8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 13, 2009

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-19771	22-2786081
(State or Other Jurisdiction	(Commission file Number)	(IRS Employer
of Incorporation)		Identification No.)

4 West Rockland, Montchanin, Delaware	19710
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 656-1707

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On August 13, 2009, the Registrant issued a press release announcing its 2009 second quarter results. The press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits

Exhibit No.	Description
99.1	Press Release dated August 13, 2009

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 the undersigned hereunto duly authorized on this 13th  day of August, 2009.

ACORN ENERGY, INC.
By:	/s/ Joe B. Cogdell, Jr.
Name:  Joe B. Cogdell, Jr.
Title:  Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

Acorn Energy Second Quarter Revenue up 116% to $7.8 Million;

Quarterly and Six Month gross profit grow 238% and 183% respectively

MONTCHANIN, Del., August 13, 2009/ —Acorn Energy Inc. (Nasdaq: ACFN -News) an energy technology holding company, today announced results for the second quarter ended June 30, 2009. Below are the highlights from the three month and six month periods:

Q2 2009 Highlights

· Revenues increased by 116% to $7.8 million

· Gross profit increased by 238% to $3.5 million

· CoaLogix revenues increased by 236% to $4.5 million

· CoaLogix gross profit increased by $1.3 million or 370%

· DSIT was profitable

Six Month Highlights

· Revenue increased 106% to $16.3 million

· Gross Profit increased by 183% to $6.9 million

· CoaLogix revenues increased 176% to $9.9 million

· CoaLogix gross profit increased 215% or $2.4 million

· Both CoaLogix and DSIT were profitable

"Results for the quarter reflect our consistent business strategy of investing in innovative companies with strong management that address major problems in the energy industry.  We continue to see opportunities for significant growth as each of our companies expand their product offerings, broaden their markets and build solid reputations for quality solutions and services throughout the industry,” said John Moore, CEO of Acorn Energy.

Q2 Financial Review

· Revenues in the second quarter of 2009 increased by $4.2 million or 116% to $7.8 million. The increase in revenues was primarily due to the increased revenues at CoaLogix, which increased by $3.2 million to $4.5million compared to second quarter 2008 revenues. An additional increase of $1.1 million is attributable to the acquisition of Coreworx in August 2008.  DSIT revenues decreased slightly from $2.2 million to $2.1 million. The increase in CoaLogix revenues was due to increased penetration in the regeneration market combined with the ability to process more SCR modules facilitated by the completion of a plant expansion in the fourth quarter 2008.

· Gross profit in the second quarter of 2009 increased by $2.5 million or 238% as compared to the second quarter of 2008. The increase in gross profit was attributable to the inclusion of Coreworx gross profit in the second quarter of 2009 of $0.9 million and increased gross profit at CoaLogix of $1.3 million, an increase of 370 %, and $0.3 million at DSIT, an increase of 37 %. Gross margins for CoaLogix increased to 36% in the second quarter of 2009 from 25% in the second quarter of 2008. Gross margin in DSIT increased from 31% in the second quarter of 2008 to 44% in the second quarter of 2009 due to higher margin projects worked on in 2009 in DSIT’s Naval and RT Solutions segment.

· Selling, general and administrative expenses ("SG&A") in the second quarter of 2009 increased by $2.2 million as compared to the second quarter of 2008. A portion of the increase was attributable to the inclusion in 2009 of Coreworx's SG&A costs of $1.7 million. CoaLogix's SG&A costs in the second quarter of 2009 increased by $0.7 million as compared to the second quarter of 2008, reflecting increased overhead costs resulting from the company's growth and legal fees associated with the EES and Evonik lawsuits. DSIT's SG&A costs were relatively unchanged. Corporate general and administrative costs decreased by $0.2 million reflecting the effects of the Company's efforts to reduce overhead costs.

· Subsequent to the end of the quarter, Acorn repaid corporate debt of $3.4 million in principal and $68,000 of outstanding interest related to the acquisition of Coreworx in August of 2008. Following the repayment of the debt, the company has unrestricted cash of $7.5 million and restricted cash of $2.7 million.

Investor Conference Call – Thursday, August 13 at 2:00 pm Eastern Time

The company will host an investor call today, August 13th at 2:00 pm ET to discuss its second quarter 2009 results and developments at the Company. To participate in the conference call, please dial (800) 860-2442 or (412) 858- 4600 (Intl) (no pass code required). . The call will also be broadcast live on the Internet at www.acornenergy.com.

If you are unable to participate in the live call, a digital replay of the call will be available from Thursday, August 13, 2009 at 4:00 PM through 9:00 AM on August 21, 2009 by dialing (877) 344-7529 and entering account # 432878. An archive of the webcast will be available approximately two hours after the conclusion of the call through August 21, 2009.

About Acorn Energy, Inc.

Acorn Energy, Inc. is a publicly traded holding company with equity interests in CoaLogix, Coreworx, DSIT and Gridsense. These companies leverage advanced technologies to transform and upgrade the energy infrastructure around the world. Acorn companies are focused on three problems in the energy sector: improving the efficiency of the energy grid, reducing the risk for owners of large energy assets, and reducing the environmental impact of the energy sector. Acorn's strategy is to take primarily controlling positions in companies led by great entrepreneurs. For more information visit http://www.acornenergy.com

Safe Harbor Statement

This press release includes forward-looking statements, which are subject to risks and uncertainties. There is no assurance that CoaLogix, DSIT or Coreworx will continue to grow their respective businesses. A complete discussion of the risks and uncertainties which may affect Acorn Energy's business generally is included in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

ACORN ENERGY, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (unaudited)

(in thousands, except per share data)

	Six months ended						Three months ended
	June 30,						June 30,
	2008			2009			2008			2009
Sales
Catalytic regeneration services	$	3,601		$	9,937		$	1,352		$	4,547
Projects		4,041			4,002			2,133			2,036
Software license and services		—			2,102			—			1,075
Other		260			217			122			122
		7,902			16,258			3,607			7,780
Cost of sales
Catalytic regeneration services		2,498			6,466			1,007			2,931
Projects		2,777			2,351			1,470			1,132
Software license and services		—			416			—			145
Other		197			156			98			82
		5,472			9,389			2,575			4,290
Gross profit		2,430			6,869			1,032			3,490
Operating expenses:
Research and development expenses, net of SRED credits of $1,016 in 2009		108			(348	)		57			(624	)
Impairments		516			80			268			10
Selling, general and administrative expenses		4,723			8,727			2,418			4,619
Total operating expenses		5,347			8,459			2,743			4,005
Operating loss		(2,917	)		(1,590	)		(1,711	)		(515	)
Gain on early redemption of convertible debentures		1,259			—			—			—
Finance income (expense), net		(2,900	)		(84	)		88			85
Gain on sale of Comverge shares		5,782			1,227			5,782			810
Income (loss) before taxes on income		1,224			(447	)		4,159			380
Tax benefit (expense) on income		2			—			(640	)		—
Income (loss) from operations of the Company and its consolidated subsidiaries		1,226			(447	)		3,519			380
Share in losses of GridSense		(134	)		(129	)		(134	)		—
Share in losses of Paketeria		(661	)		—			(374	)		—
Net income (loss)		431			(576	)		3,011			380
Net (income) loss attributable to non-controlling interests		80			(144	)		89			(37	)
Net income (loss) attributable to Acorn Energy Inc.	$	511		$	(720	)	$	3,100		$	343
Basic and diluted earnings per share attributable to Acorn Energy  Inc.:
Net income (loss) per share attributable to Acorn Energy Inc.   – basic	$	0.05		$	(0.06	)	$	0.28		$	0.03
Net income (loss) per share attributable to Acorn Energy Inc.  – diluted	$	0.04		$	(0.06	)	$	0.26		$	0.03
Weighted average number of shares outstanding attributable to Acorn Energy Inc.  – basic		11,138			11,456			11,243			11,377
Weighted average number of shares outstanding attributable to Acorn Energy Inc.  – diluted		11,995			11,456			12,138			11,553

ACORN ENERGY, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share data)

	As of December 31, 2008			As of June 30, 2009
				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	15,142		$	14,612
Restricted deposit		2,157			2,592
Accounts receivable, net		4,524			3,679
Unbilled work-in-process		581			1,880
Inventory		1,148			1,544
Available for sale - Investment in Comverge		—			392
Other current assets		2,080			1,944
Total current assets		25,632			26,643
Property and equipment, net		2,447			2,497
Available for sale - Investment in Comverge		2,462			—
Investment in GridSense		129			—
Investment in EnerTech		1,117			1,537
Funds in respect of employee termination benefits		1,677			1,739
Restricted deposit		579			561
Other intangible assets, net		10,357			10,067
Goodwill		6,342			6,425
Other assets		313			344
Total assets	$	51,055		$	49,813
LIABILITIES AND EQUITY
Current liabilities:
Short-term bank credit and current maturities of long-term debt	$	445		$	200
Notes payable		3,400			3,400
Trade accounts payable		2,285			1,449
Accrued payroll, payroll taxes and social benefits		1,314			1,126
Other current liabilities		4,350			3,561
Total current liabilities		11,794			9,736
Long-term liabilities:
Liability for employee termination benefits		2,651			2,689
Other liabilities		487			561
Total long-term liabilities		3,138			3,250
Equity:
Acorn Energy Inc. Common stock - $0.01 par value per share:
Authorized – 20,000,000 shares; Issued –12,454,528 at December 31, 2008 and June 30, 2009		124			124
Additional paid-in capital		54,735			55,746
Warrants		1,020			1,020
Accumulated deficit		(17,587	)		(18,307	)
Treasury stock, at cost – 841,286 and 1,258,681 shares for December 31, 2008 and June 30, 2009, respectively		(3,719	)		(4,781	)
Accumulated other comprehensive income (loss)		(425	)		57
Total Acorn Energy Inc. shareholders’ equity		34,148			33,859
Non-controlling interests		1,975			2,968
Total equity		36,123			36,827
Total liabilities and equity	$	51,055		$	49,813