.
Thetotal compensation cost related to non-vested awards not yet recognized was $ as of June 30, 2025 which will be recognized overthe next twenty-eight months.
NOTE9— INCOME TAXES
TheCompany’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items withinthe period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxesfor the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full yearmay differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocationof income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.
Forthe six months ended June 30, 2025 and June 30, 2024 the Company recognized income tax expense of $
Forthe three months ended June 30, 2025 and June 30, 2024 the Company recognized income tax expense of $
Thedifference between the Company’s effective tax rate and the U.S. statutory tax rate of
TheCompany files a consolidated U.S. income tax return and tax returns in certain state and local jurisdictions. As of June 30, 2025, theCompany is no longer subject to federal examination for years before 2021, or for years before 2020 for state income taxes. However,our tax attribute carryforwards from closed tax years may be subject to examination to the extent utilized in an open tax year. The Companydoes not expect that our unrecognized tax benefits will change within the next twelve months due to statute of limitation lapses.
NOTE10— SEGMENT REPORTING
Asof June 30, 2025, the Company operates in
| ● | Power Generation (“PG”). OmniMetrix’s PG services provide wireless remote monitoring and control systems and IoT applications for residential and commercial/industrial power generation equipment. This includes OmniMetrix’s TrueGuard power generator monitors and AIRGuard product, which remotely monitors and controls industrial air compressors, and its Smart Annunciator product, which is typically sold to commercial customers that require a visual representation of the generator’s status and has a touchscreen display that indicates the current state of that generator. | |
| ● | Cathodic Protection (“CP”). OmniMetrix’s CP services provide remote monitoring and control products for cathodic protection systems on gas pipelines serving the gas utilities market and pipeline operators. The CP product lineup includes solutions to remotely monitor and control rectifiers, test stations and bonds. OmniMetrix also offers the industry’s first RADTM (Remote AC Mitigation Disconnect) that mounts onto existing Solid-state Decouplers in the field and can remotely disconnect/connect these AC mitigation tools, which can drastically reduce a company’s expense while increasing employee safety. |
| 14 |
TheCompany’s reportable segments are strategic business units, offering different products and services, and are managed separatelyas each business requires different technology and marketing strategies.
TheCODM is the Company’s Chief Executive Officer (CEO).
(b)Information about profit or loss and assets
Theaccounting policies of all the segments are those described in the summary of significant accounting policies. The Company evaluatesperformance by segment based on revenue (driven by the number of connections), gross profit and net income or loss before taxes.
TheCompany does not systematically allocate assets to the divisions of the subsidiaries constituting its consolidated group, unless thedivision constitutes a significant operation. Further, the CODM does not review the assets by segment.
Segmentexpenses that are routinely provided to the CODM are COGS and R&D expense. R&D expense may be allocated to each segment basedon the percentage of segment revenue to total revenue or based on estimated time on dedicated projects within the segment. SG&A expenseand interest income is allocated to each segment based on the percentage of segment revenue to total revenue instead of being specificallyidentified to each segment since the Company’s resources have a high level of shared utilization between the segments.
Thefollowing tables represent segmented data for the six- and three-month periods ended June 30, 2025 and 2024 (in thousands):
| PG | CP | Total | ||||||||||
| Six months ended June 30, 2025: | ||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||
| COGS | ||||||||||||
| Segment gross profit | ||||||||||||
| R&D expense | ||||||||||||
| SG&A expense | ||||||||||||
| Segment operating income | ||||||||||||
| Interest income, net | ||||||||||||
| Segment income before income taxes | $ | $ | $ | |||||||||
| Six months ended June 30, 2024: | ||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||
| COGS | ||||||||||||
| Segment gross profit | ||||||||||||
| R&D expense | ||||||||||||
| SG&A expense | ||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||
| Interest income, net | ||||||||||||
| Segment income (loss) before income taxes | $ | $ | ( | ) | $ | |||||||
| PG | CP | Total | ||||||||||
| Three months ended June 30, 2025: | ||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||
| COGS | ||||||||||||
| Segment gross profit | ||||||||||||
| R&D expense | ||||||||||||
| SG&A expense | ||||||||||||
| Segment operating income | ||||||||||||
| Interest income, net | ||||||||||||
| Segment income before income taxes | $ | $ | $ | |||||||||
| Three months ended June 30, 2024: | ||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||
| COGS | ||||||||||||
| Segment gross profit | ||||||||||||
| R&D expense | ||||||||||||
| SG&A expense | ||||||||||||
| Segment operating income (loss) | ( | ) | ||||||||||
| Interest income, net | ||||||||||||
| Segment income (loss) before income taxes | $ | $ | ( | ) | $ | |||||||
| 15 |
Reconciliationof Segment Income to Consolidated Net Income Before Income Taxes
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Total net income before income taxes for reportable segments | $ | $ | $ | $ | ||||||||||||
| Unallocated cost of corporate headquarters | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated net income before income taxes | $ | $ | $ | $ | ||||||||||||
NOTE11—REVENUE
Priorto September 1, 2023, sales of OmniMetrix equipment typically did not qualify as a separate unit of accounting. As a result, revenue(and related costs) associated with sale of equipment was recorded to deferred revenue (and deferred cost of goods sold) upon shipmentof PG and CP monitoring units. Revenue and related costs with respect to the sale of equipment were recognized over the estimated lifeof the units which was estimated to be three years. On September 1, 2023, OmniMetrix launched an updated version of its products thatincludes new functionality in its TrueGuard, AIRGuard, Patriot and Hero products that allows its customers to have options as it relatesto obtaining and utilizing the data that is provided by its hardware devices. This new functionality allows for SIM card options, configurationoptions regarding IP address endpoints and DNS routes, and access to OmniMetrix’s over-the-air data protocol. This product updateallows customers to have the option to purchase OmniMetrix’s monitoring service, monitor the products themselves if they have theability in-house, or choose another monitoring provider if they so desire. OmniMetrix’s prior hardware product version could notfunction as a distinct product independent from its monitoring services. This new version’s functionality results in OmniMetrix’shardware and monitoring services being capable of being two distinct products and services. OmniMetrix recognizes revenue, COGS and commissionsfrom the sale of the new version of its hardware products when the product is shipped rather than over the estimated time that the unitis in service for the customer. The remaining balance of deferred hardware revenue from the prior version of these products will continueto be amortized each period until it is fully amortized. The modifications to the circuit boards and embedded firmware of hardware enclosuresin inventory as of August 31, 2023 were made such that only the new version of these products was sold subsequent to that date.
Thefollowing table disaggregates the Company’s revenue for the six- and three-month periods ended June 30, 2025 and 2024 (in thousands):
| Hardware | Monitoring | Total | ||||||||||
| Six months ended June 30, 2025: | ||||||||||||
| PG Segment | $ | $ | $ | |||||||||
| CP Segment | ||||||||||||
| Total Revenue | $ | $ | $ | |||||||||
| Hardware | Monitoring | Total | ||||||||||
| Six months ended June 30, 2024: | ||||||||||||
| PG Segment | $ | $ | $ | |||||||||
| CP Segment | ||||||||||||
| Total Revenue | $ | $ | $ | |||||||||
| 16 |
| Hardware | Monitoring | Total | ||||||||||
| Three months ended June 30, 2025: | ||||||||||||
| PG Segment | $ | $ | $ | |||||||||
| CP Segment | ||||||||||||
| Total Revenue | $ | $ | $ | |||||||||
| Hardware | Monitoring | Total | ||||||||||
| Three months ended June 30, 2024: | ||||||||||||
| PG Segment | $ | $ | $ | |||||||||
| CP Segment | ||||||||||||
| Total Revenue | $ | $ | $ | |||||||||
Deferredrevenue activity for the six months ended June 30, 2025 can be seen in the table below (in thousands):
| Hardware | Monitoring | Total | ||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||
| Additions during the period | ||||||||||||
| Recognized as revenue | ( | ) | ( | ) | ( | ) | ||||||
| Balance at June 30, 2025 | $ | $ | $ | |||||||||
| Amounts to be recognized as revenue in the twelve-month-period ending: | ||||||||||||
| June 30, 2026 | $ | |||||||||||
| June 30, 2027 | ||||||||||||
| June 30, 2028 and thereafter | ||||||||||||
| $ | ||||||||||||
Theamount of hardware revenue recognized during the six months ended June 30, 2025 that was included in deferred revenue at the beginningof the fiscal year was $
Thefollowing table provides a reconciliation of the Company’s hardware revenue for the six- and three-month periods ended June 30,2025 and 2024 (in thousands):
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| Reconciliation of Hardware Revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Amortization of deferred revenue | $ | $ | $ | $ | ||||||||||||
| Sales of custom designed units and related accessories | ||||||||||||||||
| Hardware sales (new product versions) | ||||||||||||||||
| Other accessories, services, shipping and miscellaneous charges | ||||||||||||||||
| Total hardware revenue | $ | $ | $ | $ | ||||||||||||
DeferredCOGS relate only to the sale of equipment. Deferred COGS activity for the six-month period ended June 30, 2025 can be seen in the tablebelow (in thousands):
| Balance at December 31, 2024 | $ | |||
| Additions, net of adjustments, during the period | ||||
| Recognized as COGS | ( | ) | ||
| Balance at June 30, 2025 | $ | |||
| Amounts to be recognized as COGS in the twelve-month-period ending: | ||||
| June 30, 2026 | $ | |||
| June 30, 2027 | ||||
| $ |
| 17 |
Thefollowing table provides a reconciliation of the Company’s COGS expense for the six- and three-month periods ended June 30, 2025and 2024 (in thousands):
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| Reconciliation of COGS Expense | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Amortization of deferred COGS | $ | $ | $ | $ | ||||||||||||
| COGS of custom designed units and related accessories | ||||||||||||||||
| COGS of hardware sales (new product versions) | ||||||||||||||||
| Data costs for monitoring | ||||||||||||||||
| Other COGS of accessories, services, shipping and miscellaneous charges | ||||||||||||||||
| Total COGS expense | $ | $ | $ | $ | ||||||||||||
Thefollowing table provides a reconciliation of the Company’s sales commissions contract assets for the six-month period ended June30, 2025 (in thousands):
| Hardware | Monitoring | Total | ||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||
| Additions during the period | ||||||||||||
| Amortization of sales commissions | ( | ) | ( | ) | ( | ) | ||||||
| Balance at June 30, 2025 | $ | |||||||||||
Thecapitalized sales commissions are included in other current assets ($
Amountsto be recognized as sales commission expense in the twelve-month-period ending (in thousands):
| June 30, 2026 | $ | |||
| June 30, 2027 | ||||
| June 30, 2028 and thereafter | ||||
| $ |
NOTE12—RELATED PARTY BALANCES AND TRANSACTIONS
Officerand Director Fees
TheCompany recorded consulting service fees to officers of $
TheCompany recorded fees to directors of $
NOTE13—SUBSEQUENT EVENTS
OnJune 19, 2025, stock options originally granted to a now-deceased employee under the Company’s equity incentive plan wereautomatically deemed exercised and settled on their expiration date via net exercise, according to their terms. The options consistedof shares at an exercise price of $
OnJuly 24, 2025, the Company’s common stock began trading on the Nasdaq Capital Market. In connection with the Nasdaq listing applicationprocess, the Company paid to Nasdaq an aggregate application/entry fee of $
| 18 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ThisForm 10-Q contains “forward-looking statements” relating to the Company which represent the Company’s current expectationsor beliefs including, but not limited to, statements concerning the Company’s operations, performance, financial condition andgrowth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking statements.Without limiting the generality of the foregoing, words such as “may”, “anticipate”, “intend”, “could”,“estimate” or “continue” or the negative or other comparable terminology are intended to identify forward-lookingstatements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on managementand key personnel, variability of quarterly results, and the ability of the Company to continue its growth strategy and the Company’scompetition, certain of which are beyond the Company’s control. Should one or more of these risks or uncertainties materializeor should the underlying assumptions prove incorrect, or any of the other risks set out under the caption “Risk Factors”in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 occur, actual outcomes and results could differmaterially from those indicated in the forward-looking statements.
Anyforward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to updateany forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflectthe occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all suchfactors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.
Alldollar amounts in the tables and discussion below are rounded to the nearest thousand, except per share data; thus, they are approximate.
FINANCIALRESULTS BY COMPANY
Thefollowing table shows, for the periods indicated, the financial results (dollar amounts in thousands) attributable to each of our consolidatedcompanies.
| Six months ended June 30, 2025 | ||||||||||||
| OmniMetrix | Acorn | Total | ||||||||||
| Revenue | $ | 6,623 | $ | — | $ | 6,623 | ||||||
| COGS | 1,658 | — | 1,658 | |||||||||
| Gross profit | 4,965 | — | 4,965 | |||||||||
| Gross profit margin | 75 | % | 75 | % | ||||||||
| R&D expenses | 556 | — | 556 | |||||||||
| SG&A expenses | 2,173 | 685 | 2,858 | |||||||||
| Operating income (loss) | $ | 2,236 | $ | (685 | ) | $ | 1,551 | |||||
| Six months ended June 30, 2024 | ||||||||||||
| OmniMetrix | Acorn | Total | ||||||||||
| Revenue | $ | 4,407 | $ | — | $ | 4,407 | ||||||
| COGS | 1,151 | — | 1,151 | |||||||||
| Gross profit | 3,256 | — | 3,256 | |||||||||
| Gross profit margin | 74 | % | 74 | % | ||||||||
| R&D expenses | 464 | — | 464 | |||||||||
| SG&A expenses | 1,922 | 534 | 2,456 | |||||||||
| Operating income (loss) | $ | 870 | $ | (534 | ) | $ | 336 | |||||
| 19 |
| Three months ended June 30, 2025 | ||||||||||||
| OmniMetrix | Acorn | Total | ||||||||||
| Revenue | $ | 3,525 | $ | — | $ | 3,525 | ||||||
| COGS | 886 | — | 886 | |||||||||
| Gross profit | 2,639 | — | 2,639 | |||||||||
| Gross profit margin | 75 | % | 75 | % | ||||||||
| R&D expenses | 265 | — | 265 | |||||||||
| SG&A expenses | 1,149 | 278 | 1,427 | |||||||||
| Operating income (loss) | $ | 1,225 | $ | (278 | ) | $ | 947 | |||||
| Three months ended June 30, 2024 | ||||||||||||
| OmniMetrix | Acorn | Total | ||||||||||
| Revenue | $ | 2,275 | $ | — | $ | 2,275 | ||||||
| COGS | 610 | — | 610 | |||||||||
| Gross profit | 1,665 | — | 1,665 | |||||||||
| Gross profit margin | 73 | % | 73 | % | ||||||||
| R&D expenses | 226 | — | 226 | |||||||||
| SG&A expenses | 952 | 229 | 1,181 | |||||||||
| Operating income (loss) | $ | 487 | $ | (229 | ) | $ | 258 | |||||
BACKLOG
Asof June 30, 2025, OmniMetrix had a backlog of $3,669,000, primarily comprised of deferred revenue, of which $3,155,000 is expected tobe recognized as revenue in the next twelve months. This compares to a backlog of $4,580,000 at June 30, 2024. Now that we are sellinghardware units that are capable of operating distinctly from our monitoring and control software, the hardware backlog will no longercontinue to grow and will be fully amortized by August 31, 2026, while the monitoring backlog will continue to be deferred and amortizedover the period of service.
RECENTDEVELOPMENTS
OnJuly 23, 2025, we announced that we had received formal approval from The Nasdaq Stock Market LLC to uplist our common stock from theOTCQB to the Nasdaq Capital Market. Our common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “ACFN”on July 24, 2025. The uplisting reflects our ongoing efforts to enhance shareholder value, improve liquidity, and increase visibilitywithin the investment community.
OnJune 19, 2025, 1,250 stock options originally granted to a now-deceased employee under our equity incentive plan were automatically deemedexercised and settled on their expiration date via net exercise, according to their terms. The options consisted of 625 shares at anexercise price of $5.12 and 625 shares at an exercise price of $6.40. As a result of the transaction, 843 net shares were issued to theformer employee’s transfer-on-death beneficiary. Subsequent to the quarter ended June 30, 2025, on July 8, 2025, we repurchasedthe 843 net shares at the July 7, 2025 closing market price of $17.75 per share. The repurchased shares were added to our treasury stock.This transaction has not been reflected in our Unaudited Condensed Consolidated Financial Statements as of June 30, 2025. However, wehave evaluated the transaction and determined that disclosure is appropriate. The transaction did not have a material impact on our financialposition or results of operations.
OnJune 1, 2024, we entered into a contract (the “Material Contract”) with one of the nation’s largest cell phone providersto provide monitoring hardware and services. Under the contract, OmniMetrix will provide monitoring devices and related remote monitoringand control services for between 5,000 to 10,000 cell tower backup generators in the U.S. The monitoring hardware and monitoring services,which are being deployed over a one-to-two-year period. Shipping of hardware commenced in the third quarter of 2024 and installationand monitoring services commenced in the fourth quarter of 2024. During the six- and three-month periods ended June 30, 2025, we recognized$2,214,000 and $1,338,000 in hardware revenue, respectively, and $171,000 and $102,000 in monitoring revenue, respectively, from thiscontract.
| 20 |
OVERVIEWAND TREND INFORMATION
AcornEnergy, Inc. (“Acorn” or “the Company”) is a holding company focused on technology-driven solutions for energyinfrastructure asset management. We provide the following services and products through our OmniMetrixTM, LLC (“OmniMetrix”)subsidiary:
| ● | Power Generation (“PG”). OmniMetrix’s PG services provide wireless remote monitoring and control systems and IoT applications for residential and commercial/industrial power generation equipment. This includes OmniMetrix’s TrueGuard power generator monitors and AIRGuard product, which remotely monitors and controls industrial air compressors, and its Smart Annunciator product, which is typically sold to commercial customers that require a visual representation of the generator’s status and has a touchscreen display that indicates the current state of that generator. | |
| ● | Cathodic Protection (“CP”). OmniMetrix’s CP services provide remote monitoring and control products for cathodic protection systems on gas pipelines serving the gas utilities market and pipeline operators. The CP product lineup includes solutions to remotely monitor and control rectifiers, test stations and bonds. OmniMetrix also offers the industry’s first RADTM (Remote AC Mitigation Disconnect) that mounts onto existing Solid-state Decouplers in the field and can remotely disconnect/connect these AC mitigation tools, which can drastically reduce a company’s expense while increasing employee safety. |
Eachof our PG and CP activities represents a reportable segment. The following analysis should be read together with the segment and revenueinformation provided in Notes 10 and 11 to the unaudited condensed consolidated financial statements included in this quarterly report.
OmniMetrix
OmniMetrixis a Georgia limited liability company based in Buford, Georgia that develops and markets wireless remote monitoring and control systemsand services for multiple markets in the Internet of Things (“IoT”) ecosystem: critical assets (including stand-by powergenerators, pumps, pumpjacks, light towers, turbines, compressors, and other industrial equipment) as well as cathodic protection forthe pipeline industry (gas utilities and pipeline companies). Acorn owns 99% of OmniMetrix with 1% owned by the former CEO of OmniMetrix.
Followingthe emergence of machine-to-machine (M2M) and IoT applications, whereby companies aggregate multiple sensors and monitors into a simplifieddashboard for customers, OmniMetrix believes it plays a key role in this new economic ecosystem. In addition, OmniMetrix sees a rapidlygrowing need for backup power infrastructure to secure critical military, government, and private sector assets against emergency eventsincluding terrorist attacks, natural disasters, cybersecurity threats, and other issues related to the reliability of the electric powergrid. As residential and industrial standby generators, turbines, compressors, pumps, pumpjacks, light towers and other industrial equipmentare part of the critical infrastructure increasingly monitored in IoT applications and given that OmniMetrix monitors all major brandsof critical equipment, OmniMetrix believes it is well-positioned as a competitive participant in this market.
OmniMetrixsells monitoring hardware devices and data monitoring services. On September 1, 2023, we launched an updated version of our productsthat includes new functionality in our TrueGuard, AIRGuard, Patriot and Hero products that allows our customers to have options as itrelates to obtaining and utilizing the data that is provided by our hardware devices. This new functionality allows for SIM card options,configuration options regarding IP address endpoints and DNS routes, and access to our over-the-air data protocol. This product updateallows customers to have the option to purchase our monitoring service, monitor the products themselves if they have the ability in-house,or choose another monitoring provider if they so desire, whereas, historically, our standard products only functioned with our monitoringservices. The modification to the circuit boards and embedded firmware of hardware enclosures in stock as of August 31, 2023 were madesuch that only the new version of these products was sold subsequent to that date. Prior to such product modification, revenue (and relatedcosts) associated with sale of equipment was recorded to deferred revenue (and deferred charges) upon shipment for PG and CP monitoringunits. This deferred revenue and the deferred cost of the hardware with respect to the sale of new equipment was recognized over thelife of the units, which was estimated to be three years. Revenue from hardware sales subsequent to August 31, 2023 is recognized uponshipment or upon acceptance (specific to the Material Contract), instead of being deferred. Revenues from the prepayment of monitoringfees (generally paid in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortizedto revenue over the monitoring service period (typically twelve-month, renewable periods).
| 21 |
CriticalAccounting Estimates
Inpreparing the financial statements, management is required to make estimates and assumptions that have an impact on the asset, liability,revenue and expense amounts reported. These estimates can also affect our supplemental information disclosures, including informationabout contingencies, risk and financial condition. We believe, given current facts and circumstances, that our estimates and assumptionsare reasonable, adhere to U.S. GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact thatactual results may differ from estimates and estimates may vary as new facts and circumstances arise. We make routine estimates and judgmentsin determining net realizable value of accounts receivable, inventories, property and equipment, prepaid expenses, product warrantiesand other reserves as well as the amortization period for deferred commissions payable. Management believes our most critical accountingestimates and assumptions are in the area of revenue recognition and valuation allowance.
ValuationAllowance
Weregularly review our deferred tax assets for recoverability considering historically profitability, projected future taxable income,the expected timing of the reversals of existing temporary differences and tax planning strategies. In assessing the need for a valuationallowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weightgiven to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified.
Werecord a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.The net carrying amount of the Company’s deferred tax assets is based on the Company’s belief that it is more likely thannot that the Company will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. Theultimate realization of the deferred tax assets depends upon our ability to generate sufficient taxable income in the future. In forecastingfuture taxable income, management uses estimates and makes assumptions regarding significant future events, including the timing andnumber of new hardware sales contracts and associated monitoring revenue. In evaluating our ability to recover our deferred tax assets,we consider and weigh all available positive and negative evidence, including our past operating results, the existence of cumulativelosses in the most recent years and our forecast of future taxable income. When the likelihood of the realization of existing deferredtax assets changes, adjustments to the valuation allowance are charged in the period in which the determination is made. If our estimatesand assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred taxassets, resulting in additional income tax expense in the Company’s Consolidated Statements of Operations, or conversely to reducethe existing valuation allowance resulting in less income tax expense.
TheCompany generated a three-year cumulative positive income through December 31, 2024. Based on its earnings, the Company released a portionof its valuation allowance on its deferred tax assets (other than as stated above) during the year ended December 31, 2024. As of June30, 2025, we believe, based on our projections, that a partial valuation allowance of $11,400,000 continues to be necessary against ourdeferred tax assets. Uncertainty exists related to the generation of future hardware and monitoring revenue, nonetheless the Companybelieves sufficient positive evidence exists which supports the partial reversal of the valuation allowance. In recent years, the Companyexecuted new contracts, growing hardware and monitoring revenue which resulted in cumulative pre-tax earnings over the prior three yearswhich we believe is significant positive evidence to support the reversal of valuation allowance during 2024. At this time, however,we cannot assure you that we will be successful in doing so. Accordingly, our management will continue to assess the need for this valuationallowance and will make adjustments when appropriate.
Theutilization of the Company’s federal and state net operating losses may be subject to a limitation due to the “change inownership provisions” under Section 382 of the Internal Revenue Code, as well as similar state provisions. Such limitations mayresult in the expiration of net operating loss (NOL) carryforwards before their utilization. The Company has not completed a study toassess whether an “ownership change” as defined in Section 382 has occurred or whether there have been multiple ownershipchanges since the Company’s inception. Future changes in the Company’s stock ownership, which may be outside of the Company’scontrol, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a componentof the purchase price could result in an “ownership change.” The Company will complete a full analysis of the tax attributecarryforwards prior to any utilization of tax attributes which may be subject to limitation.
| 22 |
Resultsof Operations
Thefollowing table sets forth certain information with respect to the unaudited condensed consolidated results of operations of the Companyfor the six-month periods ended June 30, 2025 and 2024, including the percentage of total revenues during each period attributable toselected components of the operations statements data and for the period-to-period percentage changes in such components. For segmentdata, see Notes 10 and 11 to the unaudited condensed consolidated financial statements included in this quarterly report.
| Six months ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| ($,000) | % of revenues | ($,000) | % of revenues | From 2024 to 2025 | ||||||||||||||||
| Revenue | $ | 6,623 | 100 | % | $ | 4,407 | 100 | % | 50 | % | ||||||||||
| COGS | 1,658 | 25 | % | 1,151 | 26 | % | 44 | % | ||||||||||||
| Gross profit | 4,965 | 75 | % | 3,256 | 74 | % | 53 | % | ||||||||||||
| R&D expenses | 556 | 8 | % | 464 | 11 | % | 20 | % | ||||||||||||
| SG&A expenses | 2,858 | 43 | % | 2,456 | 56 | % | 16 | % | ||||||||||||
| Operating income | 1,551 | 23 | % | 336 | 8 | % | 362 | % | ||||||||||||
| Interest income, net | 51 | 1 | % | 33 | 1 | % | 55 | % | ||||||||||||
| Income before income taxes | 1,602 | 24 | % | 369 | 8 | % | 334 | % | ||||||||||||
| Income tax expense | 396 | 6 | % | 25 | 1 | % | 1,484 | % | ||||||||||||
| Net income | 1,206 | 18 | % | 344 | 8 | % | 251 | % | ||||||||||||
| Non-controlling interest share of net income | (22 | ) | * | % | (8 | ) | * | % | 175 | % | ||||||||||
| Net income attributable to Acorn Energy, Inc. | $ | 1,184 | 18 | % | $ | 336 | 8 | % | 252 | % | ||||||||||
*Resultis less than 1% or not meaningful.
Thefollowing table sets forth certain information with respect to the unaudited condensed consolidated results of operations of the Companyfor the three-month periods ended June 30, 2025 and 2024, including the percentage of total revenues during each period attributableto selected components of the operations statement data and for the period-to-period percentage changes in such components. For segmentdata, see Notes 10 and 11 to the unaudited condensed consolidated financial statements included in this quarterly report.
| Three months ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| ($,000) | % of revenues | ($,000) | % of revenues | from 2024 to 2025 | ||||||||||||||||
| Revenue | $ | 3,525 | 100 | % | $ | 2,275 | 100 | % | 55 | % | ||||||||||
| COGS | 886 | 25 | % | 610 | 27 | % | 45 | % | ||||||||||||
| Gross profit | 2,639 | 75 | % | 1,665 | 73 | % | 59 | % | ||||||||||||
| R&D expenses | 265 | 8 | % | 226 | 10 | % | 17 | % | ||||||||||||
| SG&A expense | 1,427 | 40 | % | 1,181 | 52 | % | 21 | % | ||||||||||||
| Operating income | 947 | 27 | % | 258 | 11 | % | 267 | % | ||||||||||||
| Interest income, net | 27 | 1 | % | 18 | 1 | % | 50 | % | ||||||||||||
| Income before income taxes | 974 | 28 | % | 276 | 12 | % | 253 | % | ||||||||||||
| Income tax expense | 242 | 7 | % | — | — | % | — | % | ||||||||||||
| Net income | 732 | 21 | % | 276 | 12 | % | 165 | % | ||||||||||||
| Non-controlling interest share of net income | (12 | ) | * | % | (5 | ) | * | % | 140 | % | ||||||||||
| Net income attributable to Acorn Energy, Inc. | $ | 720 | 20 | % | $ | 271 | 12 | % | 166 | % | ||||||||||
*Resultis less than 1%.
| 23 |
Revenuefor the six and three months ended June 30, 2025 and 2024
Revenueincreased by $2,216,000, or 50.3%, from $4,407,000 in the six-month period ended June 30, 2024 to $6,623,000 in the six-month periodended June 30, 2025. Hardware revenue increased by $1,839,000, or 83.8%, from $2,195,000 in the six-month period ended June 30, 2024to $4,034,000 in the six-month period ended June 30, 2025. See the reconciliation of hardware revenue below. Monitoring revenue increasedby $377,000, or 17.0%, from $2,212,000 in the six-month period ended June 30, 2024 to $2,589,000 in the six-month period ended June 30,2025. The increase in monitoring revenue was due to an increase in the number of connections being monitored.
Asdiscussed above, OmniMetrix has two reportable segments, PG and CP. Of the $6,623,000 in revenue recognized in the six-month period endedJune 30, 2025, $6,247,000 was generated by PG activities and $376,000 was generated by CP activities. This represents an increase inrevenue from PG activities of $2,392,000, or 62.0%, from $3,855,000 in the six-month period ended June 30, 2024, and a decrease in revenuefrom CP activities of $176,000, or 31.9%, from $552,000 in the six-month period ended June 30, 2024. The increase in PG revenue was dueto sales under our Material Contract described above under “Recent Developments.” The decrease in CP revenue was due to fewerHero2 units being sold in the current-year period
Revenueincreased by $1,250,000, or 54.9%, from $2,275,000 in the three-month period ended June 30, 2024 to $3,525,000 in the three-month periodended June 30, 2025. Of the $3,525,000 in revenue recognized in the three-month period ended June 30, 2025, $3,360,000 was generatedby PG activities and $165,000 was generated by CP activities. In the three-month period ended June 30, 2025, as compared to the three-monthperiod ended June 30, 2024, revenue from PG activities increased $1,299,000, or 63.0%, from $2,061,000, and revenue from CP activitiesdecreased $49,000, or 22.9%, from $214,000.
Hardwarerevenue during the six- and three-month periods ended June 30, 2025 and 2024 is further detailed in the table below (in thousands):
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| Reconciliation of Hardware Revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Amortization of deferred revenue | $ | 585 | $ | 1,027 | $ | 270 | $ | 492 | ||||||||
| Sales of custom designed units and related accessories | 58 | — | — | — | ||||||||||||
| Hardware sales (new product versions) | 3,160 | 955 | 1,808 | 579 | ||||||||||||
| Other accessories, services, shipping and miscellaneous charges | 231 | 213 | 127 | 94 | ||||||||||||
| Total hardware revenue | $ | 4,034 | $ | 2,195 | $ | 2,205 | $ | 1,165 | ||||||||
Grossprofit for the six- and three-month periods ended June 30, 2025 and 2024
Grossprofit for the six-month period ended June 30, 2025 was $4,965,000, reflecting a gross margin of 75.0%, compared with a gross profitof $3,256,000, reflecting a gross margin of 73.9%, for the six-month period ended June 30, 2024.
Grossmargin on hardware revenue for the six-month period ended June 30, 2025 was 62.5% compared to 53.2% for the six-month period ended June30, 2024. The increase in gross margin on hardware was a result of the product and customer mix of sales during the period. Gross marginon monitoring revenue for the six-month periods ended June 30, 2025 and 2024 was 94.4%.
Grossprofit for the three-month period ended June 30, 2025 was $2,639,000, reflecting a gross margin of 74.9%, compared with a gross profitfor the three-month period ended June 30, 2024 of $1,665,000, reflecting a gross margin of 73.2%. Gross margin on hardware revenue forthe three-month period ended June 30, 2025 was 63.1% compared to 52.9% for the three-month period ended June 30, 2024. The increase ingross margin on hardware during the three-month period was a result of same drivers as described above for the six-month period. Grossmargin on monitoring revenue for the three-month period ended June 30, 2025 was 94.6% compared to 94.5% for the three-month period endedJune 30, 2024.
| 24 |
Operatingexpenses for the six- and three-month periods ended June 30, 2025 and 2024
R&Dexpense. During the six-month periods ended June 30, 2025 and 2024, R&D expense was $556,000 and $464,000, respectively. Duringthe three-month period ended June 30, 2025, OmniMetrix recorded $265,000 of R&D expense as compared to $226,000 in the three-monthperiod ended June 30, 2024. The increase in R&D expense is related to salary increases granted to our engineering personnel effectiveOctober 1, 2024, the hiring of another senior level engineer in November 2024 and the expenses and materials paid to third-party consultantsin the continued development of next-generation PG and CP products and exploration into potential new product lines. We expect a moderateincrease in R&D expense throughout 2025 for continued investment in work on certain initiatives to launch the next generation ofour products and expand product lines to increase our level of innovation ahead of our competitors.
Selling,general and administrative expense. SG&A expense of the consolidated entities in the six-month period ended June 30, 2025 reflectedan increase of $402,000, or 16.4%, as compared to the six-month period ended June 30, 2024. OmniMetrix’s SG&A expense increased$251,000, or 13.1%, from $1,922,000 in the six-month period ended June 30, 2024 to $2,173,000 in the six-month period ended June 30,2025. This increase was primarily due to an increase of (i) $90,000 in personnel expenses due to staff additions and increases in compensationto our team, (ii) $128,000 in commission expense primarily driven by sales under the Material Contract, (iii) $18,000 in technology feesand expenses, (iv) $12,000 in insurance expenses, (v) a net increase of $29,000 in other operating expenses in the aggregate, offsetby a decrease of (vi) $26,000 in travel and trade show expenses. Corporate SG&A expense increased $151,000, or 28.3%, from $534,000in the six-month period ended June 30, 2024 to $685,000 in the six-month period ended June 30, 2025. This increase was due to an increaseof (i) $64,000 in tax professional fees from the preparation of the 2024 income tax provision and the calculations related to the releaseof the income tax valuation allowance, (ii) $23,000 in audit fees primarily related to the work on the release of the income tax valuationallowance at December 31, 2024, (iii) $59,000 in stock compensation expense and (vi) a net increase of $5,000, in the aggregate, of otherpublic company expenses.
SG&Aexpense of the consolidated entities in the three-month period ended June 30, 2025 reflected an increase of $246,000, or 20.8%, as comparedto the three-month period ended June 30, 2024. OmniMetrix’s SG&A expense increased $197,000, or 20.7%, from $952,000 in thethree-month period ended June 30, 2024 to $1,149,000 in the three-month period ended June 30, 2025. This increase was primarily due toan increase of (i) $48,000 in personnel expenses due to staff additions and increases in compensation to our team, (ii) $100,000 in commissionexpense primarily driven by sales under the Material Contract, (iii) $39,000 in technology fees and expenses, and (iv) a net increaseof $10,000 in other operating expenses in the aggregate. Corporate SG&A expense increased $49,000, or 21.4%, from $229,000 in thethree-month period ended June 30, 2024 to $278,000 in the three-month period ended June 30, 2025. This increase was due to an increaseof (i) $17,000 in tax professional fees related to the preparation of our 2024 tax return and our 2025 tax provision, (ii) $23,000 inaudit fees primarily related to additional procedures on our tax provision, and (iii) a net increase of $9,000, in the aggregate, ofother public company expenses.
Netincome attributable to Acorn Energy. We recognized net income attributable to Acorn stockholders of $1,184,000 in the six-month periodended June 30, 2025, compared to net income attributable to Acorn stockholders of $336,000 in the six-month period ended June 30, 2024.Our net income during the six-month period ended June 30, 2025 is comprised of pre-tax net income at OmniMetrix of $2,285,000 less federaltaxes of $337,000 and state taxes of $59,000 offset by corporate expenses of $683,000, net of $2,000 in interest income, and the non-controllinginterest share of our income from OmniMetrix of $22,000. Our net income during the six-month period ended June 30, 2024 is comprisedof net income at OmniMetrix of $878,000 offset by corporate expenses of $534,000 and the non-controlling interest share of our incomefrom OmniMetrix of $8,000.
Forthe three-month period ended June 30, 2025, we recognized net income attributable to Acorn stockholders of $720,000, compared to a netincome attributable to Acorn stockholders of $271,000 for the three- month period ended June 30, 2024. Our net income during the three-monthperiod ended June 30, 2025 is comprised of pre-tax net income at OmniMetrix of $1,251,000 less federal taxes of $206,000 and state taxesof $36,000 offset by corporate expenses of $277,000, net of $1,000 in interest income, and the non-controlling interest share of ourincome from OmniMetrix of $12,000. Our net income during the three-month period ended June 30, 2024 is comprised of net income at OmniMetrixof $539,000 offset by corporate expenses of $263,000 and the non-controlling interest share of income from OmniMetrix of $5,000.
| 25 |
Liquidityand Capital Resources
AtJune 30, 2025, we had working capital of $2,709,000. Our working capital includes $3,253,000 of cash and deferred revenue of $3,155,000.Such deferred revenue does not require a significant cash outlay for the revenue to be recognized.
Duringthe six-month period ended June 30, 2025, our OmniMetrix subsidiary provided cash flow from operations of $1,607,000, while our corporateheadquarters used $707,000 for operations during the same period.
Duringthe six-month period ended June 30, 2025, we invested (i) $9,000 in technology, (ii) $7,000 in equipment, (iii) $4,000 in leasehold improvementsand (iv) $1,000 in patent acquisition.
Duringthe six-month period ended June 30, 2025, we recognized $48,000 from financing activities in proceeds from the exercise of stock options.
Liquidity
Asof August 5, we had cash of $3,428,000. We believe that such cash, plus the cash expected to be generated from operations, willprovide sufficient liquidity to finance the corporate activities of Acorn and the operating activities of OmniMetrix at their currentlevel of operations for at least the twelve-month period from the issuance of the unaudited condensed consolidated financial statementscontained in this Quarterly Report. We may, at some point, elect to obtain a new line of credit or other source of financing to fundadditional investments in the business. If we decide to pursue additional financing in the future, it may be in the form of a bank line,a new loan or investment by others, an equity raise by Acorn, which could then facilitate a loan by Acorn to OmniMetrix, or any combinationthereof. Whether alternative funds, such as third-party loans or investments, will be available at the time required and on terms acceptableto Acorn and OmniMetrix cannot be determined at this time.
ContractualObligations and Commitments
Thetable below provides information concerning obligations under certain categories of our contractual obligations as of June 30, 2025.
CASHPAYMENTS DUE TO CONTRACTUAL OBLIGATIONS
| Twelve Month Periods Ending June 30, (in thousands) | ||||||||||||||||||||
| Total | 2026 | 2027-2028 | 2029-2030 | 2031 and thereafter | ||||||||||||||||
| Software agreements | $ | 10 | $ | 10 | $ | — | $ | — | $ | — | ||||||||||
| Operating leases* | 1,275 | 166 | 478 | 518 | 113 | |||||||||||||||
| Contractual services | 332 | 223 | 109 | — | — | |||||||||||||||
| Purchase commitments** | 994 | 994 | — | — | — | |||||||||||||||
| Total contractual cash obligations | $ | 2,611 | $ | 1,393 | $ | 587 | $ | 518 | $ | 113 | ||||||||||
*Reflectsthe gross amount of the payments to be made under the operating lease liabilities. Does not include rent amounts to be received underthe sublease.
**Reflectsopen purchase orders for components/parts to be delivered over the next twelve months as sales forecast requires.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
Notapplicable.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluationof Disclosure Controls and Procedures
Ourmanagement, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosurecontrols and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our CEOand CFO concluded that, due to the material weaknesses in our internal control over financial reporting as described in our Annual Reporton Form 10-K for the year ended December 31, 2024, our disclosure controls and procedures were not effective as of June 30, 2025.
| 26 |
Asnoted in our Annual Report on Form 10-K for the year ended December 31, 2024, we employ a decentralized internal control methodology,coupled with management’s oversight, whereby its subsidiary is responsible for mitigating its risks to financial reporting by implementingand maintaining effective control policies and procedures and subsequently translating that respective risk mitigation up and throughto the parent level and to the Company’s external consolidated financial statements. Also, as the Company’s subsidiary isnot large enough to effectively mitigate certain risks by segregating incompatible duties, management must employ compensating mechanismsthroughout the Company in a manner that is feasible within the constraints it operates.
Thematerial weaknesses management identified were caused by an insufficient complement of resources at the Company’s OmniMetrix subsidiaryand limited IT system capabilities, such that individual control policies and procedures could not be implemented, maintained, or remediatedwhen and where necessary. Management identified the following material weaknesses set forth below in our internal control over financialreporting:
| ● | The Company had ineffective design and operation of information technology general controls (ITGCs) over logical access, program change management, and vendor management controls. | |
| ● | The Company had ineffective design and operation of internal controls over financial reporting related to segregation of duties and journal entries. The weakness related to segregation of duties arises due to insufficient segregation of duties within the Company’s ERP system. Specifically, two individuals currently have access to both the recording and approval of financial transactions, which increases the risk of unauthorized adjustments. The weakness related to journal entries stems from the ERP’s functionality that allows users to modify journal entries after they have been posted. This capability creates a risk of unauthorized changes to financial records. | |
| ● | The Company had ineffective design and operation of controls including management review controls, over the Company’s projected financial information within the Company’s deferred tax asset valuation allowance analysis. |
Changesin Internal Control Over Financial Reporting
Duringthe latter six months of 2024, we implemented the following (i) provisioning/termination controls with signed and authenticated authorizations,(ii) change controls for development processes that require authorizations, peer review, quality assurance documentation, ticket matchingof changes to work authorizations and overall change controls, and (iii) a more detailed review process of our valuation allowance analysis.It is our belief that these added controls, and related actions will effectively remediate the existing material weaknesses detailedin the first and third bullets above. The material weaknesses will not be considered remediated, however, until the applicable controlsoperate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Otherthan the remediation actions described above, there were no other changes in our internal control over financial reporting (as such termis defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.
| ITEM 5. | OTHER INFORMATION |
Duringthe second quarter of fiscal year 2025, none of our directors or officers
| 27 |
PARTII
| ITEM 6. | EXHIBITS |
| #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-Q for the quarter ended June 30, 2025, filed on August 7, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. | |
| #104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | This exhibit is filed or furnished herewith. |
| 28 |
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf byits principal financial officer thereunto duly authorized.
| ACORN ENERGY, INC. | ||
| Dated: August 7, 2025 | ||
| By: | /s/ TRACY S. CLIFFORD | |
| Tracy S. Clifford | ||
| Chief Financial Officer | ||
| 29 |
Exhibit31.1
I,Jan H. Loeb, the Chief Executive Officer of Acorn Energy, Inc., certify that:
| 1. | I have reviewed this report on Form 10-Q 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) | 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 | |
| (d) | 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 |
| 5. | 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 | |
| (b) | 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. |
Dated:August 7, 2025
| By: | /s/ JAN H. LOEB | |
| Jan H. Loeb | ||
| Chief Executive Officer |
Exhibit31.2
I,Tracy S. Clifford, the Chief Financial Officer of Acorn Energy, Inc., certify that:
| 1. | I have reviewed this report on Form 10-Q 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) | 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 | |
| (d) | 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 |
| 5. | 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 | |
| (b) | 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. |
Dated:August 7, 2025
| By: | /s/ TRACY S. CLIFFORD | |
| Tracy S. Clifford | ||
| Chief Financial Officer |
Exhibit32.1
CERTIFICATIONPURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
Inconnection with the Quarterly Report on Form 10-Q of Acorn Energy, Inc. (the “Company”) for the quarterly period ended June30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Chief ExecutiveOfficer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Actof 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Jan H. Loeb | |
| Jan H. Loeb | |
| Chief Executive Officer | |
| August 7, 2025 |
Exhibit32.2
CERTIFICATIONPURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
Inconnection with the Quarterly Report on Form 10-Q of Acorn Energy, Inc. (the “Company”) for the quarterly period ended June30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tracy S. Clifford, ChiefFinancial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-OxleyAct of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Tracy S. Clifford | |
| Tracy S. Clifford | |
| Chief Financial Officer | |
| August 7, 2025 |