ACORN ENERGY, INC. - Quarter Report: 2021 September (Form 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, 2021

Commission file number: 001-33886

ACORN ENERGY, INC.

(Exact name of registrant as specified in charter)

410-654-3315

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

ACORN ENERGY, INC.

Quarterly Report on Form 10-Q

for the Quarterly Period Ended September 30, 2021

TABLE OF CONTENTS

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.

PART I

ACORN ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACORN ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 

(IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACORN ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT (UNAUDITED)

(IN THOUSANDS)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ACORN ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN THOUSANDS)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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. and its subsidiaries, OmniMetrix, LLC and OMX Holdings, Inc. (collectively, “Acorn” or “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. 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

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, 2020, filed with the Securities and Exchange Commission on March 16, 2021.

NOTE 2—ACCOUNTING POLICIES

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 approximately $2,016,000 at September 30, 2021. The Company does not believe there is significant risk of non-performance by these counterparties. For the three and nine-month periods ended September 30, 2021, there were no customers that represented greater than 10% of the Company’s total invoiced sales. Approximately 12% of the accounts receivable at September 30, 2021 was due from one customer who pays its receivables over usual credit periods. As of November 8, 2021 the Company had collected 100% of the outstanding amount of approximately $98,000 due from this customer as of September 30, 2021. 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.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Acorn Energy, Inc. by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if doing so would be antidilutive. The number of options that were excluded from the computation of diluted net income (loss) per share, as they had an antidilutive effect, was approximately 291,000 (which have a weighted average exercise price of $0.56) and approximately 181,000 (which have a weighted average exercise price of $0.66) for the nine- and three-month periods ending September 30, 2021, respectively. There were no anti-dilutive warrants. For both the nine- and three-month periods ending September 30, 2020, the number of options and warrants that were excluded from the computation of diluted net income (loss) per share, as they had an antidilutive effect, was approximately 937,000 options (which had a weighted average exercise price of $1.19) and approximately 35,000 warrants (which had a weighted average exercise price of $0.13).

The following data represents the amounts used in computing EPS and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock (in thousands):

SCHEDULE OF EFFECT ON NET INCOME LOSS AND WEIGHTED AVERAGE NUMBER OF SHARES 

Recently Issued Accounting Principles

Other than the pronouncement noted below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine- and three-month periods ended September 30, 2021, that are of material significance, or have potential material significance, to the Company.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASC 326”), authoritative guidance amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model, which is a new impairment model based on expected losses. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements and related disclosures.

NOTE 3—LIQUIDITY

At September 30, 2021, the Company had working capital of approximately $13,000. The Company’s working capital includes approximately $2,016,000 of cash and deferred revenue of approximately $3,458,000. The deferred revenue does not require significant cash outlay for the revenue to be recognized. During the first nine months of 2021, the Company’s OmniMetrix, LLC subsidiary provided approximately $1,015,000 from operations while the Company’s corporate headquarters used approximately $692,000 during the same period.

OmniMetrix is considered an essential business because it provides infrastructure support to both government and commercial sectors and across key industries. The Company has experienced minimal negative impacts due to the COVID-19 pandemic to date. Throughout the pandemic, the Company continued to realize new equipment sales (although not at the anticipated growth rate due to travel and meeting restrictions which have negatively impacted the sales closing timeline), has continued to collect its monthly recurring monitoring revenues and has retained its customer base. While the impacts of COVID-19 in the future are uncertain, the Company believes that due to the need for backup power and the desirability of remote monitoring services, it should continue to be positioned for stable financial performance. Business travel has now started to resume and sales are returning to projected levels.

As of November 8, 2021, the Company had cash of approximately $1,928,000. The Company believes 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 foreseeable future and for the twelve months from the issuance of these unaudited condensed consolidated financial statements in particular. The Company may, at some point, elect to obtain a new line of credit or other source of financing to fund additional investments in the business.

NOTE 4—LEASES

OmniMetrix leases office space and office equipment under operating lease agreements. The office lease expires on September 30, 2025. The office equipment lease commenced in April 2019 and has a sixty-month term. Operating lease payments for the nine months ended September 30, 2021 and 2020 were approximately $90,000 and $48,000, respectively. Operating lease payments for the three months ended September 30, 2021 and 2020 were approximately $30,000 and $10,000, respectively. The future minimum lease payments on non-cancellable operating leases as of September 30, 2021 using a discount rate of 4.5% are $471,000. Supplemental balance sheet information related to leases consisted of the following:

Supplemental cash flow information related to leases consisted of the following (in thousands):

 SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES

Supplemental balance sheet information related to leases consisted of the following:

 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

The table below reconciles the undiscounted future minimum lease payments under non-cancelable lease agreements having initial terms in excess of one year to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2021 (in thousands):

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

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 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. The Company invested approximately $7,000 on leasehold improvements related to the sublease. Due to the offset of the capital expenditures, the Company does not expect to have any net rent due to its landlord for the first twelve months of the sublease. The estimated amount the Company expects to remit to the landlord subsequent to the first twelve months is approximately $6,700 per year. 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.

NOTE 5—DEBT

In March 2019, OmniMetrix reinstated its loan and security agreement which provided OmniMetrix with access to accounts receivable formula-based financing of the lesser of 75% of eligible receivables or $1,000,000. Debt incurred under this financing arrangement bore interest at the greater of 6% and prime plus 1.5% per year. In addition, OmniMetrix was to pay a monthly service charge of 0.75% of the average aggregate principal amount outstanding for the prior month, for an effective rate of interest on advances of 15% at February 28, 2021. OmniMetrix also agreed to continue to maintain a minimum loan balance of $150,000 in its line-of-credit with the lender for a minimum of two years beginning March 1, 2019. From time to time, the balance outstanding fell below $150,000 based on collections applied against the loan balance and the timing of loan draws. The monthly service charge and interest was calculated on the greater of the outstanding balance or $150,000. Interest expense for the period January 1, 2021 to February 28, 2021, when the line expired, was approximately $4,000 compared to approximately $22,000 and approximately $6,000 for the nine months and three months ended September 30, 2020, respectively.

OmniMetrix paid off the outstanding balance of approximately $149,000 in February 2021 and decided not to renew this line of credit, which expired in accordance with its terms on February 28, 2021.

NOTE 6—COMMITMENTS AND CONTINGENCIES

On August 19, 2019, OmniMetrix entered into an agreement with a software development partner to create and license to OmniMetrix a new software platform and application. Pursuant to this agreement, OmniMetrix paid this partner equal monthly payments over the first seven months of the term of the agreement equal to $200,000 in the aggregate. OmniMetrix will also pay the partner (i) a per-sensor monitoring fee for each sensor connected to the developed technology, or (ii) a percentage of any revenue received above a specified amount per sensor monitored per month in oil and gas applications only. Commencing on January 1, 2021, OmniMetrix pays the partner an annual licensing fee of $50,000 which is paid in quarterly increments of $12,500. The per-sensor monitoring fees have not yet commenced. The initial term of this agreement ends on August 19, 2022 but will automatically renew for one-year periods unless either party delivers a written notice of termination to the other party sixty days prior to the end of the respective term.

The Company entered into a new agreement effective May 1, 2020 for data hosting services, replacing an expiring agreement with the same vendor. The agreement has a twelve-month term and the total payments under this agreement are approximately $148,000 in the aggregate. In January 2021, the Company elected to renew this agreement for an additional twelve months under the same terms, extending the agreement to April 30, 2022. Under the data hosting services agreement applicable during the respective periods, the Company paid approximately $117,000 and $100,000 in the nine months ended September 30, 2021 and 2020, respectively, and approximately $38,000 and $34,000 in the three months ended September 30, 2021 and 2020, respectively.

On March 17, 2021, the Company entered into a master services agreement for the development of a new user interface for its customer data portal. The cost of this project will be approximately $106,000 in design and development services ($14,000 was paid at the commencement of this project and four equal installments of approximately $23,000 were paid monthly starting in July 2021 with the fourth and final installment to be paid upon completion and launch of the new interface). This project is expected to be completed by the end of 2021. This master services agreement also covers strategic enhancements to the Company’s technology infrastructure which is ongoing. The new infrastructure environment is expected to be completed and launched on or about May 1, 2022. The Company has invested approximately $114,000 in this initiative during the nine months ended September 30, 2021. These costs are capitalized and amortization will begin once the new interface and the new infrastructure environment are launched.

In addition to the above, the Company has approximately $512,000 in operating lease obligations payable through 2026 and approximately $12,000 in other contractual obligations. The Company also has approximately $1.3 million in open purchase order commitments payable through 2022.

NOTE 7—EQUITY

(a) General

At September 30, 2021 the Company had issued and outstanding 39,687,589 shares 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, 2021, 1,563,121 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 three months ended September 30, 2021, 67,770 options were issued to employees of the Company. During the nine months ended September 30, 2021, 30,000 options were issued to directors, 35,000 options were issued to the Company’s CEO, 100,000 options were issued to the Company’s CFO and 67,770 options were issued to other employees. In the nine and three months ended September 30, 2021, there were no grants to non-employees. The fair value of the options issued was approximately $89,000.

No options were exercised in the nine and three months ended September 30, 2021. The intrinsic value of options outstanding and of options exercisable at September 30, 2021 was approximately $212,000 and $170,000, respectively.

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):

 SUMMARY OF BLACK-SCHOLES OPTION PRICING TO ESTIMATE FAIR VALUE

The fair value of the options granted of approximately $89,000 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 PRICING MODEL

(c) Stock-based Compensation Expense

Stock-based compensation expense included in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations was approximately $58,000 and $27,000 for the nine-month periods ended September 30, 2021 and 2020, respectively and approximately $22,000 and $8,000 for the three-month periods ended September 30, 2021 and 2020, respectively.

The total compensation cost related to non-vested awards not yet recognized was approximately $76,000 as of September 30, 2021.

(d) Warrants

The Company previously issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows:

 SUMMARY OF WARRANT ACTIVITY

NOTE 8— SEGMENT REPORTING

As of September 30, 2021, the Company operates in two reportable operating segments, both of which are performed through the Company’s OmniMetrix subsidiary:

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 three-month and nine-month periods ended September 30, 2021 and 2020 (in thousands):

SUMMARY OF SEGMENTED DATA 

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 (Loss) to Consolidated Net Income (Loss) Before Income Taxes

 SCHEDULE OF RECONCILIATION OF SEGMENT DATA TO CONSOLIDATED NET INCOME LOSS BEFORE INCOME TAXES

NOTE 9—REVENUE

The following table disaggregates the Company’s revenue for the three-and-nine-month periods ended September 30, 2021 and 2020 (in thousands):

 SCHEDULE OF DISAGGREGATES OF REVENUE

Deferred revenue activity for the nine months ended September 30, 2021 can be seen in the table below (in thousands):

 SCHEDULE OF DEFERRED REVENUE ACTIVITY

Other revenue of approximately $620,000, is related to accessories, repairs, and other miscellaneous charges that are recognized to revenue when sold and are not deferred.

Deferred charges relate only to the sale of equipment. Deferred charges activity for the nine months ended September 30, 2021 can be seen in the table below (in thousands):

 SCHEDULE OF DEFERRED CHARGES ACTIVITY

Other cost of goods sold (COGS) recognized of approximately $266,000 is related to accessories, repairs, and other miscellaneous charges that are recognized to revenue when sold and are not deferred, in addition to $372,000 in monitoring COGS which is not deferred.

The following table provides a reconciliation of the Company’s sales commissions contract assets for the nine-month period ended September 30, 2021 (in thousands):

 SCHEDULE OF SALES COMMISSIONS CONTRACT ASSETS

The capitalized sales commissions are included in other current assets (approximately $122,000) and other assets (approximately $138,000) in the Company’s unaudited condensed consolidated balance sheets at September 30, 2021. The capitalized sales commissions are included in other current assets (approximately $90,000) and other assets (approximately $87,000) in the Company’s consolidated balance sheets at December 31, 2020.

ACORN ENERGY, INC.

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 10-K report for the year ended December 31, 2020 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 of 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.

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. In the tables and discussion below, research and development expense is referred to as “R&D expense,” and selling, general and administrative expense is referred to as “SG&A expense.”

BACKLOG

As of September 30, 2021, our backlog of work to be completed (primarily deferred revenue) at our OmniMetrix subsidiary totaled approximately $5,311,000, of which approximately $200,000 are open sales orders pending completion for shipping.

RECENT DEVELOPMENTS

On March 17, 2021, we entered into a master services agreement for the development of a new user interface for our customer data portal. The cost of this project will be approximately $106,000 ($14,000 was paid at the commencement of this project and four equal installments of approximately $23,000 were paid monthly starting in July 2021 with the fourth and final installment payment to be paid upon completion and launch of the new interface). This project is expected to be completed by the end of 2021. This master services agreement also covers strategic enhancements to our technology infrastructure which is ongoing. The new infrastructure environment is expected to be completed and launched by May 1, 2022. We invested approximately $114,000 in this initiative during the nine months ended September 30, 2021. These costs are capitalized and amortization will begin once the new interface and the new infrastructure environment are launched.

On July 6, 2021, we entered into an agreement with King Industrial Realty, Inc., to sublease from us 1,900 square feet of office space of our 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 including 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 we pay will be remitted to our landlord less the allocation of any shared expenses and leasehold improvements specific to the sublease. We invested approximately $7,000 on leasehold improvements related to the sublease. Due to the offset of the capital expenditures, we do not expect to have any net rent due to our landlord for the first twelve months of the sublease. The estimated amount we expect to remit to the landlord subsequent to the first twelve months is approximately $6,700 per year. The term of the sublease commenced on October 1, 2021 and runs through September 30, 2025 which is the termination date of our lease with our landlord.

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:

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 8 and 9 to the interim 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, as well as 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, and cybersecurity threats. 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.

Sales of OmniMetrix monitoring systems include the sale of equipment and of monitoring services. Revenue (and related costs) associated with sale of equipment are recorded to deferred revenue (and deferred charges) upon shipment for PG and CP monitoring units. Revenue and related costs with respect to the sale of equipment are recognized over the estimated life of the units which are currently estimated to be three years. Revenues from the prepayment of monitoring fees (generally paid twelve months in advance) are initially recorded as deferred revenue upon receipt of payment from the customer and then amortized to revenue over the monitoring service period.

OmniMetrix Line of Credit

In March 2019, OmniMetrix reinstated its loan and security agreement which provided OmniMetrix with access to accounts receivable formula-based financing of the lesser of 75% of eligible receivables or $1 million. Debt incurred under this financing arrangement bore interest at the greater of 6% and prime plus 1.5% per year. In addition, OmniMetrix was to pay a monthly service charge of 0.75% of the average aggregate principal amount outstanding for the prior month, for an effective rate of interest on advances of 15%. OmniMetrix also agreed to maintain a minimum loan balance of $150,000 in its line-of-credit with the lender for a minimum of two years beginning March 1, 2019. The monthly service charge and interest was calculated on the greater of the outstanding balance or $150,000. From time to time, the balance outstanding could fall below $150,000 based on collections applied against the loan balance and the timing of loan draws.

We repaid the outstanding balance of approximately $149,000 in February 2021 and elected not to renew this line of credit, which expired in accordance with its terms on February 28, 2021.

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, 2021 and 2020, 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 8 and 9 to the unaudited condensed consolidated financial statements included in this quarterly report.

*result is less than 1%.

The following table sets forth certain information with respect to the unaudited consolidated results of operations of the Company for the three-month periods ended September 30, 2021 and 2020, 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 8 and 9 to the unaudited condensed consolidated financial statements included in this quarterly report.

*result is less than 1%.

Revenue for the nine and three months ended September 30, 2021 and 2020

In the nine months ended September 30, 2021, revenue increased by approximately $699,000, or 16%, from approximately $4,323,000 in the nine months ended September 30, 2020 to approximately $5,022,000 in the nine months ended September 30, 2021. OmniMetrix’s increased revenue during the nine months ended September 30, 2021 was primarily attributable to increased hardware and accessories sales, which increased approximately $492,000, or 33%, from approximately $1,500,000 in the nine months ended September 30, 2020 to approximately $1,992,000 in the nine months ended September 30, 2021. The increase in hardware revenue was due to an increase in the sale of (i) TG Pro units due, in part, to the sales of new units to replace older units with sunsetting 3G technology and also due to an increase in the number of industrial and commercial customers as a percentage of our total customer base, (ii) custom TG Pro units that are designed to large customer specifications and monitored by the customer and thus the revenue is not deferred, (iii) unit accessories for which the revenue is not deferred, and (iv) Hero-2 units.

Monitoring revenue increased by approximately $207,000, or 7%, from approximately $2,823,000 in the nine months ended September 30, 2020 to approximately $3,030,000 in the nine months ended September 30, 2021. As previously noted, the increase in monitoring revenue is due to an increase in the monthly average number of installed billable connections.

As discussed above, OmniMetrix has two reportable segments, PG and CP. Of the approximately $5,022,000 in revenue recognized in the nine months ended September 30, 2021, approximately $4,283,000 was generated by PG activities and approximately $739,000 was generated by CP activities. This represents an increase in revenue from PG activities of approximately $650,000, or 18%, from approximately $3,633,000 in the nine months ended September 30, 2020, and an increase in revenue from CP activities of approximately $49,000, or 7%, from approximately $690,000 in the nine months ended September 30, 2020. The CP sales cycle can take twelve to eighteen months from customer introduction to closing. The CP sales cycle has been further extended due to the restrictions from COVID-19 and our ability to meet with potential customers and to act timely and effectively on sales leads. We are now starting to see some positive results from the CP sales efforts as potential customers are opening or otherwise relaxing the COVID-19 restrictions.

Revenue increased by approximately $189,000, or 12%, from approximately $1,517,000 in the three months ended September 30, 2020 to approximately $1,706,000 in the three months ended September 30, 2021. OmniMetrix’s increased revenue during the three months ended September 30, 2021 was primarily attributable to increased hardware and accessories sales, which increased approximately $154,000 or 28%, from approximately $547,000 in the three months ended September 30, 2020 to approximately $701,000 in the three months ended September 30, 2021.

Monitoring revenue increased by approximately $35,000, or 4%, from approximately $970,000 in the three months ended September 30, 2020 to approximately $1,005,000 in the three months ended September 30, 2021. The increase in monitoring revenue is due to an increase in the number of installed billable connections offset by disconnections attributed to the sunset of 3G technology.

Of the approximately $1,706,000 in revenue recognized in the three months ended September 30, 2021, approximately $1,446,000 was generated by PG activities and approximately $260,000 was generated by CP activities. This represents an increase in revenue from PG activities of approximately $184,000, or 15%, from approximately $1,262,000 in the three months ended September 30, 2020, and an increase in revenue from CP activities of approximately $5,000, or 2%, from approximately $255,000 in the three months ended September 30, 2020.

Gross profit for the nine and three months ended September 30, 2021 and 2020

Gross profit for the nine months ended September 30, 2021 was approximately $3,674,000 reflecting a gross margin of 73% compared with a gross profit of $3,021,000 reflecting a 70% gross margin for the nine months ended September 30, 2020. Gross margin on hardware revenue for the nine months ended September 30, 2021 was 46% compared to 42% for the nine months ended September 30, 2020.

Gross profit for the three months ended September 30, 2021 was approximately $1,242,000 reflecting a gross margin of 73% on revenue compared with a gross profit for the three months ended September 30, 2020 of $1,077,000 reflecting a gross margin of 71% on revenue. Gross margin on hardware revenue for the three months ended September 30, 2021 was 46% compared to 44% for the three months ended September 30, 2020.

The increased gross profit and gross margin in both the nine- and three-month periods in 2021 was due to an increase in (i) sales to commercial and industrial customers over residential customers, (ii) accessory sales, (iii) monitoring revenue, and (iv) the restructuring of our data plan.

Operating expenses for the nine and three months ended September 30, 2021 and 2020

OmniMetrix R&D expense. During the nine months ended September 30, 2021 and 2020, R&D expense was $532,000 and $453,000, respectively. During the three months ended September 30, 2021, OmniMetrix recorded $179,000 of R&D expense as compared to $160,000 in the three months ended September 30, 2020. The increase in R&D expense in the nine months ended September 30, 2021 of approximately $79,000 is related to salary increases of our engineering team effective September 1, 2020 and September 1, 2021, the continued development of next generation PG and CP products and exploration into new possible product lines. We expect a moderate increase in R&D expense for the remainder of 2021 as we continue to work on certain initiatives to redesign products and expand product lines to increase the level of innovation.

OmniMetrix SG&A expense. During the nine months ended September 30, 2021, OmniMetrix recorded SG&A expense of approximately $2,379,000 compared to SG&A costs of approximately $2,210,000 in the nine months ended September 30, 2020, an increase of $169,000, or 8%. During the three months ended September 30, 2021, OmniMetrix recorded SG&A expense of approximately $798,000 compared to SG&A costs of approximately $707,000, in the three months ended September 30, 2020, an increase of approximately $91,000, or 13%. The increase in both periods is due to (i) compensation and benefit expenses in connection with three new positions added to our staff in the nine months ended September 30, 2021 and performance-based salary increases for our staff that were effective September 1, 2021 (ii) changes in our commission plan, and (iii) increases in our information technology consulting and managed services expenses. We anticipate that our annual SG&A costs throughout 2021 will continue to increase due to having a fully staffed sales team, increases in sales travel to gain momentum stymied by COVID-19, additions to staff as we grow and our continued spending for information technology consulting, services and support related to certain strategic initiatives in this area.

Corporate SG&A expense. Corporate SG&A expense was $707,000 in the nine months ended September 30, 2021, an increase of approximately $29,000, or 4%, from the $677,000 of corporate SG&A expense reported in the nine months ended September 30, 2020. This increase is primarily due to increased stock compensation expense, audit fees and insurance costs. Corporate SG&A expense for the three months ended September 30, 2021 increased $7,000, or 3%, to $240,000 from $233,000 for the three months ended September 30, 2020. Third quarter 2021 corporate SG&A expense of $240,000 was higher than second quarter 2021 corporate SG&A expense of $226,000 by $14,000 primarily due to expenses related to our annual shareholder meeting held in the third quarter. We do not expect the quarterly corporate overhead to change materially except as may be required to support the growth of our OmniMetrix subsidiary and typical annual increases in professional fees and insurance premiums.

Net income (loss) attributable to Acorn Energy. We recognized net income attributable to Acorn shareholders of approximately $45,000 in the nine months ended September 30, 2021 compared to a net loss attributable to Acorn shareholders of approximately $348,000 in the nine months ended September 30, 2020. Our net income during the nine months ended September 30, 2021 is comprised of net income at OmniMetrix of approximately $759,000 offset by corporate expenses, including net interest expense, of approximately $708,000 and the non-controlling interest share of our income from OmniMetrix of approximately $6,000. Our net loss in the nine months ended September 30, 2020 was comprised of net income at OmniMetrix of $335,000 offset by corporate expenses of approximately $682,000 and the non-controlling interest share of our income from OmniMetrix of approximately $1,000.

For the three months ended September 30, 2021, we recognized net income attributable to Acorn shareholders of approximately $23,000 compared to a net loss attributable to Acorn shareholders of approximately $32,000 for the three months ended September 30, 2020. Our net income in the three months ended September 30, 2021 is comprised of net income at OmniMetrix of approximately $266,000 offset by corporate expenses of approximately $241,000 and the non-controlling interest share of our income from OmniMetrix of approximately $2,000. Our loss in the three months ended September 30, 2020 was comprised of net income at OmniMetrix of $203,000 offset by corporate expenses of $234,000 and $1,000 attributed to the non-controlling interest share of our income in OmniMetrix.

Liquidity and Capital Resources

At September 30, 2021, we had working capital of approximately $13,000. Our working capital includes approximately $2,016,000 of cash and deferred revenue of approximately $3,458,000. The deferred revenue does not require significant cash outlay for the revenue to be recognized.

During the nine months ended September 30, 2021, our OmniMetrix subsidiary provided approximately $1,015,000 from operations while our corporate headquarters used approximately $692,000 during the same period.

During the nine months ended September 30, 2021, we invested approximately $214,000 in technology including user interface development and design of cloud server environment as well as investments in new hardware and software upgrades. In addition, we had other capital expenditures of approximately $7,000 related to patent filings and minor leasehold improvements.

Net cash of approximately $149,000 was used in financing activities during the nine months ended September 30, 2021 as repayments on our line of credit described above.

Other Liquidity Matters

OmniMetrix owes Acorn approximately $4,303,000 for loans, accrued interest and expenses advanced to it by Acorn. OmniMetrix made repayments to Acorn of approximately $523,000 in the nine months ended September 30, 2021 offset by interest, dividends and other advances of approximately $251,000 in the aggregate.

As of November 8, 2021, we had cash of approximately $1,928,000. 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 foreseeable future and for the twelve months from the issuance of these unaudited condensed consolidated financial statements in particular. We may, at some point, elect to obtain a new line of credit or other source of financing to fund additional investments in the business.

Contractual Obligations and Commitments

The table below provides information concerning obligations under certain categories of our contractual obligations as of September 30, 2021.

CASH PAYMENTS DUE TO CONTRACTUAL OBLIGATIONS

The Company also has approximately $1.3 million in open purchase order commitments payable through 2022.

COVID-19 Risk

The COVID-19 pandemic could negatively affect various aspects of our business, including our workforce and supply chain, and make it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our customers.

The outbreak of the COVID-19 pandemic caused governments around the world to implement quarantines of certain geographic areas and implement significant restrictions on travel. Several governments also implemented work restrictions that prohibit many employees from going to work, both around the world as well as in certain jurisdictions in the United States. At this time, it is unclear if foreign governments or U.S. federal, state or local governments will further extend any of the current restrictions or if further restrictions will be put into place. In addition, many countries, including the United States, have placed significant bans on international travel. It is possible that restrictions or bans on domestic travel may be implemented by U.S. federal, state or local governments. As a result of the pandemic, businesses can be shut down, supply chains can be interrupted, slowed, or rendered inoperable, and individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. OmniMetrix is considered an essential business due to the fact that it provides infrastructure support to both government and commercial sectors and across key industries, so it has not been forced to shut down to date.

Governmental mandates may require forced shutdowns of our facilities for extended or indefinite periods. In addition, the pandemic could adversely affect our workforce resulting in serious health issues and absenteeism. The pandemic could also substantially interfere with general commercial activity related to our supply chain and customer base, which could have a material adverse effect on our financial condition, results of operations, business, or prospects. Some of the electronic devices and hardware we purchase, like antennas, radios, and GPS modules are very specific to our application; there are not likely to be practical alternatives. In some cases, our circuit boards were designed around specific electronic hardware that met our specifications. We are working closely with our contract manufacturers and suppliers in order to mitigate as much as possible the risks to our supply chain for these critical devices and hardware, including identifying any lead-time issues and any potential alternate sources. We are also examining all currently open purchase orders in an effort to identify whether we need to issue additional orders to secure product that is critical, already has questionable lead times and/or is unique to our requirements.

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 approximately $2,016,000 at September 30, 2021. The Company does not believe there is significant risk of non-performance by these counterparties. For the nine-month period ended September 30, 2021, one customer represented approximately 9% of total invoiced sales. Approximately 12% of the accounts receivable at September 30, 2021 was due from one customer who pays its receivables over usual credit periods. As of November 8, 2021, the Company had collected 100% of the outstanding amount of approximately $98,000 due from this customer as of September 30, 2021. 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.

Fair Value of Financial Instruments

Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values due to the short maturity of such investments.

Interest Rate Risk

OmniMetrix’s Loan and Security Agreement expired in accordance with its terms on February 28, 2021 and we elected not to renew this line of credit. Subsequent to this date, we were not subject to any interest rate risk as of the date of this filing.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses noted in our Annual Report on Form 10-K for the year ended December 31, 2020, to ensure that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) accumulated and communicated to our management (including our Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As noted in our Annual Report on Form 10-K for the year ended December 31, 2020, we employ a decentralized internal control methodology, coupled with management’s oversight, whereby our OmniMetrix 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 our external financial statements. In addition, as our operating subsidiary is not large enough to effectively mitigate certain risks by segregating incompatible duties, management must employ compensating mechanisms throughout our company in a manner that is feasible within the constraints in which it operates.

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 at the subsidiary could not be implemented, maintained, or remediated when and where necessary. As a result, a majority of the significant process areas management identified for our OmniMetrix subsidiary had one or more material weaknesses present.

Changes in Internal Control Over Financial Reporting

There was no change 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.

PART II

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.