OVERVIEW AND TREND INFORMATION
The following discussion includes statements that are forward-looking in nature.
Whether such statements ultimately prove to be accurate depends upon a variety
of factors that may affect our business and operations. Certain of these factors
are discussed in "Item 1A. Risk Factors."
All dollar amounts in the discussion below are rounded to the nearest thousand
and, thus, are approximate.
We currently operate in two reportable operating segments, both of which are
performed through our OmniMetrix subsidiary:
? The PG segment which provides wireless remote monitoring and control systems
and IoT applications for residential and commercial/industrial power
generation equipment. This includes our AIRGuard product, which remotely
monitors and controls industrial air compressors and our Smart Annunciator
product which is typically sold to commercial customers that require a visual
representation of the generator's status and has a touch-screen display that
indicates the current state of that generator; and
? The CP segment which provides remote monitoring and control products for
cathodic protection systems on oil and gas pipelines serving the gas utilities
market and pipeline operators. The CP product lineup includes solutions to
remotely monitor and control rectifiers, test stations and bonds. OmniMetrix
also offers the industry's first RADTM (Remote AC Mitigation Disconnect) that
mounts onto existing Solid-state Decouplers in the field and can remotely
disconnect/connect these AC mitigation tools which can drastically reduce a
company's expense while increasing employee safety.
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The following analysis should be read together with the segment information
provided in Notes 11 and 12 to our consolidated financial statements included in
this report.
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
economic ecosystem. In addition, OmniMetrix continues to see a 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. Residential, commercial 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. OmniMetrix solutions monitor critical
equipment used by cell towers, manufacturing plants, medical facilities, data
centers, retail stores, public transportation systems, energy distribution and
federal, state and municipal government facilities, in addition to residential
back-up generators. Given that OmniMetrix monitors all major brands of critical
equipment and continues to invest in research and development in response to
customer and potential customer feedback, OmniMetrix remains well-positioned as
a competitive participant in this market to continue to grow its customer base
and expand its product offerings.
Intercompany
During 2022, the intercompany amount due to Acorn from OmniMetrix decreased by
$540,000. This included repayments of $985,000 offset by interest of $179,000,
dividends of $76,000 due to Acorn and $190,000 in shared expenses paid by Acorn.
During 2021, the intercompany amount due to Acorn from OmniMetrix decreased by
approximately $359,000. This included repayments of approximately $677,000
offset by interest of approximately $194,000, dividends of $76,000 due to Acorn
and approximately $48,000 in shared expenses paid by Acorn. We believe that
OmniMetrix will not need working capital support in 2023. However, we have no
assurance that this will be the case. Additional financing for OmniMetrix 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 a
combination of the above. The availability and amount of any additional loans
from Acorn to OmniMetrix may be limited by the working capital needs of our
corporate activities. Whether Acorn will have the resources necessary to provide
funding, or whether alternative funds, such as third-party loans or investments,
will be available at the time and on terms acceptable to Acorn and OmniMetrix
cannot be determined at this time.
As of March 14, 2023, Acorn's corporate operations (excluding cash at our
OmniMetrix subsidiary) held a total of $1,480,000 in cash.
Other Matters
On March 2, 2023, 35,000 warrants that were set to expire on March 16, 2023 were
exercised at an exercise price of $0.13 per share by our Chief Executive
Officer.
On February 27, 2023, 10,000 options in the aggregate were issued to the
Director of Software Development and Technology with an exercise price of $0.41
and that vested in equal increments over three years on the anniversary date of
the grant, valued at $3,000 in the aggregate.
On January 3, 2023, 30,000 options in the aggregate were issued to directors
with an exercise price of $0.35 and that vested in equal increments on January
1, 2023, April 1, 2023, July 1, 2023 and October 1, 2023, valued at $9,000 in
the aggregate.
On January 1, 2023, 35,000 options were issued to the CEO with an exercise price
of $0.35 and that vest in equal increments on January 1, 2023, April 1, 2023,
July 1, 2023 and October 1, 2023 valued at $9,000.
On November 22, 2022, 10,000 vested options were exercised by a board member
with an exercise price of $0.14 per share or $1,400 in the aggregate. These
options had an expiration date of January 1, 2023.
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On August 12, 2022, 25,000 vested options were exercised by the CEO with an
exercise price of $0.20 per share or $5,000 in the aggregate. These options had
an expiration date of August 13, 2022.
On March 4, 2022, 30,770 options were issued to the Vice President of Sales with
an exercise price of $0.55 and that vest in equal increments over three years on
the anniversary date of the grant. These options are valued at $11,000.
On June 1, 2022, 50,000 options were issued to the CFO with an exercise price of
$0.44 and vesting in equal increments on June 1, 2022, September 1, 2022,
December 1, 2022 and March 1, 2023, valued at $16,000.
On January 1, 2022, 30,000 options in the aggregate were issued to directors
with an exercise price of $0.63 and that vested in equal increments on January
1, 2022, April 1, 2022, July 1, 2022 and October 1, 2022, valued at $12,000 in
the aggregate.
On January 1, 2022, 35,000 options were issued to the CEO with an exercise price
of $0.63 and that vested in equal increments on January 1, 2022, April 1, 2022,
July 1, 2022 and October 1, 2022, valued at $14,000.
During June 2022, we conducted an evaluation of the status of an ERP software
customization project that had been initiated in July 2019 and was ongoing. As a
result of this evaluation, we elected to terminate this project effective June
30, 2022 and recorded an impairment against the capitalized investment in this
project of $51,000.
In July 2022, we announced a partnership between OmniMetrix, CPower Energy
Management ("CPower"), and Power Solutions Specialists TX ("PSS") designed to
help homeowners that install next-generation standby generators to earn
compensation for offering grid relief, known as "demand response," to the
Electric Reliability Council of Texas ("ERCOT"). CPower's demand response
solutions, combined with OmniMetrix's remote control capabilities, allow the
shifting of electricity production to PSS's best-in-class residential standby
generators for a few hours each year when the grid is stressed or ERCOT energy
pricing is high, without the homeowner needing to take any action. Homeowners
are compensated for signing up and possibly supplying grid offload by running
their generators for up to 12 hours per year. We do not expect this partnership
to begin generating revenue until late 2023.
On August 19, 2019, we entered into an agreement with a software development
partner to create and license to us a new software platform and application.
Pursuant to this agreement, we paid this partner equal monthly payments over the
first seven months of the term of the agreement equal to $200,000 in the
aggregate. We 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 gas
applications only. Commencing on January 1, 2021, we paid the partner a
quarterly licensing fee of $12,500 which was renegotiated to $4,450 effective
October 1, 2021. The per-sensor monitoring fees have not yet commenced. The
initial term of this agreement ended on August 19, 2022 and would have
automatically renewed for an additional year, but we delivered a written notice
of termination to the other party sixty days prior to the end of the initial
term. We are currently on a month-to-month arrangement paying a monthly
licensing fee of $1,500, and are working with the software development partner
to negotiate more favorable terms for future periods.
We entered into a new agreement effective May 1, 2020 for data hosting services,
replacing an expiring agreement with the same vendor. The agreement had a
twelve-month term. In January 2021, we elected to renew this agreement for an
additional twelve months under the same terms, extending the agreement to April
30, 2022. We did not extend this agreement for an additional one-year term
beyond the expiration of the previous term on April 30, 2022 and were under a
month-to-month arrangement which we terminated effective September 30, 2022.
Under the applicable data hosting services agreements, we paid $110,000 and
$158,000 in the years ended December 31, 2022 and 2021, respectively.
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 is $126,000 in design and development services ($14,000 was paid at
the commencement of this project and three equal installments of $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
substantially completed and the launch of the new customer portal is expected to
occur in the first half of 2023. We expect to incur additional costs to execute
the launch plan for the interface and to develop the corresponding mobile
application. The cost of the design project is capitalized, and amortization
will begin once the new interface is completed and ready to deploy.
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The master services agreement also covers the design, set-up and deployment of a
new Microsoft Azure cloud infrastructure to host our OmniView data servers,
which replaced our previous Peak 10 datacenter hosting environment. The new
infrastructure provides a more modern, agile and cost-effective environment in
which to grow our IoT connections and services. We invested $272,000 in this
initiative during the year ended December 31, 2022 and $166,000 during the year
ended December 31, 2021. The new Microsoft Azure cloud infrastructure
environment was completed and launched on May 1, 2022. The cost of this project
was capitalized, and amortization over an estimated useful life of seven years
began on May 1, 2022.
CRITICAL ACCOUNTING POLICIES
The SEC defines "critical accounting policies" as those that require application
of management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods.
The following discussion of critical accounting policies represents our attempt
to report on those accounting policies, which we believe are critical to our
consolidated financial statements and other financial disclosures. It is not
intended to be a comprehensive list of all of our significant accounting
policies, which are more fully described in Note 2 of the Notes to the
Consolidated Financial Statements included in this Annual Report. In many cases,
the accounting treatment of a particular transaction is specifically dictated by
generally accepted accounting principles, with no need for management's judgment
in their application. There are also areas in which the selection of an
available alternative policy would not produce a materially different result.
We have identified the following as critical accounting policies affecting our
Company: revenue recognition and stock-based compensation.
Revenue Recognition
Our revenue recognition policy is consistent with applicable revenue recognition
guidance and interpretations. The core principle of ASC 606 is to recognize
revenue when promised goods or services are transferred to customers in an
amount that reflects the consideration that is expected to be received for those
goods or services. ASC 606 defines a five-step process to achieve this core
principle, which includes: (1) identifying contracts with customers, (2)
identifying performance obligations within those contracts, (3) determining the
transaction price, (4) allocating the transaction price to the performance
obligation in the contract, which may include an estimate of variable
consideration, and (5) recognizing revenue when or as each performance
obligation is satisfied. We assess whether payment terms are customary or
extended in accordance with normal practice relative to the market in which the
sale is occurring. Our sales arrangements generally include standard payment
terms. These terms effectively relate to all customers, products, and
arrangements regardless of customer type, product mix or arrangement size.
If revenue recognition criteria are not satisfied, amounts received from
customers are classified as deferred revenue on the consolidated balance sheets
until such time as the revenue recognition criteria are met.
Sales of OmniMetrix monitoring systems include the sale of equipment ("HW") and
of monitoring services ("Monitoring"). Sales of OmniMetrix equipment do not
qualify as a separate unit of accounting. As a result, 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.
See Notes 11 and 12 for the disaggregation of our revenue for the periods
presented.
Stock-based Compensation
We recognize stock-based compensation expense based on the fair value
recognition provision of applicable accounting principles, using the
Black-Scholes option valuation method. Accordingly, we are required to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award and to recognize
that cost over the period during which an employee is required to provide
service in exchange for the award. Under the Black-Scholes method, we make
assumptions with respect to the expected lives of the options that have been
granted and are outstanding, the expected volatility, the dividend yield
percentage of our common stock and the risk-free interest rate at the respective
dates of grant.
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For our Acorn options, the expected volatility factor used to value stock
options in 2022 was based on the historical volatility of the market price of
our common stock over a period equal to the expected term of the options. For
the expected term of the option, we used an estimate of the expected option life
based on historical experience. The risk-free interest rate used is based upon
U.S. Treasury yields for a period consistent with the expected term of the
options. We assumed no quarterly dividend rate. We recognize stock-based
compensation expense on an accelerated basis over the requisite service period.
Due to the numerous assumptions involved in calculating share-based compensation
expense, the expense recognized in our consolidated financial statements may
differ significantly from the value realized by employees on exercise of the
share-based instruments. In accordance with the prescribed methodology, we do
not adjust our recognized compensation expense to reflect these differences.
For the years ended December 31, 2022 and 2021, we incurred stock compensation
expense with respect to options of $80,000 and $75,000, respectively.
See Note 8 to the consolidated financial statements for the assumptions used to
calculate the fair value of share-based employee compensation for Acorn options.
RESULTS OF OPERATIONS
The selected consolidated statement of operations data for the years ended
December 31, 2022 and 2021 and consolidated balance sheet data as of December
31, 2022 and 2021 has been derived from our audited consolidated financial
statements included in this Annual Report.
This data should be read in conjunction with our consolidated financial
statements and related notes included herein.
Selected Consolidated Statement of Operations Data:
For the Years Ended December 31,
2022 2021
(in thousands, except per share data)
Revenue $ 7,000 $ 6,776
Cost of sales 1,929 1,877
Gross profit 5,071 4,899
Research and development expenses 845 739
Selling, general and administrative expenses 4,804 4,168
Impairment of software 51 -
Operating loss (629 ) (8 )
Finance expense, net (2 ) (5 )
Loss before income taxes (631 ) (13 )
Income tax expense - -
Net loss after income taxes (631 ) (13 )
Non-controlling interest share of loss (2 ) (8 )
Net loss attributable to Acorn Energy, Inc.
stockholders $ (633 ) $ (21 )
Basic and diluted net loss per share attributable
to Acorn Energy, Inc. stockholders:
Net loss per share attributable to Acorn Energy,
Inc. stockholders - basic and diluted $ (0.02 ) $ (0.00 )
Weighted average number of shares outstanding
attributable to Acorn Energy, Inc. stockholders -
basic 39,698 39,688
Weighted average number of shares outstanding
attributable to Acorn Energy, Inc. stockholders -
diluted 39,698 39,688
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The following table sets forth certain information with respect to revenues and
profits of our reportable business segments for the years ended December 31,
2022 and 2021 (dollars in thousands), including the percentages of revenues
attributable to such segments. (See Note 11 to our consolidated financial
statements for the definitions of our reporting segments).
PG CP Total
Year ended December 31, 2022:
Revenues from customers $ 5,894 $ 1,106 $ 7,000Percentage of total revenues from customers 84 % 16 % 100 %
Segment gross profit
4,426 645 5,071
Year ended December 31, 2021:
Revenues from customers $ 5,787 $ 989 $ 6,776
Percentage of total revenues from customers 85 % 15 % 100 %
Segment gross profit 4,328 571 4,899
2022 COMPARED TO 2021
Revenue. In 2022, OmniMetrix recorded total revenue of $7,000,000, as compared
to total revenue of $6,776,000 in 2021, for an increase of $224,000 (3%). As
previously stated, OmniMetrix has two divisions: PG and CP. The PG segment
includes our monitoring device for generators, industrial air compressors and
our annunciator products. The CP segment includes our monitoring device for
cathodic protection systems on gas pipelines serving the gas utilities market
and pipeline operators. In 2022, revenue of $5,894,000 was attributed to the PG
segment and revenue of $1,106,000 was attributed to the CP segment, as compared
to the 2021 revenue of $5,787,000 that was attributed to the PG segment and
$989,000 that was attributed to the CP segment. Increased revenue in PG was due
to an increase in hardware revenue. During the year ended December 31, 2021, we
recorded $112,000 in revenue from the sale of custom TG Pro units that were
designed to large customer specifications and monitored by the customer; thus,
the revenue was not deferred. We did not have any custom unit orders in the year
ended December 31, 2022. The PG hardware revenue during the year ended December
31, 2021, excluding the revenue from the sale of the custom units, was
$1,906,000 compared to $2,234,000 during the year ended December 31, 2022; thus,
the increase in PG hardware revenue excluding the custom units was 17%. We also
had an increase in CP hardware revenue of $126,000 (17%) from $728,000 during
the year ended December 31, 2021 to $854,000 during the year ended December 31,
2022. The overall increase in hardware revenue was due to a higher percentage of
commercial and industrial (C&I) customers in our customer mix for which the
products have a higher price point versus residential (RESI) customers. With
respect to the specific products, this increase was attributed to Hero-2 and TG
Pro revenue and to a lesser extent TG-2 revenue in addition to engineering
service income realized, offset by a decrease in revenue from the Hero-1,
Patriot and TG-1 products. Monitoring revenue decreased $118,000 (3%) from
$4,030,000 during the year ended December 31, 2021 to $3,912,000 during the year
ended December 31, 2022. The decrease in monitoring revenue was due to the
impact of the connections for which monitoring was discontinued as a result of
sunsetting 3G technology in addition to certain monitoring rebates applied for
two of our larger customers, one in CP and one in PG.
Gross profit. Gross profit was $5,071,000, reflecting a gross margin of 72% on
revenue, in 2022 compared with a gross profit of $4,899,000, also reflecting a
72% gross margin on revenue, in 2021. Gross margin on hardware revenue for the
year ended December 31, 2022 was 48% compared to 44% for the year ended December
31, 2021. Gross margin on monitoring revenue was 92% for the year ended December
31, 2022 compared to 91% for year ended December 31, 2021.
Research and development ("R&D") expense. During 2022, OmniMetrix recorded
$845,000 of R&D expense as compared to $739,000 in 2021, an increase of $106,000
(14%). The increase in R&D expense in 2022 is related to increases in wages and
bonuses paid to our engineering personnel in 2022 and the expenses and materials
paid to third-party consultants in 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 2023 due to engineering salary increases
granted effective October 1, 2022 and for continued investment in work on
certain initiatives to redesign products and expand product lines to increase
our level of innovation ahead of our competitors.
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Selling, general and administrative ("SG&A") expense. Consolidated SG&A expense
in 2022 increased by $636,000 (15%), from $4,168,000 in 2021 to $4,804,000 in
2022. Corporate overhead increased by $26,000, from $933,000 in 2021 to $959,000
in 2022, due to increases in audit fees and investor relations expenses offset
by a decrease in tax professional fees. OmniMetrix's SG&A expense increased
$610,000 (19%), from $3,235,000 in 2021 to $3,845,000 in 2022. This increase was
primarily due to increases of (i) $248,000 in personnel expenses related to
bonuses, promotional wage increases, staff additions and stock compensation
expense, (ii) $212,000 in technology expenses related to technology consulting,
amortization of technology investments and increased managed services expenses,
(iii) $55,000 in sales commissions, (iv) $53,000 in travel related expenses, and
(v) $45,000 increase in depreciation related to additional office equipment and
computers purchased in 2021 and 2022 and a net decrease of $3,000 in other
expense accounts. We anticipate that our annual SG&A costs in 2023 will increase
by approximately 15% due to increasing wage and benefit expenses and due to our
continuing investments in technology and operations.
During June 2022, we conducted an evaluation of the status of an ERP software
customization project that had been initiated in July 2019 and was ongoing. As a
result of this evaluation, we elected to terminate this project effective June
30, 2022 and recorded an impairment against the capitalized investment in this
project of $51,000.
Finance expense, net. Finance expense in 2022 was $2,000, compared to $5,000 in
2021, primarily related to insurance financing arrangements.
Net loss attributable to Acorn Energy. We had a net loss attributable to Acorn
of $633,000 in 2022 as compared to net loss attributable to Acorn of $21,000 in
2021. Our loss in 2022 is comprised of net income at OmniMetrix of $331,000,
corporate expense of $962,000, offset by $2,000 representing the non-controlling
interest share of our income in OmniMetrix. Our loss in 2021 is comprised of net
income at OmniMetrix of $921,000, corporate expense of $934,000, offset by
$8,000 representing the non-controlling interest share of our income in
OmniMetrix.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2022, we had a negative working capital of $561,000. Our working
capital includes $1,450,000 of cash and deferred revenue of $3,984,000. Such
deferred revenue does not require a significant cash outlay for the revenue to
be recognized. Total deferred revenue increased by $778,000, from $5,393,000 at
December 31, 2021 to $6,171,000 at December 31, 2022, as a result of the
increase in cash sales which we amortize over a three-year period in accordance
with GAAP. Net cash decreased during the year ended December 31, 2022 by
$272,000, of which $31,000 was provided by operating activities, $308,000 was
used in investing activities, and $5,000 was provided by financing activities.
During the year ended December 31, 2022, our operating activities provided
$31,000 of net cash. Our OmniMetrix subsidiary provided $916,000 from its
operations while our corporate headquarters used $885,000 in its operating
activities during the period. OmniMetrix's inventory balance increased by
$172,000 at December 31, 2022 as compared to December 31, 2021, due to our
continuing efforts to mitigate the supply chain challenges and have adequate
safety stock on hand. During the year ended December 31, 2021, our operating
activities provided $132,000. Our OmniMetrix subsidiary provided $1,035,000 from
its operations while our corporate headquarters used $903,000 in its operating
activities during the same period.
During the year ended December 31, 2022, net cash of $308,000 was used in
investing activities, primarily in our technology infrastructure. These
investments were primarily related to the design of our new Azure cloud server
environment, as well as investments in the development of our new user interface
for our PG customers and hardware and software upgrades. Net cash of $324,000
was used in investing activities in 2021 which was also related to the
technology investments in which we continued to invest in 2022.
22
Net cash of $5,000 was provided by financing activities during the year ended
December 31, 2022 which represents proceeds from the exercise of stock options.
Net cash of $149,000 was used by financing activities during the year ended
December 31, 2021 as repayments on our line of credit. We elected not to renew
OmniMetrix's line of credit and it expired in accordance with its terms on
February 28, 2021. If we decide to pursue additional financing for OmniMetrix 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 a combination of the above. The availability and amount of any
additional loans from Acorn to OmniMetrix may be limited by the working capital
needs of our corporate activities. Whether Acorn will have the resources
necessary to provide funding, or whether alternative funds, such as third-party
loans or investments, will be available at the time and on terms acceptable to
Acorn and OmniMetrix cannot be determined at this time.
Other Liquidity Matters
OmniMetrix owes Acorn $3,677,000 for loans, accrued interest and expenses
advanced to it by Acorn. OmniMetrix has made monthly payments to Acorn of
varying amounts since the second quarter of 2019. In 2022, OmniMetrix made
payments to Acorn of $985,000 offset by interest of $179,000, dividends of
$76,000 due to Acorn and $190,000 in shared expenses paid by Acorn. OmniMetrix
will continue to make payments to Acorn against this balance as long as
OmniMetrix is generating sufficient cash to allow such repayments. This
intercompany balance is eliminated in consolidation.
We had $1,450,000 of cash on December 31, 2022, and $1,480,000 on March 14,
2023. We believe that such cash, plus the cash expected to be generated from
operations, will provide sufficient liquidity to finance the operating
activities of Acorn and OmniMetrix at their current level of operations for the
twelve months from the issuance of these 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 December 31, 2022.
CASH PAYMENTS DUE TO CONTRACTUAL OBLIGATIONS
Years Ending December 31,
(in thousands)
Total 2023 2024-2025 2026-2027
Software agreements $ 32 $ 30 $ 2 $ -
Operating leases* 357 128 229 -
Contractual services 35 34 1 -
Purchase obligations** 255 255 - -
Total contractual cash obligations $ 679 $ 447 $ 232 $ -
*Reflects the gross amount of the operating lease liabilities. Does not include
rent amounts to be received under the sublease.
**Reflects open purchase orders for components/parts to be delivered over the
next twelve months as sales forecast requires.
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