EX-99.1 2 v094809_ex99-1.htm
Exhibit 99.1
 
ACORN FACTOR, INC ANNOUNCES
THIRD QUARTER RESULTS AND HIGHLIGHTS
 
MONTCHANIN, Del., November 16, 2007 -- ACORN FACTOR, INC. (OTC Bulletin Board: ACFN - News) today announced that its results for the quarter and nine months ended September 30, 2007.

Highlights during and following the quarter include:

·  
In November, the Company purchased SCR-Tech from, for a purchase price of $9.6 million in cash. SCR-Tech is the leading provider of catalyst regeneration technologies and management services for selective catalytic reduction (SCR) systems used by fossil fuel-fired power plants to reduce nitrogen oxides (NOx) emissions and will operate as part of CoaLogix(TM), our newly established platform for participating in the burgeoning clean coal market.

·  
As of September 30, 2007 the Company "marked-to-market" all its Comverge shares which are all deemed to be unrestricted and "available for sale" under applicable accounting standards at that date, resulting in an increase in the carrying value of its investment in Comverge to its fair market value on that date of $91.5 million.

·  
In July, Comverge announced the acquisition of EnerWise Global Technologies, dramatically expanding Comverge's commercial and industrial solution offering and creating the largest demand response provider in North America with over 1,400 megawatts of managed capacity.

·  
In September 2007, Comverge completed its acquisition of PES, an energy efficiency company that implements permanent base load reduction solutions for commercial and industrial customers under long-term, pay- for-performance contracts with a utility.

·  
Acorn's dsIT Solutions subsidiary began work on its multi-million dollar order from Israel's Ministry of Defense for a state-of- art sonar and acoustical product.


 
 
 
 
·  
In September, Paketeria completed a private placement of approximately $2.5 million, plus $1.2 million of notes receivable balances, which Acorn converted to equity at a pre-money value of approximately $11.3 million, resulting in a non-cash gain of $533,000 in the third quarter of 2007.

·  
In July, Acorn purchased a 10% percent interest (with an option to increase to 51%) in Local Power, Inc. the creator of community choice aggregation, a revolution in renewable power and retail markets for electricity.

John A. Moore, President and Chief Executive Officer of Acorn Factor commented: "There are major stresses on the world's energy infrastructure related to rising global energy demand, aging infrastructure and climate concerns. We are in the process of transforming Acorn into a synergistic family of businesses focused on enabling a new architecture of energy that will help relieve these stresses. Our future is very exciting."

About Acorn Factor, Inc.

Acorn Factor specializes in acquiring and accelerating the growth of emerging ventures that promise improvement in the economic and environmental efficiency of the energy sector. Acorn aims to take primarily controlling positions in companies led by great entrepreneurs and to add value by supporting those companies with branding, positioning, strategy and business development. Acorn Factor is a global company with equity interests in Comverge, the leading clean capacity provider of energy solutions through demand response; SCR-Tech LLC, the leading provider of catalyst regeneration technologies and services to reduce NOx emissions by fossil-fuel power plants; Paketeria GmbH, a German super services provider; dsIT a leader in underwater security systems for strategic coastal energy infrastructure; and Local Power, Inc., the creator of Community Choice Aggregation, a revolution in renewable power and retail markets for electricity.

Certain statements made above are forward-looking in nature. Whether such statements ultimately prove to be accurate depends upon a variety of factors that may affect the Company's business and operations. Many of these factors are described in the Company's most recent Annual Report on Form 10-K as filed with Securities and Exchange Commission.


CONTACT:
John A. Moore, CEO
Acorn Factor, Inc.
(302)-656-1707

 
 
 
 
 ACORN FACTOR, INC. AND SUBSIDIARIES
 Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 
   
Nine months ended
  
Three months ended
  
   
September 30,
  
September 30,
  
   
2006
  
2007
  
2006
  
2007
  
Sales:
                  
Projects
 
$
2,203
  
$
2,699
  
$
682
    
1,412
  
Services
   
642
    
557
    
208
    
154
  
Other
   
41
    
59
    
33
    
29
  
Total sales
    
2,886
    
3,315
    
923
    
1,595
  
Cost of sales:
                          
Projects
   
1,490
    
1,976
    
469
    
977
  
Services
   
547
    
525
    
178
    
145
  
Other
   
--
    
--
    
--
    
--
  
Total cost of sales
    
2,037
    
2,501
    
647
    
1,122
  
Gross profit
   
849
    
814
    
276
    
473
  
Operating expenses:
                          
Research and development expenses
   
184
    
310
    
87
    
77
  
Selling, marketing, general and administrative expenses
   
3,537
    
3,012
    
1,571
    
1,153
  
Total operating expenses
    
3,721
    
3,322
    
1,658
    
1,230
  
Operating loss
   
(2,872
)
  
(2,508
)
  
(1,382
)
  
(757
)
Finance expense, net
   
(23
)
  
(2,827
)
  
(17
)
  
(716
)
Gain on public offering of Comverge
   
--
   
16,169
   
--
   
--
 
Gain on private placement of Paketeria
   
--
   
533
   
--
   
533
 
Other income, net
   
330
   
--
   
--
   
--
 
Income (loss) before taxes on income
   
(2,565
)
  
11,367
   
(1,399
)
  
(940
)
Taxes on income
   
8
   
9
   
2
   
4
 
Income (loss) from operations of the Company and its consolidated subsidiaries
   
(2,573
)
  
11,358
   
(1,401
)
  
(944
)
Share of losses in Comverge
   
(210
)
  
--
   
--
   
--
 
Share of losses in Paketeria
   
(250
)
  
(828
)
  
(250
)
  
(440
)
Net income (loss) from continuing operations
    
(3,033
)
  
10,530
   
(1,651
)
  
(1,384
)
Net income from discontinued operations, net of tax
   
78
   
--
   
--
   
--
 
Loss on sale of discontinued operations and contract settlement, net of tax
    
(2,298
)
  
--
   
--
   
--
 
Net income (loss)
   
(5,253
)
  
10,530
   
(1,651
)
  
(1,384
)
Basic net income (loss) per share:
                
--
        
Income (loss) per share from continuing operations
   
(0.37
)
  
1.08
   
(0.20
)
  
(0.14
)
Discontinued operations
   
(0.27
)
  
--
    
--
    
--
  
Net income (loss) per share - basic
   
(0.64
)
  
1.08
   
(0.20
)
  
(0.14
)
Diluted net income (loss) per share:
                          
Income (loss) per share from continuing operations
   
(0.37
)
  
0.95
   
(0.20
)
  
--
  
Discontinued operations
   
(0.27
)
  
--
    
--
    
--
  
Net income (loss) per share -diluted
   
(0.64
)
  
0.95
   
(0.20
)
  
--
  
Weighted average number of shares outstanding -
                          
Basic
   
8,163
    
9,723
    
8,164
    
10,063
  
Diluted
   
8,163
    
11,461
    
8,164
    
10,063
  
                           


 
 
 
 
           
ACORN FACTOR, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
           
ASSETS
  
As of December 31, 2006
  
As of September 30, 2007
  
        (unaudited)  
Current assets:
          
Cash and cash equivalents
   
1,521
   
4,196
 
Accounts receivable, net
   
1,373
   
1,804
 
Unbilled work-in-process
   
393
   
507
 
Other current assets
   
316
   
542
 
Total current assets
   
3,603
   
7,049
 
Property and equipment, net
   
445
   
581
 
Investment in Comverge
   
--
   
91,549
 
Investment in Paketeria
   
1,212
   
2,270
 
Investment in Local Power
   
--
   
268
 
Funds in respect of employee termination benefits
   
1,568
   
1,455
 
Goodwill
   
97
   
101
 
Other intangible assets, net
   
48
   
5
 
Other assets
   
285
   
174
 
Total assets
   
7,258
   
103,452
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
              
Current liabilities:
              
Short-term bank credit
   
462
   
94
 
Current maturities of long-term debt
   
26
   
48
 
Note payable - related party
   
300
   
--
 
Trade accounts payable
   
378
   
728
 
Accrued payroll, payroll taxes and social benefits
   
478
   
822
 
Other current liabilities
   
1,700
   
2,564
 
Total current liabilities
   
3,344
   
4,256
 
Long-term liabilities:
              
Investment in Comverge, net
   
1,824
   
--
 
Convertible debt, net of discounts
   
--
   
5,041
 
Liability for employee termination benefits
   
2,545
   
2,093
 
Deferred taxes
   
--
   
21,522
 
Other liabilities
   
6
   
--
 
Total long-term liabilities
   
4,375
   
28,656
 
Shareholders’ equity:
              
Common stock - $0.01 par value per share:
              
Authorized - 20,000,000 shares; Issued -10,276,030 shares and 10,895,314
    
 
    
 
  
at December 31, 2006 and September 30, 2007
   
102
   
108
 
Additional paid-in capital
   
43,987
   
48,286
 
Warrants
   
888
   
1,540
 
Accumulated deficit
   
(41,904
)
  
(31,679
)
Treasury stock, at cost - 777,371 shares for December 31, 2006 and
    
 
  
 
September 30, 2007, respectively
   
(3,592
)
  
(3,592
)
Accumulated other comprehensive income
   
58
   
55,877
 
Total shareholders’ equity (deficit)
   
(461
)
  
70,540
 
Total liabilities and shareholders’ equity
   
7,258
   
103,452