ACORN ENERGY, INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
ACFN$14.63+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001641172-25-022519
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-020996
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 55 current paragraphs.
28 unchanged; 25 reworded; 2 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Revenue for the nine- and three-month periods ended September 30, 2025 and 2024
Current report
Gross profit for the nine- and three-month periods ended September 30, 2025 and 2024
Removed paragraphs (4)
Previous report
On June 19, 2025, 1,250 stock options originally granted to a now-deceased employee under our equity incentive plan were automatically deemed exercised and settled on their expiration date via net exercise, according to their terms. The options consisted of 625 shares at an exercise price of $5.12 and 625 shares at an exercise price of $6.40. As a result of the transaction, 843 net shares were issued to the former employee’s transfer-on-death beneficiary. Subsequent to the quarter ended June 30, 2025, on July 8, 2025, we repurchased the 843 net shares at the July 7, 2025 closing market price of $17.75 per share. The repurchased shares were added to our treasury stock. This transaction has not been reflected in our Unaudited Condensed Consolidated Financial Statements as of June 30, 2025. However, we have evaluated the transaction and determined that disclosure is appropriate. The transaction did not have a material impact on our financial position or results of operations.
Previous report
Revenue for the six and three months ended June 30, 2025 and 2024
Previous report
Gross profit for the six- and three-month periods ended June 30, 2025 and 2024
Previous report
For the three-month period ended June 30, 2025, we recognized net income attributable to Acorn stockholders of $720,000, compared to a net income attributable to Acorn stockholders of $271,000 for the three- month period ended June 30, 2024. Our net income during the three-month period ended June 30, 2025 is comprised of pre-tax net income at OmniMetrix of $1,251,000 less federal taxes of $206,000 and state taxes of $36,000 offset by corporate expenses of $277,000, net of $1,000 in interest income, and the non-controlling interest share of our income from OmniMetrix of $12,000. 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 income from OmniMetrix of $5,000.
Reworded paragraphs (25)
Previous wording
As of June 30, 2025, OmniMetrix had a backlog of $3,669,000, primarily comprised of deferred revenue, of which $3,155,000 is expected to be recognized as revenue in the next twelve months. This compares to a backlog of $4,580,000 at June 30, 2024. Now that we are 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.
Current wording
As of September 30, 2025, OmniMetrix had a backlog of $3,575,000, primarily comprised of deferred revenue, of which $3,158,000 is expected to be recognized as revenue in the next twelve months. This compares to a backlog of $4,384,000 at September 30, 2024. 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.
Previous wording
On July 23, 2025, we announced that we had received formal approval from The Nasdaq Stock Market LLC to uplist our common stock from the OTCQB to the Nasdaq Capital Market. Our common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “ACFN” on July 24, 2025. The uplisting reflects our ongoing efforts to enhance shareholder value, improve liquidity, and increase visibility within the investment community.
Current wording
On July 23, 2025, we announced that we had received formal approval from The Nasdaq Stock Market LLC to uplist our common stock from the OTCQB to the Nasdaq Capital Market. Our common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “ACFN” on July 24, 2025. The uplisting reflects our ongoing efforts to enhance shareholder value, improve liquidity, and increase visibility within the investment community. The application fee we paid was $50,000 and the pro-rated annual listing fee for the remainder of 2025 is $26,500.
Previous wording
On June 1, 2024, we entered into a contract (the “Material 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 are being deployed over a one-to-two-year period. Shipping of hardware commenced in the third quarter of 2024 and installation and monitoring services commenced in the fourth quarter of 2024. During the six- and three-month periods ended June 30, 2025, we recognized $2,214,000 and $1,338,000 in hardware revenue, respectively, and $171,000 and $102,000 in monitoring revenue, respectively, from this contract.
Current wording
On June 1, 2024, we entered into a contract (the “Material 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 hardware and monitoring services, which are being deployed over a one-to-two-year period. Shipping of hardware commenced in the third quarter of 2024 and installation and monitoring services commenced in the fourth quarter of 2024. During the nine- and three-month periods ended September 30, 2025, we recognized $2,214,000 and $0 in hardware revenue, respectively, and $319,000 and $148,000 in monitoring revenue, respectively, from this contract. During the nine- and three-month periods ended September 30, 2024, we recognized $724,000 in hardware revenue in both the nine- and three-month periods, and $0 in monitoring revenue in both the nine- and three-month periods, from this contract.
Previous wording
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 that 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 or upon acceptance (specific to the Material Contract), 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).
Current wording
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 that 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 or upon acceptance (specific to the Material Contract), instead of being deferred. Revenues from the payment 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).
Previous wording
In preparing the financial statements, management is required to make estimates and assumptions that have an impact on the asset, liability, revenue and expense amounts reported. These estimates can also affect our supplemental information disclosures, including information about contingencies, risk and financial condition. We believe, given current facts and circumstances, that our estimates and assumptions are reasonable, adhere to U.S. GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates and estimates may vary as new facts and circumstances arise. We make routine estimates and judgments in determining net realizable value of accounts receivable, inventories, property and equipment, prepaid expenses, product warranties and other reserves as well as the amortization period for deferred commissions payable. Management believes our most critical accounting estimates and assumptions are in the area of revenue recognition and valuation allowance.
Current wording
In preparing the financial statements, management is required to make estimates and assumptions that have an impact on the asset, liability, revenue and expense amounts reported. These estimates can also affect our supplemental information disclosures, including information about contingencies, risk and financial condition. We believe, given current facts and circumstances, that our estimates and assumptions are reasonable, adhere to U.S. GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates and estimates may vary as new facts and circumstances arise. We make routine estimates and judgments in determining net realizable value of accounts receivable, inventories, property and equipment, prepaid expenses, product warranties and other reserves as well as the amortization period for deferred commissions payable. Management believes our most critical accounting estimates and assumptions are in the area of valuation allowance.
Previous wording
The Company generated a three-year cumulative positive income through December 31, 2024. Based on its earnings, the Company released a portion of its valuation allowance on its deferred tax assets (other than as stated above) during the year ended December 31, 2024. As of June 30, 2025, we believe, based on our projections, that a partial valuation allowance of $11,400,000 continues to be necessary against our deferred tax assets. Uncertainty exists related to the generation of future hardware and monitoring revenue, nonetheless the Company believes sufficient positive evidence exists which supports the partial reversal of the valuation allowance. In recent years, the Company executed new contracts, growing hardware and monitoring revenue which resulted in cumulative pre-tax earnings over the prior three years which we believe is significant positive evidence to support the reversal of valuation allowance during 2024. At this time, however, we cannot assure you that we will be successful in doing so. Accordingly, our management will continue to assess the need for this valuation allowance and will make adjustments when appropriate.
Current wording
The Company generated a three-year cumulative positive income through December 31, 2024. Based on its earnings, the Company released a portion of its valuation allowance on its deferred tax assets during the year ended December 31, 2024. As of September 30, 2025, we believe, based on our projections, that a partial valuation allowance of $10,963,000, continues to be necessary against our deferred tax assets. Uncertainty exists related to the generation of future hardware and monitoring revenue, nonetheless the Company believes sufficient positive evidence exists which supports the partial reversal of the valuation allowance. In recent years, the Company executed new contracts, growing hardware and monitoring revenue which resulted in cumulative pre-tax earnings over the prior three years which we believe is significant positive evidence to support the reversal of valuation allowance during 2024. At this time, however, we cannot assure you that we will be successful in doing so. Accordingly, our management will continue to assess the need for this valuation allowance and will make adjustments when appropriate.
Previous wording
The utilization of the Company’s federal and state net operating losses may be subject to a limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code, as well as similar state provisions. Such limitations may result in the expiration of net operating loss (NOL) carryforwards before their utilization. The Company has not completed a study to assess whether an “ownership change” as defined in Section 382 has occurred or whether there have been multiple ownership changes since the Company’s inception. Future changes in the Company’s stock ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” The Company will complete a full analysis of the tax attribute carryforwards prior to any utilization of tax attributes which may be subject to limitation.
Current wording
The utilization of the Company’s federal and state net operating losses may be subject to a limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code, as well as similar state provisions. Such limitations may result in the expiration of net operating loss (NOL) carryforwards before their utilization. Future changes in the Company’s stock ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change. During Q3 of 2025 the Company completed a Section 382 study and determined that no change of control occurred and the NOLs, other than acquired NOLs, will not be subject to limitation. It is possible that a limitation could still apply, however the Company does not anticipate any limitation would impact the company’s income tax expense.
Previous wording
The 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, 2025 and 2024, 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 10 and 11 to the unaudited condensed consolidated financial statements included in this quarterly report.
Current wording
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, 2025 and 2024, 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 10 and 11 to the unaudited condensed consolidated financial statements included in this quarterly report.
Previous wording
Revenue increased by $2,216,000, or 50.3%, from $4,407,000 in the six-month period ended June 30, 2024 to $6,623,000 in the six-month period ended June 30, 2025. Hardware revenue increased by $1,839,000, or 83.8%, from $2,195,000 in the six-month period ended June 30, 2024 to $4,034,000 in the six-month period ended June 30, 2025. See the reconciliation of hardware revenue below. Monitoring revenue increased by $377,000, or 17.0%, from $2,212,000 in the six-month period ended June 30, 2024 to $2,589,000 in the six-month period ended June 30, 2025. The increase in monitoring revenue was due to an increase in the number of connections being monitored.
Current wording
Revenue increased by $1,644,000, or 22.0%, from $7,457,000 in the nine-month period ended September 30, 2024 to $9,101,000 in the nine-month period ended September 30, 2025. Hardware revenue increased by $845,000, or 20.6%, from $4,107,000 in the nine-month period ended September 30, 2024 to $4,952,000 in the nine-month period ended September 30, 2025. See the reconciliation of hardware revenue below. Monitoring revenue increased by $799,000, or 23.9%, from $3,350,000 in the nine-month period ended September 30, 2024 to $4,149,000 in the nine-month period ended September 30, 2025. The increase in monitoring revenue was due to an increase in the number of connections being monitored.
Previous wording
As discussed above, OmniMetrix has two reportable segments, PG and CP. Of the $6,623,000 in revenue recognized in the six-month period ended June 30, 2025, $6,247,000 was generated by PG activities and $376,000 was generated by CP activities. This represents an increase in revenue from PG activities of $2,392,000, or 62.0%, from $3,855,000 in the six-month period ended June 30, 2024, and a decrease in revenue from CP activities of $176,000, or 31.9%, from $552,000 in the six-month period ended June 30, 2024. The increase in PG revenue was due to sales under our Material Contract described above under “Recent Developments.” The decrease in CP revenue was due to fewer Hero2 units being sold in the current-year period
Current wording
As discussed above, OmniMetrix has two reportable segments, PG and CP. Of the $9,101,000 in revenue recognized in the nine-month period ended September 30, 2025, $8,507,000 was generated by PG activities and $594,000 was generated by CP activities. This represents an increase in revenue from PG activities of $1,826,000, or 27.3%, from $6,681,000 in the nine-month period ended September 30, 2024, and a decrease in revenue from CP activities of $182,000, or 23.5%, from $776,000 in the nine-month period ended September 30, 2024. The increase in PG revenue was due to sales under our Material Contract described above under “Recent Developments.” The decrease in CP revenue was due to fewer Hero2 units being sold in the current-year period
Previous wording
Revenue increased by $1,250,000, or 54.9%, from $2,275,000 in the three-month period ended June 30, 2024 to $3,525,000 in the three-month period ended June 30, 2025. Of the $3,525,000 in revenue recognized in the three-month period ended June 30, 2025, $3,360,000 was generated by PG activities and $165,000 was generated by CP activities. In the three-month period ended June 30, 2025, as compared to the three-month period ended June 30, 2024, revenue from PG activities increased $1,299,000, or 63.0%, from $2,061,000, and revenue from CP activities decreased $49,000, or 22.9%, from $214,000.
Current wording
Revenue decreased by $572,000, or 18.8%, from $3,050,000 in the three-month period ended September 30, 2024 to $2,478,000 in the three-month period ended September 30, 2025. Of the $2,478,000 in revenue recognized in the three-month period ended September 30, 2025, $2,260,000 was generated by PG activities and $218,000 was generated by CP activities. In the three-month period ended September 30, 2025, as compared to the three-month period ended September 30, 2024, revenue from PG activities decreased $566,000, or 20.0%, from $2,826,000, and revenue from CP activities decreased $6,000, or 2.7%, from $224,000. The decrease in revenue from PG activities was primarily due to the fact that there were no hardware sales under the Material Contract in the three months ended September 30, 2025 compared to $724,000 in hardware sales under the Material Contract in the three months ended September 30, 2024.
Previous wording
Hardware revenue during the six- and three-month periods ended June 30, 2025 and 2024 is further detailed in the table below (in thousands):
Current wording
Hardware revenue during the nine- and three-month periods ended September 30, 2025 and 2024 is further detailed in the table below (in thousands):
Previous wording
Gross profit for the six-month period ended June 30, 2025 was $4,965,000, reflecting a gross margin of 75.0%, compared with a gross profit of $3,256,000, reflecting a gross margin of 73.9%, for the six-month period ended June 30, 2024.
Current wording
Gross profit for the nine-month period ended September 30, 2025 was $6,910,000, reflecting a gross margin of 75.9%, compared with a gross profit of $5,443,000, reflecting a gross margin of 73.0%, for the nine-month period ended September 30, 2024.
Previous wording
Gross margin on hardware revenue for the six-month period ended June 30, 2025 was 62.5% compared to 53.2% for the six-month period ended June 30, 2024. The increase in gross margin on hardware was a result of the product and customer mix of sales during the period. Gross margin on monitoring revenue for the six-month periods ended June 30, 2025 and 2024 was 94.4%.
Current wording
Gross margin on hardware revenue for the nine-month period ended September 30, 2025 was 60.2% compared to 55.5% for the nine-month period ended September 30, 2024. The increase in gross margin on hardware was a result of the product and customer mix of sales during the period. Gross margin on monitoring revenue for the nine-month period ended September 30, 2025 was 94.7% compared to gross margin of 94.5% for the nine-month period ended September 30, 2024.
Previous wording
Gross profit for the three-month period ended June 30, 2025 was $2,639,000, reflecting a gross margin of 74.9%, compared with a gross profit for the three-month period ended June 30, 2024 of $1,665,000, reflecting a gross margin of 73.2%. Gross margin on hardware revenue for the three-month period ended June 30, 2025 was 63.1% compared to 52.9% for the three-month period ended June 30, 2024. The increase in gross margin on hardware during the three-month period was a result of same drivers as described above for the six-month period. Gross margin on monitoring revenue for the three-month period ended June 30, 2025 was 94.6% compared to 94.5% for the three-month period ended June 30, 2024.
Current wording
Gross profit for the three-month period ended September 30, 2025 was $1,945,000, reflecting a gross margin of 78.5%, compared with a gross profit for the three-month period ended September 30, 2024 of $2,187,000, reflecting a gross margin of 71.7%. Gross margin on hardware revenue for the three-month period ended September 30, 2025 was 50.0% compared to 58.1% for the three-month period ended September 30, 2024. The decrease in gross margin on hardware during the three-month period was a result of the same drivers as described above for the nine-month period. Gross margin on monitoring revenue for the three-month period ended September 30, 2025 was 95.3% compared to 94.5% for the three-month period ended September 30, 2024.
Previous wording
Operating expenses for the six- and three-month periods ended June 30, 2025 and 2024
Current wording
Operating expenses for the nine- and three-month periods ended September 30, 2025 and 2024
Previous wording
R&D expense. During the six-month periods ended June 30, 2025 and 2024, R&D expense was $556,000 and $464,000, respectively. During the three-month period ended June 30, 2025, OmniMetrix recorded $265,000 of R&D expense as compared to $226,000 in the three-month period ended June 30, 2024. The increase in R&D expense is related to salary increases granted to our engineering personnel effective October 1, 2024, the hiring of another senior level engineer in November 2024 and the expenses and materials paid to third-party consultants in the continued development of next-generation PG and CP products and exploration into potential new product lines. We expect a moderate increase in R&D expense throughout 2025 for continued investment in work on certain initiatives to launch the next generation of our products and expand product lines to increase our level of innovation ahead of our competitors.
Current wording
R&D expense. During the nine-month periods ended September 30, 2025 and 2024, R&D expense was $823,000 and $698,000, respectively. During the three-month period ended September 30, 2025, OmniMetrix recorded $267,000 of R&D expense as compared to $234,000 in the three-month period ended September 30, 2024. The increase in R&D expense is related to salary increases granted to our engineering personnel effective October 1, 2024, engineering team additions in the fourth quarter of 2024, and the expenses and materials paid to third-party consultants in the continued development of next-generation PG and CP products and exploration into potential new product lines. We expect a moderate increase in R&D expense during the remainder of 2025 for continued investment in product enhancements and expanding product lines to continue to increase our level of innovation ahead of our competitors.
Previous wording
Selling, general and administrative expense. SG&A expense of the consolidated entities in the six-month period ended June 30, 2025 reflected an increase of $402,000, or 16.4%, as compared to the six-month period ended June 30, 2024. OmniMetrix’s SG&A expense increased $251,000, or 13.1%, from $1,922,000 in the six-month period ended June 30, 2024 to $2,173,000 in the six-month period ended June 30, 2025. This increase was primarily due to an increase of (i) $90,000 in personnel expenses due to staff additions and increases in compensation to our team, (ii) $128,000 in commission expense primarily driven by sales under the Material Contract, (iii) $18,000 in technology fees and expenses, (iv) $12,000 in insurance expenses, (v) a net increase of $29,000 in other operating expenses in the aggregate, offset by a decrease of (vi) $26,000 in travel and trade show expenses. Corporate SG&A expense increased $151,000, or 28.3%, from $534,000 in the six-month period ended June 30, 2024 to $685,000 in the six-month period ended June 30, 2025. This increase was due to an increase of (i) $64,000 in tax professional fees from the preparation of the 2024 income tax provision and the calculations related to the release of the income tax valuation allowance, (ii) $23,000 in audit fees primarily related to the work on the release of the income tax valuation allowance at December 31, 2024, (iii) $59,000 in stock compensation expense and (vi) a net increase of $5,000, in the aggregate, of other public company expenses.
Current wording
Selling, general and administrative expense. SG&A expense of the consolidated entities in the nine-month period ended September 30, 2025 reflected an increase of $724,000, or 19.8%, as compared to the nine-month period ended September 30, 2024. OmniMetrix’s SG&A expense increased $363,000, or 12.6%, from $2,882,000 in the nine-month period ended September 30, 2024 to $3,245,000 in the nine-month period ended September 30, 2025. This increase was primarily due to an increase of (i) $175,000 in personnel expenses due to staff additions and increases in compensation to our team, (ii) $68,000 in commission expense primarily driven by sales under the Material Contract, (iii) $52,000 in technology fees and expenses, (iv) $30,000 in facilities expense , and (v) a net increase of $62,000 in other operating expenses in the aggregate, offset by a decrease of (vi) $24,000 in travel and trade show expenses. Corporate SG&A expense increased $361,000, or 46.8%, from $771,000 in the nine-month period ended September 30, 2024 to $1,132,000 in the nine-month period ended September 30, 2025. This increase was due to an increase of (i) $124,000 in tax professional fees from the preparation of the 2024 and 2025 income tax provision, the calculations related to the release of the income tax valuation allowance, and the preparation of an updated 382 Study, (ii) $115,000 in expenses related to uplisting to NASDAQ which includes the NASDAQ application fee, the prorated listing fee and the legal fees associated with the uplisting process, (iii) $78,000 in stock compensation expense, (iv) $29,000 in audit fees primarily related to the work on the release of the income tax valuation allowance at December 31, 2024, and (vi) a net increase of $15,000, in the aggregate, of other public company expenses.
Previous wording
SG&A expense of the consolidated entities in the three-month period ended June 30, 2025 reflected an increase of $246,000, or 20.8%, as compared to the three-month period ended June 30, 2024. OmniMetrix’s SG&A expense increased $197,000, or 20.7%, from $952,000 in the three-month period ended June 30, 2024 to $1,149,000 in the three-month period ended June 30, 2025. This increase was primarily due to an increase of (i) $48,000 in personnel expenses due to staff additions and increases in compensation to our team, (ii) $100,000 in commission expense primarily driven by sales under the Material Contract, (iii) $39,000 in technology fees and expenses, and (iv) a net increase of $10,000 in other operating expenses in the aggregate. Corporate SG&A expense increased $49,000, or 21.4%, from $229,000 in the three-month period ended June 30, 2024 to $278,000 in the three-month period ended June 30, 2025. This increase was due to an increase of (i) $17,000 in tax professional fees related to the preparation of our 2024 tax return and our 2025 tax provision, (ii) $23,000 in audit fees primarily related to additional procedures on our tax provision, and (iii) a net increase of $9,000, in the aggregate, of other public company expenses.
Current wording
SG&A expense of the consolidated entities in the three-month period ended September 30, 2025 reflected an increase of $322,000, or 26.9%, as compared to the three-month period ended September 30, 2024. OmniMetrix’s SG&A expense increased $112,000, or 11.7%, from $960,000 in the three-month period ended September 30, 2024 to $1,072,000 in the three-month period ended September 30, 2025. This increase was primarily due to an increase of (i) $86,000 in personnel expenses due to staff additions and increases in compensation to our team, (ii) $35,000 in technology consulting fees and other expenses, and (iii) a net decrease of $9,000 in other operating expenses in the aggregate. Corporate SG&A expense increased $210,000, or 88.6%, from $237,000 in the three-month period ended September 30, 2024 to $447,000 in the three-month period ended September 30, 2025. This increase was due to an increase of (i) $60,000 in tax professional fees from the preparation of the 2025 income tax provision, the calculations related to the release of the income tax valuation allowance, and the preparation of an updated 382 Study, (ii) $110,000 in expenses related to uplisting to NASDAQ which includes the NASDAQ application fee, the prorated listing fee and the legal fees associated with the uplisting process, (iii) $19,000 in stock compensation expense, and (iv) a net increase of $21,000, in the aggregate, of other public company expenses.
Previous wording
Net income attributable to Acorn Energy. We recognized net income attributable to Acorn stockholders of $1,184,000 in the six-month period ended June 30, 2025, compared to net income attributable to Acorn stockholders of $336,000 in the six-month period ended June 30, 2024. Our net income during the six-month period ended June 30, 2025 is comprised of pre-tax net income at OmniMetrix of $2,285,000 less federal taxes of $337,000 and state taxes of $59,000 offset by corporate expenses of $683,000, net of $2,000 in interest income, and the non-controlling interest share of our income from OmniMetrix of $22,000. 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.
Current wording
Net income attributable to Acorn Energy. We recognized net income attributable to Acorn stockholders of $1,436,000 in the nine-month period ended September 30, 2025, compared to net income attributable to Acorn stockholders of $1,061,000 in the nine-month period ended September 30, 2024. For the three-month period ended September 30, 2025, we recognized net income attributable to Acorn stockholders of $252,000, compared to a net income attributable to Acorn stockholders of $725,000 for the three- month period ended September 30, 2024. Our net income during the nine- and three-month periods ended September 30, 2025 and 2024 is comprised of the components listed in the table below:
Previous wording
At June 30, 2025, we had working capital of $2,709,000. Our working capital includes $3,253,000 of cash and deferred revenue of $3,155,000. Such deferred revenue does not require a significant cash outlay for the revenue to be recognized.
Current wording
At September 30, 2025, we had working capital of $2,789,000. Our working capital includes $4,167,000 of cash and deferred revenue of $3,158,000. Such deferred revenue does not require a significant cash outlay for the revenue to be recognized.
Previous wording
During the six-month period ended June 30, 2025, our OmniMetrix subsidiary provided cash flow from operations of $1,607,000, while our corporate headquarters used $707,000 for operations during the same period.
Current wording
During the nine-month period ended September 30, 2025, our OmniMetrix subsidiary provided cash flow from operations of $2,893,000, while our corporate headquarters used $1,098,000 for operations during the same period.
Previous wording
During the six-month period ended June 30, 2025, we invested (i) $9,000 in technology, (ii) $7,000 in equipment, (iii) $4,000 in leasehold improvements and (iv) $1,000 in patent acquisition.
Current wording
During the nine-month period ended September 30, 2025, we invested (i) $13,000 in technology, (ii) $7,000 in equipment, (iii) $4,000 in leasehold improvements and (iv) $1,000 in patent acquisition.
Previous wording
During the six-month period ended June 30, 2025, we recognized $48,000 from financing activities in proceeds from the exercise of stock options.
Current wording
During the nine-month period ended September 30, 2025, we recognized $71,000 from financing activities which included $87,000 in proceeds from the exercise of stock options net of $16,000 used to repurchase Company stock.
Previous wording
As of August 5, we had cash of $3,428,000. We believe that such cash, plus the cash expected to be generated from operations, will provide sufficient liquidity to finance the corporate activities of Acorn and the operating activities of OmniMetrix 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 a new line of credit or other source of 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 required and on terms acceptable to Acorn and OmniMetrix cannot be determined at this time.
Current wording
As of November 4, 2025 we had cash of $4,372,000. We believe that such cash, plus the cash expected to be generated from operations, will provide sufficient liquidity to finance the corporate activities of Acorn and the operating activities of OmniMetrix 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 a new line of credit or other source of 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 required and on terms acceptable to Acorn and OmniMetrix cannot be determined at this time.