What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-07 compared with 2024-08-08 · 173 added, 155 removed, 140 unchanged (70% of the section changed)

6 unchanged sentences

These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management

and key personnel, variability of quarterly results, the ability of the Company to continue its growth strategy and the Company’s

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.

12 unchanged sentences

following table shows, for the periods indicated, the financial results (dollar amounts in thousands) attributable to each of our consolidated

Six months ended June 30, 2024

Nine months ended September 30, 2024

Gross profit margin

SG&A expenses

Operating income (loss)

Six months ended June 30, 2023

Nine months ended September 30, 2023

Gross profit margin

SG&A expenses

Operating income (loss)

Three months ended June 30, 2024

Three months ended September 30, 2024

Gross profit margin

SG&A expenses

Operating income (loss)

Three months ended June 30, 2023

Three months ended September 30, 2023

Gross profit margin

SG&A expenses

Operating income (loss)

of June 30, 2024, OmniMetrix had a backlog of $4,580,000, primarily comprised of deferred revenue, of which $3,590,000 is expected to

be recognized as revenue in the next twelve months.

This compares to a backlog of $6,367,000 at June 30, 2023.

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.

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.

June 1, 2024, we entered into a contract with one of the nation’s largest cell phone providers to provide monitoring hardware and

2 unchanged sentences

The monitoring hardware and monitoring services, which will be deployed over

a two-year period, are expected to begin generating revenue in the third quarter, and are expected to generate total revenue over the

life of the contract of approximately $5 million.

a two-year period, commenced in the third quarter during which we recognized $724,000 in hardware revenue from this contract.

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.

January 12, 2024, we entered into a new contract with our current primary data provider for Internet of Things (IoT) wireless services

17 unchanged sentences

applications for residential and commercial/industrial power generation equipment.

In addition to our TrueGuard line of power generator

monitors, this includes our AIRGuard product, which remotely monitors and controls industrial air compressors, and our Smart Annunciator

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

23 unchanged sentences

As residential and industrial standby generators, turbines, compressors, pumps, pumpjacks, light towers and other industrial equipment

are part of the critical infrastructure increasingly becoming 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.

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.

sells monitoring hardware devices and data monitoring services.

20 unchanged sentences

following table sets forth certain information with respect to the unaudited condensed consolidated results of operations of the Company

for the six-month periods ended June 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 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.

data, see Notes 9 and 10 to the unaudited condensed consolidated financial statements included in this quarterly report.

Six months ended June 30,

SG&A expenses

Nine months ended September 30,

% of revenues

Operating income (loss)

6 unchanged sentences

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 June 30, 2024 and 2023, including the percentage of total revenues during each period attributable

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.

data, see Notes 9 and 10 to the unaudited condensed consolidated financial statements included in this quarterly report.

Three months ended June 30,

Three months ended September 30,

Operating income

2 unchanged sentences

Income tax expense

Net income (loss)

Non-controlling interest share of net income

Net income attributable to Acorn Energy, Inc.

is less than 1%.

for the six and three months ended June 30, 2024 and 2023

increased by $685,000, or 18.4%, from $3,722,000 in the six-month period ended June 30, 2023 to $4,407,000 in the six-month period ended

June 30, 2024.

Hardware revenue increased by $562,000 from $1,633,000 in the six-month period ended June 30, 2023 to $2,195,000 in the

six-month period ended June 30, 2024.

During the six-month period ended June 30, 2023, we recorded

$92,000 in revenue from the sale of custom TG Pro units that are designed to large customer specifications and monitored by the customer

and thus the revenue was not deferred.

We did not have any custom unit orders in the six-month period ended June 30, 2024.

See the reconciliation

of hardware revenue below.

Monitoring revenue increased by $123,000, or 5.9%, from $2,089,000 in the six-month period ended June 30,

2023 to $2,212,000 in the six-month period ended June 30, 2024.

is less than 1% or not meaningful.

for the nine and three months ended September 30, 2024 and 2023

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;

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.

of connections being monitored in the nine-month period ended September 30, 2024 compared to the nine-month-period ended September

discussed above, OmniMetrix has two reportable segments, PG and CP.

Of the $4,407,000 in revenue recognized in the six-month period ended

June 30, 2024, $3,855,000 was generated by PG activities and $552,000 was generated by CP activities.

This represents an increase in

revenue from PG activities of $659,000, or 20.6%, from $3,196,000 in the six-month period ended June 30, 2023, and an increase in revenue

from CP activities of $26,000, or 4.9%, from $526,000 in the six-month period ended June 30, 2023.

increase in PG revenue was due to an increase in the revenue recognized from TG Pro and TG2 products.

The increase in CP revenue was due to an increase

in the revenue recognized from Hero2 units in the first three months of 2024.

We sold 23% more Hero2 units in the three-month period ended March 31,

2024 compared to the number of units sold in the three-month period ended March 31, 2023.

In addition, the new version of the hardware

was sold in 2024;

thus, the revenue was recognized when the units were shipped instead of being deferred and amortized over three years.

The increase in monitoring revenue is due to an increase in the number of connections being monitored.

increased by $302,000, or 15.3%, from $1,973,000 in the three-month period ended June 30, 2023 to $2,275,000 in the three-month period

ended June 30, 2024.

Of the $2,275,000 in revenue recognized in the three-month period ended June 30, 2024, $2,061,000 was generated

by PG activities and $214,000 was generated by CP activities.

In the three-month period ended June 30, 2024, as compared to the three-month

period ended June 30, 2023, revenue from PG activities increased $372,000, or 22.0%, from $1,689,000, and revenue from CP activities

decreased $70,000, or 24.6%, from $284,000.

revenue during the six- and three-month periods ended June 30, 2024 and 2023 is further detailed in the table below (in thousands):

Six months ended

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.

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.

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

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.

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.

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

1 unchanged sentence

Sales of custom designed units and related accessories

Hardware sales under the Material Contract

Hardware sales (new product versions)

1 unchanged sentence

Total hardware revenue

profit for the six- and three-month periods ended June 30, 2024 and 2023

profit for the six-month period ended June 30, 2024 was $3,256,000, reflecting a gross margin of 73.9%, compared with a gross profit

of $2,806,000, reflecting a gross margin of 75.4%, for the six-month period ended June 30, 2023.

margin on hardware revenue for the six-month period ended June 30, 2024 was 53.2% compared to 53.0% for the six-month period ended June

Gross margin on monitoring revenue for the six-month period ended June 30, 2024 was 94.4% compared to 92.9% for the six-month

period ended June 30, 2023.

profit for the three-month period ended June 30, 2024 was $1,665,000, reflecting a gross margin of 73.2%, compared with a gross profit

for the three-month period ended June 30, 2023 of $1,490,000, reflecting a gross margin of 75.5%.

Gross margin on hardware revenue for

the three-month period ended June 30, 2024 was 52.9% compared to 54.8% for the three-month period ended June 30, 2023.

Gross margin on

monitoring revenue for the three-month period ended June 30, 2024 was 94.5% compared to 93.2% for the three-month period ended June 30,

expenses for the six- and three-month periods ended June 30, 2024 and 2023

During the six-month periods ended June 30, 2024 and 2023, R&D expense was $464,000 and $402,000, respectively.

the three-month period ended June 30, 2024, OmniMetrix recorded $226,000 of R&D expense as compared to $188,000 in the three-month

period ended June 30, 2023.

The increase in R&D expense is primarily related to 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.

profit for the nine- and three-month periods ended September 30, 2024 and 2023

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.

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.

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.

expenses for the nine- and three-month periods ended September 30, 2024 and 2023

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.

general and administrative expense.

SG&A expense of the consolidated entities in the six-month period ended June 30, 2024 reflected

an increase of $40,000, or 1.6%, as compared to the six-month period ended June 30, 2023.

OmniMetrix’s SG&A expense decreased

$20,000, or 1.1%, from $1,942,000 in the six-month period ended June 30, 2023 to $1,922,000 in the six-month period ended June 30, 2024.

This decrease was primarily due to a decrease of (i) $18,000 in depreciation expense, (ii) $17,000 in sales tax and other business tax

related expenses, (iii) $10,000 in travel and trade show expenses, and (iv) $9,000 in net decreases in the aggregate across other expense

categories offset by increases of $23,000 in technology expenses for software and IT professional fees and $11,000 in personnel expenses

due primarily to compensation increases.

Corporate SG&A expense increased $60,000, or 12.7%, from $474,000 in the six-month period

ended June 30, 2023 to $534,000 in the six-month period ended June 30, 2024.

This increase was due to an increase of (i) $13,000 in tax

fees primarily from the preparation of the 2023 tax provision, (ii) $12,000 in legal fees due to an increase in our monthly retainer

effective January 1, 2024, (iii) $10,000 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, (iv) $10,000 in stock compensation expense, (v) $8,000 in officer fees due to a 3% increase effective

January 1, 2024 and (vi) $7,000 in other public company expenses.

expense of the consolidated entities in the three-month period ended June 30, 2024 reflected a decrease of $38,000, or 3.1%, as compared

to the three-month period ended June 30, 2023.

OmniMetrix’s SG&A expense decreased $27,000, or 2.8%, from $979,000 in the three-month

period ended June 30, 2023 to $952,000 in the three-month period ended June 30, 2024.

This decrease was primarily due to a decrease of

(i) $25,000 in personnel expenses due to two sales roles that were unfilled in the second quarter of 2024 offset by annual salary increases

that were effective October 1, 2023, (ii) $9,000 in depreciation expense, (iii) $6,000 in sales tax and other business tax related expenses

and (iv) $5,000 in net decreases, in the aggregate, across other expense categories.

These decreases were offset by increases of $10,000

in technology expenses for software and IT professional fees and $8,000 in facility expenses.

Corporate SG&A expense decreased $11,000,

or 4.6%, from $240,000 in the three-month period ended June 30, 2023 to $229,000 in the three-month period ended June 30, 2024.

decrease was due to $18,000 in audit and tax fees related to additional services rendered in the second quarter of 2023 that were not

applicable in the second quarter of 2024 and a net decrease of $3,000 in other public company expenses offset by increases in legal fees

of $6,000 and officer fees of $4,000 both resulting from an increase in monthly retainer fees effective January 1, 2024.

income (loss) attributable to Acorn Energy.

We recognized net income attributable to Acorn stockholders of $336,000 in the six-month

period ended June 30, 2024, compared to net income attributable to Acorn stockholders of $11,000 in the six-month period ended June 30,

Our net income during the six-month period ended June 30, 2024 is comprised of net income at OmniMetrix of $878,000 offset by corporate

expenses of $534,000 and the non-controlling interest share of our income from OmniMetrix of $8,000.

Our net income during the six-month

period ended June 30, 2023 is comprised of net income at OmniMetrix of $490,000 offset by corporate expenses of $475,000, including net

interest expense of $1,000 and the non-controlling interest share of our income from OmniMetrix of $4,000.

the three-month period ended June 30, 2024, we recognized net income attributable to Acorn stockholders of $271,000, compared to a net

income attributable to Acorn stockholders of $96,000 for the three- month period ended June 30, 2023.

Our net income during the three-month

period ended June 30, 2024 is comprised of net income at OmniMetrix of $539,000 offset by corporate expenses of $263,000 and the non-controlling

interest share of our income from OmniMetrix of $5,000.

Our net income during the three-month period ended June 30, 2023 is comprised

of net income at OmniMetrix of $339,000 offset by corporate expenses of $240,000 and the non-controlling interest share of income from

OmniMetrix of $3,000.

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.

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

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.

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.

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

Nine months ended

September 30,

Three months ended

September 30,

Net Income Attributable to Acorn Energy, Inc.

Income before income taxes - OmniMetrix

Corporate expense, net of interest income

Income tax expense - states

Non-controlling interest share of net income

Net income attributable to Acorn Energy, Inc stockholders

and Capital Resources

June 30, 2024, we had a negative working capital of $423,000 which includes $1,463,000 of cash and deferred revenue of $3,590,000.

deferred revenue does not require a significant cash outlay for the revenue to be recognized.

the six-month period ended June 30, 2024, our OmniMetrix subsidiary provided cash flow from operations of $693,000, while our corporate

headquarters used $652,000 for operations during the same period.

the six-month period ended June 30, 2024, we invested $40,000 in technology and equipment and received proceeds of $13,000 from financing

activities related to the exercise of stock options.

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.

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.

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.

Liquidity Matters

owes Acorn $2,362,000 for amounts loaned, accrued interest and expenses paid by Acorn on OmniMetrix’s behalf as of June 30, 2024

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 six-month period ended June 30, 2024, the intercompany amount due to Acorn

from OmniMetrix decreased by $295,000.

This included repayments of $484,000 offset by interest of $68,000, dividends of $38,000 due to

Acorn and $83,000 in shared expenses paid by Acorn.

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.

of August 6, 2024, we had cash of $1,546,000.

We believe that such cash, plus the cash expected to be generated from operations, will

provide sufficient liquidity to finance our activities at their current level of operations for at least the twelve-month period from

the issuance of the unaudited condensed consolidated financial statements contained in this quarterly report.

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.

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.

Obligations and Commitments

table below provides information concerning obligations under certain categories of our contractual obligations as of June 30, 2024.

table below provides information concerning obligations under certain categories of our contractual obligations as of September 30, 2024.

PAYMENTS DUE TO CONTRACTUAL OBLIGATIONS

Twelve Month Periods Ending June 30, (in thousands)

Twelve Month Periods Ending September 30, (in thousands)

2030 and thereafter

Software agreements

4 unchanged sentences

the gross amount of the operating lease liabilities.

Does not include rent amounts to be received under the sublease.

Does not include rent amounts to be received under the sublease and it is gross

of the imputed interest of $3,000.

open purchase orders for components/parts to be delivered over the next twelve months as sales forecast requires.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis