ACORN ENERGY, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33886 ACORN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 22-2786081 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1000 N West Street , Suite 1200 , Wilmington , Delaware 19801 (Address of principal executive offices) (Zip Code) 770 - 209-0012 (Registrant’s telephone number, including area code) 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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 ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at November 5, 2024 Common Stock, $ 0.01 par value per share 2,488,318 ACORN ENERGY, INC. Quarterly Report on Form 10-Q For the Quarterly Period Ended September 30, 2024 TABLE OF CONTENTS PAGE PART I Financial Information Item 1. Financial Statements: 3 Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 3 Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2024 and 2023 4 Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited) for the three and nine months ended September 30, 2024 and 2023 5 Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures 25 PART II Other Information Item 6. Exhibits 27 Signatures 28 Certain statements contained in this report are forward-looking in nature. These statements are generally identified by the inclusion of phrases such as “we expect”, “we anticipate”, “we believe”, “we estimate” and other phrases of similar meaning. Whether such statements ultimately prove to be accurate depends upon a variety of factors that may affect our business and operations. Many of these factors are described in our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission. 2 PART I ITEM 1. FINANCIAL STATEMENTS ACORN ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) As of September 30, 2024 As of December 31, 2023 (Unaudited) ASSETS Current assets: Cash $ 2,153 $ 1,449 Accounts receivable, net 894 536 Inventory, net 659 962 Deferred cost of goods sold (COGS) 507 809 Other current assets 318 280 Total current assets 4,531 4,036 Property and equipment, net 527 570 Right-of-use assets, net 112 193 Deferred COGS 134 476 Other assets 99 174 Total assets $ 5,403 $ 5,449 LIABILITIES AND EQUITY (DEFICIT) Current liabilities: Accounts payable $ 313 $ 288 Accrued expenses 202 132 Deferred revenue 3,572 4,034 Current operating lease liabilities 129 123 Other current liabilities 38 30 Total current liabilities 4,254 4,607 Long-term liabilities: Deferred revenue 812 1,550 Noncurrent operating lease liabilities — 98 Other long-term liabilities 23 20 Total liabilities 5,089 6,275 Commitments and contingencies (Note 7) - - Equity (deficit): Acorn Energy, Inc. stockholders Common stock - $ 0.01 par value per share: 42,000,000 shares authorized, 2,537,485 and 2,534,969 shares issued at September 30, 2024 and December 31, 2023, respectively, and 2,487,307 and 2,484,791 shares outstanding at September 30, 2024 and December 31, 2023, respectively 25 25 Additional paid-in capital 103,386 103,321 Accumulated stockholders’ deficit ( 100,087 ) ( 101,148 ) Treasury stock, at cost – 50,178 shares at September 30, 2024 and December 31, 2023 ( 3,036 ) ( 3,036 ) Total Acorn Energy, Inc. stockholders’ equity (deficit) 288 ( 838 ) Non-controlling interest 26 12 Total equity (deficit) 314 ( 826 ) Total liabilities and equity (deficit) $ 5,403 $ 5,449 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ACORN ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Revenue $ 7,457 $ 5,809 $ 3,050 $ 2,087 COGS 2,014 1,453 863 537 Gross profit 5,443 4,356 2,187 1,550 Operating expenses: Research and development expense (R&D) 698 614 234 212 Selling, general and administrative (SG&A) expense 3,653 3,746 1,197 1,330 Total operating expenses 4,351 4,360 1,431 1,542 Operating income (loss) 1,092 ( 4 ) 756 8 Interest income, net 53 46 20 19 Income before income taxes 1,145 42 776 27 Income tax expense 67 — 42 — Net income 1,078 42 734 27 Non-controlling interest share of income ( 17 ) ( 7 ) ( 9 ) ( 3 ) Net income attributable to Acorn Energy, Inc. stockholders $ 1,061 $ 35 $ 725 $ 24 Basic and diluted net income per share attributable to Acorn Energy, Inc stockholders – basic and diluted Basic $ 0.43 $ 0.01 $ 0.29 $ 0.01 Diluted $ 0.42 $ 0.01 $ 0.29 $ 0.01 Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic and diluted Basic 2,487 2,484 2,487 2,485 Diluted 2,504 2,506 2,511 2,532 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ACORN ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (UNAUDITED) (IN THOUSANDS) Three and Nine Months Ended September 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’ Equity (Deficit) Non- controlling interests Total Equity (Deficit) Balances as of December 31, 2023 2,484 $ 25 $ 103,321 $ ( 101,148 ) 50 $ ( 3,036 ) $ ( 838 ) $ 12 $ ( 826 ) Net Income — — — 65 — — 65 3 68 Proceeds from warrant exercise Proceeds from warrant exercise, shares Proceeds from stock option exercise 3 - * 13 — — — 13 — 13 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 27 — — — 27 — 27 Balances as of March 31, 2024 2,487 $ 25 $ 103,361 $ ( 101,083 ) 50 $ ( 3,036 ) $ ( 733 ) $ 14 $ ( 719 ) Net income — — — 271 — — 271 5 276 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 11 — — — 11 — 11 Balances as of June 30, 2024 2,487 $ 25 $ 103,372 $ ( 100,812 ) 50 $ ( 3,036 ) $ ( 451 ) $ 18 $ ( 433 ) Net income — — — 725 — — 725 9 734 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 14 — — — 14 — 14 Balances as of September 30, 2024 2,487 $ 25 $ 103,386 $ ( 100,087 ) 50 $ ( 3,036 ) $ 288 $ 26 $ 314 Three and Nine Months Ended September 30, 2023 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, 2022 2,483 $ 25 $ 103,261 $ ( 101,267 ) 50 $ ( 3,036 ) $ ( 1,017 ) $ 6 $ ( 1,011 ) Net loss — — — ( 85 ) — — ( 85 ) 1 ( 84 ) Proceeds from warrant exercise 2 - * 5 — — — 5 — 5 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 17 — — — 17 — 17 Balances as of March 31, 2023 2,485 $ 25 $ 103,283 $ ( 101,352 ) 50 $ ( 3,036 ) $ ( 1,080 ) $ 6 $ ( 1,074 ) Net income — — — 96 — — 96 3 99 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 13 — — — 13 — 13 Balances as of June 30, 2023 2,485 $ 25 $ 103,296 $ ( 101,256 ) 50 $ ( 3,036 ) $ ( 971 ) $ 8 $ ( 963 ) Balances 2,485 $ 25 $ 103,296 $ ( 101,256 ) 50 $ ( 3,036 ) $ ( 971 ) $ 8 $ ( 963 ) Net income — — — 24 — — 24 3 27 Net income (loss) — — — 24 — — 24 3 27 Accrued dividend in OmniMetrix preferred shares — — — — — — — ( 1 ) ( 1 ) Stock-based compensation — — 16 — — — 16 — 16 Balances as of September 30, 2023 2,485 $ 25 $ 103,312 $ ( 101,232 ) 50 $ ( 3,036 ) $ ( 931 ) $ 10 $ ( 921 ) Balances 2,485 $ 25 $ 103,312 $ ( 101,232 ) 50 $ ( 3,036 ) $ ( 931 ) $ 10 $ ( 921 ) * Less than $1. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ACORN ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Nine months ended September 30, 2024 2023 Cash flows provided by operating activities: Net income $ 1,078 $ 42 Depreciation and amortization 91 115 (Decrease) increase in the provision for credit loss ( 7 ) 3 Impairment of inventory 21 9 Non-cash lease expense 97 96 Stock-based compensation 52 46 Change in operating assets and liabilities: (Increase) decrease in accounts receivable ( 351 ) 11 Decrease (increase) in inventory 282 ( 129 ) Decrease in deferred COGS 644 162 Decrease (increase) in other current assets and other assets 37 ( 49 ) (Decrease) increase in deferred revenue ( 1,200 ) 40 Decrease in operating lease liability ( 108 ) ( 104 ) Increase in accounts payable, accrued expenses, other current liabilities and non-current liabilities 103 124 Net cash provided by operating activities 739 366 Cash flows used in investing activities: Investments in technology ( 44 ) ( 70 ) Equipment purchases ( 4 ) ( 2 ) Net cash used in investing activities ( 48 ) ( 72 ) Cash flows provided by financing activities: Stock option exercise proceeds 13 — Warrant exercise proceeds — 5 Net cash provided by financing activities 13 5 Net increase in cash 704 299 Cash at the beginning of the period 1,449 1,450 Cash at the end of the period $ 2,153 $ 1,749 Supplemental cash flow information: Cash paid during the period for: Interest $ 1 $ 2 Income Taxes $ 2 $ — Non-cash investing and financing activities: Accrued preferred dividends to former CEO of OmniMetrix $ 3 $ 3 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 ACORN ENERGY, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED STATEMENTS (UNAUDITED) NOTE 1— BASIS OF PRESENTATION The accompanying 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 financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The December 31, 2023 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine- and three-month periods ended September 30, 2024 and 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All dollar amounts, except per share data, are rounded to the nearest thousand and, thus, are approximate. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 7, 2024. Reverse Stock Split On September 5, 2023, the Board of Directors of Acorn approved a Certificate of Amendment to Acorn’s Restated Certificate of Incorporation (the “Certificate of Amendment”) that provided for a 1-for-16 reverse stock split of Acorn’s Common Stock (the “Reverse Stock Split”). Acorn filed the Certificate of Amendment with the Secretary of State of the State of Delaware on September 6, 2023, and the Reverse Stock Split became effective at 5:00 p.m. EDT on September 7, 2023. At the effective time of the Reverse Stock Split, every sixteen issued and outstanding shares of Acorn’s Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. Stockholders who would have otherwise been entitled to fractional shares of Common Stock, as a result of the Reverse Stock Split, received a cash payment in lieu of receiving fractional shares. The value of the fractional shares repurchased was $ 347 and equated to fifty-eight shares. All share and per share amounts of common stock, options and warrants contained in this Quarterly Report on Form 10-Q and the accompanying unaudited condensed consolidated financial statements and related footnotes have been restated for all periods to give retroactive effect to the Reverse Stock Split and the related fractional share repurchase for all prior periods presented. Accordingly, the unaudited Condensed Consolidated Statements of Equity (Deficit) reflects the impact of the Reverse Stock Split by reclassifying from “Common Stock” to “Additional paid in capital” an amount equal to the aggregate par value of the number of shares by which the total number of shares outstanding decreased as a result of the Reverse Stock Split. NOTE 2— ACCOUNTING POLICIES Use of Estimates in Preparation of Financial Statements The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 7 Concentrations of Credit Risk Financial instruments, 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 $ 2,153,000 at September 30, 2024. The Company does not believe there is a significant risk of non-performance by its counterparties. For the nine- and three-month period ended September 30, 2024, there was one customer that represented 12 % and 26 %, respectively, of the Company’s total invoiced sales. At September 30, 2024, the Company had one customer that represented 37 % of its total accounts receivable due by December 29, 2024 based on the customer’s payment terms. The customer with this concentration of both invoiced sales and accounts receivable is the customer under the material contract that was executed in June 2024. See Note 10 for further discussion. Approximately 25 % of the accounts receivable at December 31, 2023 was due from one customer which was subsequently collected in full. Credit risk with respect to the balance of trade receivables is generally diversified due to the number of entities comprising the Company’s customer base. Although we do not believe there is significant risk of non-performance by these counterparties, any failures or defaults on their part could negatively impact the value of our financial instruments and could have a material adverse effect on our business, operations or financial condition. Inventory Inventories are comprised of components (raw materials), work-in-process and finished goods, which are measured at the lower of cost or net realizable value. Raw materials inventory is generally comprised of radios, cables, antennas, and electrical components. Finished goods inventory consists of fully assembled systems ready for final shipment to the customer. Costs are determined at cost of acquisition on a weighted average basis and include all outside production and applicable shipping costs. All inventories are periodically reviewed to identify slow-moving and obsolete inventory. Management conducts an assessment at the end of each reporting period of the Company’s inventory reserve and writes off any inventory items that are deemed obsolete. Revenue Recognition The Company’s revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations. The core principle of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. The Company assesses whether payment terms are customary or extended in accordance with normal practice relative to the market in which the sale is occurring. The Company’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 10, Revenue, for further discussion. Revenue from sales of the hardware products that are distinct products are recorded when shipped while the revenue from sales of the hardware products (product versions sold prior to September 1, 2023) that were not separable from the Company’s monitoring services was deferred and amortized over the estimated unit life. Revenue from the prepayment of monitoring fees (generally paid twelve months in advance) is recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period. See Notes 9 and 10 for the disaggregation of the Company’s revenue for the periods presented. Any sales tax, value added tax, and other tax the Company collects concurrent with revenue producing activities are excluded from revenue. 8 Income Taxes The Company is subject to U.S. federal income tax and income taxes imposed in the state and local jurisdictions where it operates its businesses. Deferred income taxes are determined using the balance sheet approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The assessment of the realization of deferred tax assets is subject to significant judgement and the Company evaluates its deferred tax assets for realizability at each reporting period. The Company’s deferred tax assets consist primarily of net operating loss carryforwards which may be able to be utilized against taxable income, however the changes in ownership may limit the ability to fully utilize loss carryforwards under Internal Revenue Code Section 382. The Company intends to perform a study to determine what portion of its deferred tax assets may be subject to annual limitation due to the tax law limitations and complete this analysis in the fourth quarter of 2024. The income tax expense in the nine- and three- month periods ended September 30, 2024 represents the tax by various states on the 2023 income of OmniMetrix. The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits, and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years subject to examination based on the statute of limitations is generally three years; however, the tax authorities may examine records and other evidence from the year the net operating loss was generated when the Company utilizes net operating loss carryforwards in future periods. Basic and Diluted Net Income Per Share Basic net income per share is computed by dividing the net income attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net income per share is computed by dividing the net income by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options. The dilutive effects of stock options are excluded from the computation of diluted net income per share if doing so would be antidilutive. For the nine-month period ending September 30, 2024, the weighted average number of options that were excluded from the computation of diluted net income, as they had an antidilutive effect, was 17,000 (which have a weighted average exercise price of $ 9.09 ). For the three-month period ending September 30, 2024, the weighted average number of options that were excluded from the computation of diluted net income, as they had an antidilutive effect, was 15,000 (which have a weighted average exercise price of $ 9.17 ). For the nine-month period ending September 30, 2023, the weighted average number of options that were excluded from the computation of diluted net income, as they had an antidilutive effect, was 6,000 (which have a weighted average exercise price of $ 8.49 ). For the three-month period ending September 30, 2023, there were no options that were excluded from the computation of diluted net income due to having an antidilutive effect. The following table represents the amounts used in computing earnings per share and the effect on net income and the weighted average number of potential dilutive shares of common stock (as adjusted to account for the September 2023 1-for-16 reverse stock split) and is in thousands, except per share data: SCHEDULE OF EFFECT ON NET INCOME LOSS AND WEIGHTED AVERAGE NUMBER OF SHARES 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Net income attributable to common stockholders $ 1,061 $ 35 $ 725 $ 24 Weighted average shares outstanding: Basic 2,487 2,484 2,487 2,485 Add: Stock options 17 22 24 47 Diluted 2,504 2,506 2,511 2,532 Basic net income per share $ 0.43 $ 0.01 $ 0.29 $ 0.01 Diluted net income per share $ 0.42 $ 0.01 $ 0.29 $ 0.01 9 Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and early application is permitted. The Company is currently assessing the impact the adoption of ASU 2023-07 will have on its segment reporting disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures of income tax components that affect the rate reconciliation and income taxes paid, broken out by the applicable taxing jurisdictions. The Company expects to adopt this ASU for the annual period beginning on January 1, 2025, and does not expect a material impact on the consolidated financial statements. NOTE 3— LIQUIDITY As of September 30, 2024, the Company had $ 2,153,000 of consolidated cash. At September 30, 2024, the Company had working capital of $ 277,000 . Its working capital includes $ 2,153,000 of cash and deferred revenue of $ 3,572,000 . Such deferred revenue does not require a significant cash outlay for the revenue to be recognized. Total deferred revenue decreased by $ 1,200,000 , from $ 5,584,000 at December 31, 2023 to $ 4,384,000 at September 30, 2024, as a result of the sales mix of products sold. Based on the current products being sold, the Company expects continued decreases in the deferred revenue balance in the foreseeable future. The balance of deferred hardware revenue at September 30, 2024 will continue to be amortized over the months remaining in the three-year period since the hardware’s original date of shipment. Net cash increased during the nine-month period ended September 30, 2024 by $ 704,000 , with $ 739,000 provided by operating activities, $ 48,000 used in investing activities, and $ 13,000 provided by financing activities. As of November 5, 2024, the Company had cash of $ 2,087,000 . The Company believes that such cash, plus the cash expected to be generated from operations, will provide sufficient liquidity to finance the corporate activities of Acorn and operating activities of OmniMetrix at their current level of operations for at least the twelve-month period from the issuance of these unaudited condensed consolidated financial statements. The Company may, at some point, elect to obtain financing to fund additional investments in the business. If the Company decides 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 combination thereof. Whether alternative funds, such as third-party loans or investments, will be available at the time and on terms acceptable to Acorn and OmniMetrix cannot be determined at this time. NOTE 4— ALLOWANCE FOR CREDIT LOSSES For the Company, ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” applies to its contract assets (deferred COGS and deferred sales commissions), lease receivables (sublease, see Note 6) and trade receivables. There are no expected or estimated credit losses on the Company’s contract assets or its lease receivable based on the Company’s implementation of ASU 2016-13. The Company’s trade receivables primarily arise from the sale of our products to independent residential dealers, industrial distributors and dealers, national and regional retailers, equipment distributors, and certain end users with payment terms generally ranging from 30 to 60 days. The Company evaluates the credit risk of a customer when extending credit based on a combination of various financial and qualitative factors that may affect the customer’s ability to pay. These factors include the customer’s financial condition and past payment experience. 10 The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The Company measures expected credit losses on its trade receivables on an entity-by-entity basis. The estimate of expected credit losses considers a historical loss 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. The Company has historically experienced immaterial write-offs given the nature of the customers that receive credit. As of September 30, 2024, the Company had gross receivables of $ 900,000 and an allowance for credit losses of $ 6,000 . The following is a tabular reconciliation of the Company’s allowance for credit losses: SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES September 30, 2024 December 31, 2023 As of September 30, 2024 December 31, 2023 (in thousands) Balance at beginning of period $ 10 $ 10 Provision for credit losses adjustment ( 7 ) 2 Net credits (charge-offs) 3 ( 2 ) Balance at end of period $ 6 $ 10 NOTE 5— INVENTORY SCHEDULE OF INVENTORY September 30, 2024 December 31, 2023 As of September 30, 2024 December 31, 2023 (in thousands) Raw materials $ 586 $ 904 Finished goods 73 58 Inventory net $ 659 $ 962 At September 30, 2024 and December 31, 2023, the Company’s inventory reserve was $ 11,000 and $ 8,000 , respectively. NOTE 6— LEASES OmniMetrix leases office space and office equipment under operating lease agreements. The office lease has an expiration date of September 30, 2025 . The office equipment lease was entered into in April 2019 and had a sixty-month term. This lease is currently month-to-month until the Company negotiates a new term. Operating lease payments for the nine months ended September 30, 2024 and 2023 were $ 97,000 and $ 96,000 , respectively. Operating lease payments for the three months ended September 30, 2024 and 2023 were $ 33,000 and $ 33,000 , respectively. The present value of future minimum lease payments on non-cancellable operating leases as of September 30, 2024 using a discount rate of 4.5 % is $ 129,000 . The 4.5 % discount rate used was the estimated incremental borrowing rate when the lease was entered into, which, as defined in ASC 842: Leases, is the rate of interest that a lessee would have to pay to borrow, on a collateralized basis, over a similar term and in a similar economic environment, an amount equal to the lease payments. 11 Supplemental cash flow information related to leases consisted of the following (in thousands): SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES For the Nine Months Ending September 30, 2024 2023 Cash paid for operating lease liabilities $ 97 $ 96 Supplemental balance sheet information related to leases consisted of the following: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES As of September 30, 2024 Weighted average remaining lease terms for operating leases 1 year The table below reconciles the undiscounted future minimum lease payments under non-cancelable lease agreements having initial terms of more than one year to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2024 (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ended September 30, 2025 $ 132 Total undiscounted cash flows 132 Less: Imputed interest ( 3 ) Present value of operating lease liabilities (a) $ 129 (a) The total amount represents the current portion of $ 129,000 for operating leases. On July 6, 2021, the Company entered into an agreement with King Industrial Realty, Inc., to sublease from the Company 1,900 square feet of office space of the Company’s 21,000 square feet of office and production space in the Hamilton Mill Business Park located in Buford, Georgia, for a monthly sublease payment of $ 2,375 (plus an annual escalator each year of 3%) which includes the base rent plus a pro-rata share of utilities, property taxes and insurance. Fifty percent of any excess rent received above the per square foot amount that the Company pays will be remitted to the Company’s landlord less the allocation of any shared expenses and leasehold improvements specific to the sublease. During each of the nine- and three-month periods ended September 30, 2024 and 2023, after the offset of the investment in leasehold improvements and other expenses related to the sublease, the Company paid its landlord $ 7,000 and $ 0 , respectively. The Company has paid a total of $ 16,000 for its share of the sublease profit since the lease commencement. In addition to the $ 16,000 paid since inception, $ 2,000 in sublease profit due has been accrued at September 30, 2024. The sublease commenced on October 1, 2021 and will run through September 30, 2025 which is the end of the Company’s lease term with its landlord. Below are the future payments (in thousands) expected under the sublease net of the estimated annual service cost of $ 2,000 : SCHEDULE OF SUBLEASES Total undiscounted cash flows - sublease: Year ended September 30, 2025 $ 29 NOTE 7— COMMITMENTS AND CONTINGENCIES The Company has $ 129,000 in operating lease obligations payable through 2025 and $ 496,000 in other contractual obligations. The contractual services include $ 240,000 payable through September 30, 2025, $ 196,000 payable through September 30, 2026, and $ 60,000 payable through September 30, 2027. The Company also has $ 757,000 in open purchase order commitments payable through September 30, 2025 of which $ 581,000 is to one electronics vendor. 12 NOTE 8— STOCKHOLDERS’ EQUITY (DEFICIT) (a) General At September 30, 2024, Acorn had 2,537,485 shares issued and 2,487,307 shares outstanding of its common stock, par value $ 0.01 per share. Holders of outstanding common stock are entitled to receive dividends when and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company. The Company is not authorized to issue preferred stock. Accordingly, no preferred stock is issued or outstanding. (b) Summary Employee Option Information The Company’s stock option plans provide for the grant to officers, directors and employees of options to purchase shares of common stock. 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 automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable for one share of the Company’s common stock. Most options expire within five to ten years from the date of the grant, and generally vest over a three-year period from the date of the grant. At September 30, 2024, 69,973 options were available for grant under the Amended and Restated 2006 Stock Incentive Plan and no options were available for grant under the 2006 Stock Option Plan for Non-Employee Directors. During the nine-month period ended September 30, 2024, 7,900 options were issued of which all were issued in the three-month period ended March 31, 2024. No options were issued in the three-month period ended September 30, 2024. The options were issued as follows: an aggregate of 2,500 to directors (excluding the CEO), 2,200 to the CEO, 2,200 to the CFO and an aggregate of 1,000 to employees. In the nine- and three-month periods ended September 30, 2024, there were no grants to non-employees (other than the directors, CEO and CFO). During the nine- and three-month periods ended September 30, 2024, 2,812 options were exercised, all of which were exercised in the three-month period ended March 31, 2024. No options were exercised in the three-month period ended September 30, 2024. The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): SCHEDULE OF BLACK-SCHOLES OPTION PRICING ESTIMATE FAIR VALUE Number of Options (in shares) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2023 71,893 $ 6.41 3.8 years $ 40,000 Granted 7,900 6.08 Exercised ( 2,812 ) 5.12 Forfeited or expired ( 1,104 ) 5.67 Outstanding at September 30, 2024 75,877 $ 6.43 3.5 years $ 251,000 Exercisable at September 30, 2024 69,341 $ 6.47 3.3 years $ 227,000 The fair value of the options granted of $ 47,000 during the nine-month period ended September 30, 2024 was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: SCHEDULE OF STOCK OPTIONS FAIR VALUE ASSUMPTIONS ESTIMATED USING BLACK-SCHOLES Risk-free interest rate 3.9 % Expected term of options 4.9 years Expected annual volatility 194.1 % Expected dividend yield — % 13 (c) Stock-based Compensation Expense Stock-based compensation expense included in selling, general, and administrative expense in the Company’s unaudited condensed consolidated statements of operations was $ 52,000 and $ 46,000 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $ 14,000 and $ 16,000 for the three-month periods ended September 30, 2024 and 2023, respectively. The total compensation cost related to non-vested awards not yet recognized was $ 17,000 and $ 17,000 as of September 30, 2024 and 2023, respectively. NOTE 9— SEGMENT REPORTING As of September 30, 2024, the Company operates in two reportable operating segments, both of which are performed through the Company’s 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 RAD TM (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. The Company’s reportable segments are strategic business units, offering different products and services, and are managed separately as each business requires different technology and marketing strategies. The following tables represent segmented data for the nine-month and three-month periods ended September 30, 2024 and 2023 (in thousands): SUMMARY OF SEGMENTED DATA PG CP Total Nine months ended September 30, 2024: Revenues from external customers $ 6,681 $ 776 $ 7,457 Segment gross profit $ 4,988 $ 455 $ 5,443 Depreciation and amortization $ 81 $ 10 $ 91 Segment income before income taxes $ 1,902 $ 13 $ 1,915 Nine months ended September 30, 2023: Revenues from external customers $ 4,994 $ 815 $ 5,809 Segment gross profit $ 3,876 $ 480 $ 4,356 Depreciation and amortization $ 99 $ 16 $ 115 Segment income (loss) before income taxes $ 891 $ ( 35 ) $ 856 Three months ended September 30, 2024: Revenues from external customers $ 2,826 $ 224 $ 3,050 Segment gross profit $ 2,054 $ 133 $ 2,187 Depreciation and amortization $ 30 $ 3 $ 33 Segment income before income taxes $ 966 $ 46 $ 1,012 Three months ended September 30, 2023: Revenues from external customers $ 1,798 $ 289 $ 2,087 Segment gross profit $ 1,381 $ 169 $ 1,550 Depreciation and amortization $ 36 $ 5 $ 41 Segment income before income taxes $ 361 $ 5 $ 366 14 The Company does not currently break out total assets by reportable segment as there is a high level of shared utilization between the segments. Further, the Chief Decision Maker does not review the assets by segment. Reconciliation of Segment Income to Consolidated Net Income Before Income Taxes SCHEDULE OF RECONCILIATION OF SEGMENT DATA TO CONSOLIDATED STATEMENT OF OPERATIONS 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Total net income before income taxes for reportable segments $ 1,915 $ 856 $ 1,012 $ 366 Unallocated cost of corporate headquarters ( 770 ) ( 814 ) ( 236 ) ( 339 ) Consolidated net income (before income taxes $ 1,145 $ 42 $ 776 $ 27 NOTE 10— REVENUE The following table disaggregates the Company’s revenue for the nine-month and three-month periods ended September 30, 2024 and 2023 (in thousands): SCHEDULE OF DISAGGREGATES OF REVENUE Hardware Monitoring Total Nine months ended September 30, 2024: PG Segment $ 3,517 $ 3,164 $ 6,681 CP Segment 590 186 776 Total Revenue $ 4,107 $ 3,350 $ 7,457 Hardware Monitoring Total Nine months ended September 30, 2023: PG Segment $ 2,017 $ 2,977 $ 4,994 CP Segment 620 195 815 Total Revenue $ 2,637 $ 3,172 $ 5,809 Hardware Monitoring Total Three months ended September 30, 2024: PG Segment $ 1,750 $ 1,076 $ 2,826 CP Segment 162 62 224 Total Revenue $ 1,912 $ 1,138 $ 3,050 Hardware Monitoring Total Three months ended September 30, 2023: PG Segment $ 780 $ 1,018 $ 1,798 CP Segment 224 65 289 Total Revenue $ 1,004 $ 1,083 $ 2,087 See Concentrations of Credit Risk in Note 2 for additional discussion. 15 Deferred revenue activity for the nine months ended September 30, 2024 can be seen in the table below (in thousands): SCHEDULE OF DEFERRED REVENUE ACTIVITY Hardware Monitoring Total Balance at December 31, 2023 $ 2,965 $ 2,619 $ 5,584 Additions during the period — 3,613 3,613 Recognized as revenue ( 1,463 ) ( 3,350 ) ( 4,813 ) Balance at September 30, 2024 $ 1,502 $ 2,882 $ 4,384 Amounts to be recognized as revenue in the twelve-month period ending: September 30, 2025 $ 1,178 $ 2,394 $ 3,572 September 30, 2026 324 485 809 September 30, 2027 and thereafter — 3 3 Total $ 1,502 $ 2,882 $ 4,384 The amount of hardware revenue recognized during the nine months ended September 30, 2024 that was included in deferred revenue at the beginning of the fiscal year was $ 1,463,000 . The amount of monitoring revenue during the nine months ended September 30, 2024 that was included in deferred revenue at the beginning of the fiscal year was $ 2,081,000 . The following table provides a reconciliation of the Company’s hardware revenue for the nine- and three-month periods ended September 30, 2024 and 2023 (in thousands): SCHEDULE OF RECONCILIATION OF HARDWARE REVENUE Reconciliation of Hardware Revenue 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, Reconciliation of Hardware Revenue 2024 2023 2024 2023 Amortization of deferred revenue $ 1,463 $ 1,821 $ 436 $ 629 Sales of custom designed units and related accessories — 135 — 43 Hardware sales (new product versions) 2,297 150 1,342 150 Other accessories, services, shipping and miscellaneous charges 347 531 134 182 Total hardware revenue $ 4,107 $ 2,637 $ 1,912 $ 1,004 Deferred COGS relate only to the sale of equipment. Deferred COGS activity for the nine-month period ended September 30, 2024 can be seen in the table below (in thousands): SCHEDULE OF DEFERRED CHARGES ACTIVITY Balance at December 31, 2023 $ 1,285 Additions, net of adjustments, during the period — Recognized as COGS ( 644 ) Balance at September 30, 2024 $ 641 Amounts to be recognized as COGS in the twelve-month-period ending: September 30, 2025 $ 507 September 30, 2026 134 September 30, 2027 and thereafter — $ 641 16 The following table provides a reconciliation of the Company’s COGS expense for the nine- and three-month periods ended September 30, 2024 and 2023 (in thousands): SCHEDULE OF RECONCILIATION OF COGS EXPENSE Reconciliation of COGS Expense 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, Reconciliation of COGS Expense 2024 2023 2024 2023 Amortization of deferred COGS $ 644 $ 817 $ 193 $ 277 COGS of custom designed units and related accessories — 34 — 11 COGS of hardware sales (new product versions) 960 66 530 66 Data costs for monitoring 186 224 63 76 Other COGS of accessories, services, shipping and miscellaneous charges 224 312 77 107 Total COGS expense $ 2,014 $ 1,453 $ 863 $ 537 The following table provides a reconciliation of the Company’s sales commissions contract assets for the nine-month period ended September 30, 2024 (in thousands): SCHEDULE OF SALES COMMISSIONS CONTRACT ASSETS Hardware Monitoring Total Balance at December 31, 2023 $ 268 $ 96 $ 364 Additions during the period — 35 35 Amortization of sales commissions ( 130 ) ( 33 ) ( 163 ) Balance at September 30, 2024 $ 138 98 236 The capitalized sales commissions are included in other current assets ($ 150,000 ) and other assets ($ 86,000 ) in the Company’s unaudited condensed consolidated balance sheets as of September 30, 2024. The capitalized sales commissions are included in other current assets ($ 202,000 ) and other assets ($ 162,000 ) in the Company’s condensed consolidated balance sheet at December 31, 2023. Amounts to be recognized as sales commission expense in the twelve-month-period ending: SCHEDULE OF SALES COMMISSIONS EXPENSE September 30, 2025 $ 150 September 30, 2026 63 September 30, 2027 and thereafter 23 Total $ 236 NOTE 11— RELATED PARTY BALANCES AND TRANSACTIONS Officer and Director Fees The Company recorded consulting service fees to officers of $ 403,000 and $ 391,000 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $ 134,000 and $ 131,000 for the three-month periods ended September 30, 2024 and 2023, respectively, which are included in selling, general and administrative expense. The Company recorded fees to directors of $ 56,000 and $ 52,000 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $ 19,000 and $ 18,000 for the three-month periods ended September 30, 2024 and 2023, respectively, which are included in selling, general and administrative expense. 17 ACORN ENERGY, INC. ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q contains “forward-looking statements” relating to the Company which represent the Company’s current expectations or beliefs including, but not limited to, statements concerning the Company’s operations, performance, financial condition and growth. 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-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, and the ability of the Company to continue its growth strategy and the Company’s competition, certain of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize or 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, 2023 occur, actual outcomes and results could differ materially from those indicated in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, 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. All dollar amounts in the discussion below are rounded to the nearest thousand, except per share data, and, thus, are approximate. FINANCIAL RESULTS BY COMPANY The following table shows, for the periods indicated, the financial results (dollar amounts in thousands) attributable to each of our consolidated companies. Nine months ended September 30, 2024 OmniMetrix Acorn Total Revenue $ 7,457 $ — $ 7,457 COGS 2,014 — 2,014 Gross profit 5,443 — 5,443 Gross profit margin 73 % 73 % R&D expense 698 — 698 SG&A expense 2,882 771 3,653 Operating income (loss) $ 1,863 $ (771 ) $ 1,092 Nine months ended September 30, 2023 OmniMetrix Acorn Total Revenue $ 5,809 $ — $ 5,809 COGS 1,453 — 1,453 Gross profit 4,356 — 4,356 Gross profit margin 75 % 75 % R&D expense 614 — 614 SG&A expense 2,932 814 3,746 Operating income (loss) $ 810 $ (814 ) $ (4 ) 18 Three months ended September 30, 2024 OmniMetrix Acorn Total Revenue $ 3,050 $ — $ 3,050 COGS 863 — 863 Gross profit 2,187 — 2,187 Gross profit margin 72 % 72 % R&D expense 234 — 234 SG&A expense 960 237 1,197 Operating income (loss) $ 993 $ (237 ) $ 756 Three months ended September 30, 2023 OmniMetrix Acorn Total Revenue $ 2,087 $ — $ 2,087 COGS 537 — 537 Gross profit 1,550 — 1,550 Gross profit margin 74 % 74 % R&D expense 212 — 212 SG&A expense 990 340 1,330 Operating income (loss) $ 348 $ (340 ) $ 8 BACKLOG As of September 30, 2024, OmniMetrix had a backlog of $4,384,000, primarily comprised of deferred revenue, of which $3,572,000 is expected to be recognized as revenue in the next twelve months. This compares to a backlog of $6,211,000 at September 30, 2023. Now that we are selling hardware units that are capable of operating distinctly from our monitoring and control software, the hardware backlog will no longer continue to grow and will be fully amortized by August 31, 2026, while the monitoring backlog will continue to be deferred and amortized over the period of service. RECENT DEVELOPMENTS On June 1, 2024, we entered into a contract with one of the nation’s largest cell phone providers to provide monitoring hardware and services. Under the contract, OmniMetrix will provide monitoring devices and related remote monitoring and control services for between 5,000 to 10,000 cell tower backup generators in the U.S. The monitoring hardware and monitoring services, which will be deployed over a two-year period, commenced in the third quarter during which we recognized $724,000 in hardware revenue from this contract. We expect to generate total revenue over the life of the contract of approximately $5 million which encompasses the revenue from the sales of the hardware and the first year of monitoring. On January 12, 2024, we entered into a new contract with our current primary data provider for Internet of Things (IoT) wireless services for a 36-month contract term with automatic one-year extensions, subject to termination notice. The pricing structure involves account setup, SIM charges, monthly revenue obligations, and various rate plans based on data usage and regions along with other optional services. The monthly expense obligation is $10,000 for the first 6 months and $15,000 thereafter. We are also eligible for volume discounts based on total monthly service revenue. Additionally, the agreement includes an IoT Enhanced Support and Priority Care Services Rate Plan with various support service types and pricing tiers based on the number of devices and terms for SIM migrations, including tiered pricing and conditions for waiver of certain charges during migration. This agreement allows us to migrate our customers to higher tier data plans for nominal additional cost. 19 OVERVIEW AND TREND INFORMATION Acorn Energy, Inc. (“Acorn” or “the Company”) is a holding company focused on technology-driven solutions for energy infrastructure asset management. We provide the following services and products through our OmniMetrix TM , 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 RAD TM (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. Each of our PG and CP activities represents a reportable segment. The following analysis should be read together with the segment and revenue information provided in Notes 9 and 10 to the unaudited condensed consolidated financial statements included in this quarterly report. OmniMetrix OmniMetrix is a Georgia limited liability company based in Buford, Georgia that develops and markets wireless remote monitoring and control systems and services for multiple markets in the Internet of Things (“IoT”) ecosystem: critical assets (including stand-by power generators, pumps, pumpjacks, light towers, turbines, compressors, and other industrial equipment) as well as cathodic protection for the pipeline industry (gas utilities and pipeline companies). Acorn owns 99% of OmniMetrix with 1% owned by the former CEO of OmniMetrix. Following the emergence of machine-to-machine (M2M) and IoT applications, whereby companies aggregate multiple sensors and monitors into a simplified dashboard for customers, OmniMetrix believes it plays a key role in this new economic ecosystem. In addition, OmniMetrix sees a rapidly growing need for backup power infrastructure to secure critical military, government, and private sector assets against emergency events including terrorist attacks, natural disasters, cybersecurity threats, and other issues related to the reliability of the electric power grid. As residential and industrial standby generators, turbines, compressors, pumps, pumpjacks, light towers and other industrial equipment are part of the critical infrastructure increasingly monitored in IoT applications and given that OmniMetrix monitors all major brands of critical equipment, OmniMetrix believes it is well-positioned as a competitive participant in this market. OmniMetrix sells monitoring hardware devices and data monitoring services. On September 1, 2023, we launched an updated version of our products that includes new functionality in our TrueGuard, AIRGuard, Patriot and Hero products that allows our customers to have options as it relates 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 update allows 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 monitoring services. The modification to the circuit boards and embedded firmware of hardware enclosures in stock as of August 31, 2023 were made such that only the new version of these products was sold subsequent to this date. Prior to such product modification, revenue (and related costs) associated with sale of equipment was recorded to deferred revenue (and deferred charges) upon shipment for PG and CP monitoring units. This deferred revenue and the deferred cost of the hardware with respect to the sale of new equipment was recognized over the life of the units, which was estimated to be three years. Revenue from hardware sales subsequent to August 31, 2023 is recognized upon shipment, instead of being deferred. Revenues from the prepayment of monitoring fees (generally paid in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period (typically twelve-month, renewable periods). Results of Operations The following table sets forth certain information with respect to the unaudited condensed consolidated results of operations of the Company for the nine-month periods ended September 30, 2024 and 2023, including the percentage of total revenues during each period attributable to selected components of the operations statements data and for the period-to-period percentage changes in such components. For segment data, see Notes 9 and 10 to the unaudited condensed consolidated financial statements included in this quarterly report. 20 Nine months ended September 30, 2024 2023 Change ($,000) % of revenues ($,000) % of revenues From 2023 to 2024 Revenue $ 7,457 100 % $ 5,809 100 % 28 % COGS 2,014 27 % 1,453 25 % 39 % Gross profit 5,443 73 % 4,356 75 % 25 % R&D expense 698 9 % 614 11 % 14 % SG&A expense 3,653 49 % 3,746 64 % (3 )% Operating income (loss) 1,092 15 % (4 ) (* )% * % Interest income , net 53 1 % 46 1 % 15 % Income before income taxes 1,145 15 % 42 1 % * % Income tax expense 67 1 % — — % * Net income 1,078 14 % 42 1 % * % Non-controlling interest share of net income (17 ) * % (7 ) * % 143 % Net income attributable to Acorn Energy, Inc. $ 1,061 14 % $ 35 1 % * % *Result is less than 1% or not meaningful The following table sets forth certain information with respect to the unaudited condensed consolidated results of operations of the Company for the three-month periods ended September 30, 2024 and 2023, including the percentage of total revenues during each period attributable to selected components of the operations statement data and for the period-to-period percentage changes in such components. For segment data, see Notes 9 and 10 to the unaudited condensed consolidated financial statements included in this quarterly report. Three months ended September 30, 2024 2023 Change ($,000) % of revenues ($,000) % of revenues from 2023 to 2024 Revenue $ 3,050 100 % $ 2,087 100 % 46 % COGS 863 28 % 537 26 % 61 % Gross profit 2,187 72 % 1,550 74 % 41 % R&D expense 234 8 % 212 10 % 10 % SG&A expense 1,197 39 % 1,330 64 % (10 )% Operating income 756 25 % 8 * % * % Interest income, net 20 1 % 19 1 % 5 % Income before income taxes 776 25 % 27 1 % * % Income tax expense 42 1 % — — % — % Net income (loss) 734 24 % 27 1 % * % Non-controlling interest share of net income (9 ) * % (3 ) * % * % Net income attributable to Acorn Energy, Inc. $ 725 24 % $ 24 1 % * % *Result is less than 1% or not meaningful. 21 Revenue for the nine and three months ended September 30, 2024 and 2023 Revenue increased by $1,648,000, or 28.4%, from $5,809,000 in the nine-month period ended September 30, 2023 to $7,457,000 in the nine-month period ended September 30, 2024. Hardware revenue increased by $1,470,000, or 55.7%, from $2,637,000 in the nine-month period ended September 30, 2023 to $4,107,000 in the nine-month period ended September 30, 2024. During the nine-month period ended September 30, 2024, we recognized $724,000 in hardware revenue pursuant to sales under the Material Contract discussed above under Recent Developments . See the reconciliation of hardware revenue below. Monitoring revenue increased by $178,000, or 5.6%, from $3,172,000 in the nine-month period ended September 30, 2023 to $3,350,000 in the nine-month period ended September 30, 2024. The monitoring revenue under the Material Contract is not permitted to be invoiced until the hardware is installed and the customer has accepted the monitoring services in their spend management software portal; thus, the increase in hardware and monitoring revenue will not align. The increase in monitoring revenue was due to an increase in the number of connections being monitored in the nine-month period ended September 30, 2024 compared to the nine-month-period ended September 30, 2023. As discussed above, OmniMetrix has two reportable segments, PG and CP. Of the $7,457,000 in revenue recognized in the nine-month period ended September 30, 2024, $6,681,000 was generated by PG activities and $776,000 was generated by CP activities. This represents an increase in revenue from PG activities of $1,687,000, or 33.8%, from $4,994,000 in the nine-month period ended September 30, 2023, and a decrease in revenue from CP activities of $39,000, or 4.8%, from $815,000 in the nine-month period ended September 30, 2023. The increase in PG revenue was due to the revenue contribution from the Material Contract, an increase in the revenue recognized from TG Pro and TG2 products, and an increase in PG monitoring revenue due to an increase in the number of connections being monitored. The decrease in CP revenue was due to a decrease in installation income as we recognized $38,000 in CP installation income in the nine-month period ended September 30, 2023 which was nonrecurring. Other than this item, the period-over-period CP revenue was flat, with a decrease of $8,000 in monitoring revenue offset by a $7,000 increase in revenue from hardware and other accessories. The new version of the PG and CP hardware was sold in 2024; thus, the revenue was recognized when the units were shipped instead of being deferred and amortized over three years as had been the case prior to the September 1, 2023 product modification. Revenue increased by $963,000, or 46.1%, from $2,087,000 in the three-month period ended September 30, 2023 to $3,050,000 in the three-month period ended September 30, 2024. Of the $3,050,000 in revenue recognized in the three-month period ended September 30, 2024, $2,826,000 was generated by PG activities and $224,000 was generated by CP activities. In the three-month period ended September 30, 2024, as compared to the three-month period ended September 30, 2023, revenue from PG activities increased $1,028,000, or 57.2%, from $1,798,000, and revenue from CP activities decreased $65,000, or 22.5%, from $289,000. Hardware revenue during the nine- and three-month periods ended September 30, 2024 and 2023 is further detailed in the table below (in thousands): Nine months ended September 30, Three months ended September 30, Reconciliation of Hardware Revenue 2024 2023 2024 2023 Amortization of deferred revenue $ 1,463 $ 1,821 $ 436 $ 629 Sales of custom designed units and related accessories — 135 — 43 Hardware sales under the Material Contract 724 — 724 — Hardware sales (new product versions) 1,573 150 618 150 Other accessories, services, shipping and miscellaneous charges 347 531 134 182 Total hardware revenue $ 4,107 $ 2,637 $ 1,912 $ 1,004 22 Gross profit for the nine- and three-month periods ended September 30, 2024 and 2023 Gross profit for the nine-month period ended September 30, 2024 was $5,443,000, reflecting a gross margin of 73.0%, compared with a gross profit of $4,356,000, reflecting a gross margin of 75.0%, for the nine-month period ended September 30, 2023. The gross margin was lower in the current period due to a greater volume of hardware sales which have a lower gross margin than monitoring. Gross margin on hardware revenue for the nine-month period ended September 30, 2024 was 55.5% compared to 53.4% for the nine-month period ended September 30, 2023. Gross margin on monitoring revenue for the nine-month period ended September 30, 2024 was 94.5% compared to 93.0.% for the nine-month period ended September 30, 2023. Gross profit for the three-month period ended September 30, 2024 was $2,187,000, reflecting a gross margin of 71.7%, compared with a gross profit for the three-month period ended September 30, 2023 of $1,550,000, reflecting a gross margin of 74.3%. The gross margin was lower in the current period due to a greater volume of hardware sales which have a lower gross margin than monitoring. Gross margin on hardware revenue for the three-month period ended September 30, 2024 was 58.1% compared to 54.1% for the three-month period ended September 30, 2023 which was due to the change in the product mix positively impacted by the Material Contract. Gross margin on monitoring revenue for the three-month period ended September 30, 2024 was 94.5% compared to 93.0% for the three-month period ended September 30, 2023. Operating expenses for the nine- and three-month periods ended September 30, 2024 and 2023 R&D expense. During the nine-month periods ended September 30, 2024 and 2023, R&D expense was $698,000 and $614,000, respectively. During the three-month period ended September 30, 2024, OmniMetrix recorded $234,000 of R&D expense as compared to $212,000 in the three-month period ended September 30, 2023. The increase in R&D expense is primarily related to the increased salaries of our engineering staff that were effective October 1, 2023 and the continued investment to redesign and expand our product line to continue to increase our level of innovation ahead of our competitors. Selling, general and administrative expense. SG&A expense of the consolidated entities in the nine-month period ended September 30, 2024 reflected a decrease of $93,000, or 2.5%, as compared to the nine-month period ended September 30, 2023. OmniMetrix’s SG&A expense decreased $50,000, or 1.7%, from $2,932,000 in the nine-month period ended September 30, 2023 to $2,882,000 in the nine-month period ended September 30, 2024. This decrease was primarily due to a decrease of (i) $35,000 in personnel expenses due to two sales roles that have been unfilled for a portion of 2024 and that we are considering eliminating offset by annual salary increases that were effective October 1, 2023, (ii) $34,000 in sales tax and other business tax related expenses, (iii) $24,000 in depreciation expense, (iv) $29,000 in travel and trade show expenses, and (v) $13,000 in commission expense offset by increases of $82,000 in technology expenses for software and IT professional fees and a net increase in other business expenses of $3,000. Corporate SG&A expense decreased $43,000, or 5.3%, from $814,000 in the nine-month period ended September 30, 2023 to $771,000 in the nine-month period ended September 30, 2024. This decrease was due to a decrease of $102,000 in expenses related to the reverse stock split executed in September 2023 which were not reoccurring in 2024 and net aggregate decreases in other administrative expenses of $13,000 offset by increases of (i) $18,000 in legal fees due to an increase in our monthly retainer effective January 1, 2024, (ii) $18,000 in audit fees due to an increase in engagement fees year over year of 14% and also to the timing of when the services were performed, (iii) $12,000 in tax professional fees primarily due to the preparation of our 2023 tax provision, (iv) $12,000 in stock compensation expense due to options issued at higher exercise prices, and (v) $12,000 in officer fees due to a 3% increase effective January 1, 2024 23 SG&A expense of the consolidated entities in the three-month period ended September 30, 2024 reflected a decrease of $133,000, or 10.0%, as compared to the three-month period ended September 30, 2023. OmniMetrix’s SG&A expense decreased $30,000, or 3.0%, from $990,000 in the three-month period ended September 30, 2023 to $960,000 in the three-month period ended September 30, 2024. This decrease was primarily due to a decrease of (i) $46,000 in personnel expenses due to two sales roles that were unfilled in the third quarter of 2024 offset by annual salary increases that were effective October 1, 2023, (ii) $18,000 in travel and trade show expenses, (iii) $17,000 in sales tax and other business tax related expenses, and (iv) $12,000 in commission expense offset by an increase of $59,000 in technology expenses for software and IT professional fees and a $4,000 net increase, in the aggregate, across other expense categories. Corporate SG&A expense decreased $103,000, or 30.3%, from $340,000 in the three-month period ended September 30, 2023 to $237,000 in the three-month period ended September 30, 2024. This decrease was due to a decrease of $102,000 in expenses related to the reverse stock split executed in September 2023 which were not reoccurring in 2024 and net aggregate decreases in other administrative expenses of $16,000 offset by increases of $6,000 in legal fees due to an increase in the monthly retainer effective January 1, 2024 and $9,000 in audit fees due to an increase in engagement fees year over year of 14% and also to the timing of when the services were performed. Net income attributable to Acorn Energy. We recognized net income attributable to Acorn stockholders of $1,061,000 in the nine-month period ended September 30, 2024, compared to net income attributable to Acorn stockholders of $35,000 in the nine-month period ended September 30, 2023. For the three-month period ended September 30, 2024, we recognized net income attributable to Acorn stockholders of $725,000, compared to a net income attributable to Acorn stockholders of $24,000 for the three- month period ended September 30, 2023. Our net income during the nine- and three-month periods ended September 30, 2024 and 2023 is comprised of the components listed in the table below: Nine months ended September 30, Three months ended September 30, Net Income Attributable to Acorn Energy, Inc. Stockholders 2024 2023 2024 2023 Income before income taxes - OmniMetrix $ 1,915 $ 856 $ 1,012 $ 366 Corporate expense, net of interest income (770 ) (814 ) (236 ) (339 ) Income tax expense - states (67 ) — (42 ) — Non-controlling interest share of net income (17 ) (7 ) (9 ) (3 ) Net income attributable to Acorn Energy, Inc stockholders $ 1,061 $ 35 $ 725 $ 24 Liquidity and Capital Resources At September 30, 2024, we had working capital of $277,000. Our working capital includes $2,153,000 of cash and deferred revenue of $3,572,000. The deferred revenue does not require a significant cash outlay for the revenue to be recognized. During the nine months ended September 30, 2024, our OmniMetrix subsidiary provided $1,647,000 from operations while our corporate headquarters used $908,000 during the same period. During the nine months ended September 30, 2024, we invested $48,000 in technology and other capital projects and received proceeds of $13,000 from financing activities related to the exercise of options. Other Liquidity Matters Intercompany OmniMetrix owes Acorn $2,158,000 for amounts loaned, accrued interest and expenses paid by Acorn on OmniMetrix’s behalf as of September 30, 2024 as compared to $2,657,000 as of December 31, 2023. During the nine-month period ended September 30, 2024, the intercompany amount due to Acorn from OmniMetrix decreased by $499,000. This included repayments of $784,000 offset by interest of $96,000, dividends of $57,000 due to Acorn and $132,000 in shared expenses paid by Acorn. These intercompany balances and amounts are eliminated in consolidation. 24 Liquidity As of November 5, 2024, we had cash of $2,087,000. We believe that such cash, plus the cash generated from operations, will provide sufficient liquidity to finance the operating activities of Acorn and OmniMetrix at their current level of operations for the twelve months from the issuance of these unaudited condensed consolidated financial statements. We may, at some point, elect to obtain financing to fund additional 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 combination thereof. Whether alternative funds, such as third-party loans or investments, will be available at the time and on terms acceptable to Acorn and OmniMetrix cannot be determined at this time. Contractual Obligations and Commitments The table below provides information concerning obligations under certain categories of our contractual obligations as of September 30, 2024. CASH PAYMENTS DUE TO CONTRACTUAL OBLIGATIONS Twelve Month Periods Ending September 30, (in thousands) Total 2025 2026-2027 2028-2029 2030 and thereafter Software agreements $ 5 $ 5 $ — $ — $ — Operating leases* 132 132 — — — Contractual services 491 235 256 — — Purchase commitments** 757 757 — — — Total contractual cash obligations $ 1,385 $ 1,129 $ 256 $ — $ — *Reflects the gross amount of the operating lease liabilities. Does not include rent amounts to be received under the sublease and it is gross of the imputed interest of $3,000. **Reflects open 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 Not applicable. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our CEO and CFO concluded that, due to the material weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2023, our disclosure controls and procedures were not effective as of September 30, 2024. As noted in our Annual Report on Form 10-K for the year ended December 31, 2023, we employ a decentralized internal control methodology, coupled with management’s oversight, whereby our subsidiary is responsible for mitigating its risks to financial reporting by implementing and maintaining effective control policies and procedures and subsequently translating that respective risk mitigation up and through to the parent level and to the Company’s external consolidated financial statements. Also, as the Company’s subsidiary is not large enough to effectively mitigate certain risks by segregating incompatible duties, management must employ compensating mechanisms throughout the Company in a manner that is feasible given the constraints within which it operates. 25 The material weaknesses management identified were caused by an insufficient complement of resources at our OmniMetrix subsidiary and limited IT system capabilities, such that individual control policies and procedures could not be implemented, maintained, or remediated when and where necessary. More specifically, there were material weaknesses identified in our internal control over financial reporting related to ineffective design and implementation of information technology general controls (“ITGCs”) in the areas of user access, program change management and vendor management controls. As a result, a majority of the significant process areas management identified for our OmniMetrix subsidiary had three material weaknesses present. This condition was further exacerbated as the Company could not demonstrate that each of the principles described within COSO’s (the Committee of Sponsoring Organization’s) document “Internal Control - Integrated Framework (2013)” were present and functioning. Changes in Internal Control Over Financial Reporting During the nine-month period ended September 30, 2024, we have implemented the following (i) a process pursuant to which System and Organization Controls (SOC) reports are obtained from third-party vendors on a recurring schedule and such reports are evaluated for any issues, (ii) provisioning/termination controls with signed and authenticated authorizations, and (iii) change controls for development processes that require authorizations, peer review, quality assurance documentation, ticket matching of changes to work authorizations and overall change controls. It is our belief that these added controls and related actions will effectively remediate the existing material weaknesses. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Other than the remediation actions described above, there were no other changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 26 PART II 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 September 30, 2024, filed on November 7, 2024 , 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 includes a management contract, compensatory plan or arrangement in which one or more directors or executive officers of the Registrant participate. # This exhibit is filed or furnished herewith. 27 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 its principal financial officer thereunto duly authorized. ACORN ENERGY, INC. Dated: November 7, 2024 By: /s/ TRACY S. CLIFFORD Tracy S. Clifford Chief Financial Officer 28