What changed in this filing

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Item 1. Business

2023-03-16 compared with 2022-03-31 · 86 added, 76 removed, 118 unchanged (58% of the section changed)

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OmniMetrix’s PG services provide wireless remote monitoring and control systems

and IIoT applications for residential and commercial/industrial power generation equipment.

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 with a new commercial

or industrial generator and has a display screen that indicates the current status of that generator.

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.

Protection (“CP”) monitoring.

OmniMetrix’s CP services provide remote monitoring and control products for cathodic

protection systems on 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, and offers a 21 st century data management platform

with OmniPRO.

OmniMetrix’s CP services provide 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 RAD TM (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

2022, each of our PG and CP activities represented a reportable segment.

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following tables show, for the periods indicated, the financial results (dollar amounts in thousands) attributable to each of our consolidated

Year ended December 31, 2021

Cost of sales

Gross profit margin

Selling, general and administrative expenses

Operating income (loss)

ended December 31, 2022

Cost of sales

Gross profit margin

Selling, general and

administrative expenses

Operating income (loss)

profit margin

general and administrative expenses

income (loss)

ended December 31, 2021

profit margin

general and administrative expenses

income (loss)

– POWER GENERATION MONITORING AND CONTROL AND CATHODIC PROTECTION MONITORING AND CONTROL

LLC is a Georgia limited liability company based in Buford, Georgia that develops and markets wireless remote monitoring and control

systems and services for critical assets (including stand-by power generators, pumps, pumpjacks, light towers, turbines, compressors,

fire pumps and other industrial equipment) and multiple markets in the IoT ecosystem, as well as cathodic protection solutions for the

pipeline industry (gas utilities and pipeline companies).

Acorn owns 99% of OmniMetrix, with the remaining 1% owned by OmniMetrix’s

the emergence of 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 rapidly growing need for

backup power infrastructure to secure critical military, government, and private sector assets against emergency events including terrorist

attacks, natural disasters, demand response and cybersecurity threats.

Residential and industrial standby generators, turbines, compressors,

pumps, pumpjacks, light towers and other industrial equipment are part of the critical infrastructure increasingly becoming monitored

in IoT applications.

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 is well-positioned to grow its customer base and expand its product

offerings in this market.

the PG segment, OmniMetrix sells a line of devices and services built on its baseline TrueGuard wireless remote monitor.

is a Georgia limited liability company based in Buford, Georgia that develops and markets wireless remote monitoring and control systems

and services for critical assets (including stand-by power generators, pumps, pumpjacks, light towers, turbines, compressors, fire pumps

and other industrial equipment) and multiple markets in the IoT ecosystem, as well as cathodic protection solutions for the pipeline

industry (gas utilities and pipeline companies).

Acorn owns 99% of OmniMetrix, with the remaining 1% owned by OmniMetrix’s former

the emergence of 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 rapidly

growing need for backup power infrastructure to secure critical military, government, and private sector assets against emergency

events including terrorist attacks, natural disasters, demand response and cybersecurity threats.

Residential and industrial standby

generators, turbines, compressors, pumps, pumpjacks, light towers and other industrial equipment are part of the critical

infrastructure increasingly being 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 is well-positioned to grow its customer base and expand its product offerings in this

the PG segment, OmniMetrix sells a line of devices and services built on our baseline TrueGuard wireless remote monitor.

These devices

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product provides the ability to identify whether an emergency generator is capable of operating as expected.

OmniMetrix also sells its

OmniMetrix also sells our

AIRGuard product which remotely monitors and controls industrial air compressors and our Smart Annunciator product which is typically

sold with a new commercial or industrial generator and indicates the current status of that generator on a large touch screen display.

the CP segment, OmniMetrix offers two primary product lines:

the Hero 2 Rectifier Monitor and the Patriot Test Station Monitor.

of these products are used to monitor cathodic protection systems, a process which reduces rust and corrosion on pipelines used to transport

As the name suggests, the Hero 2 Rectifier Monitor product monitors and controls the operation of the rectifiers, which

are a critical component in the effort to prevent corrosion and are also the most common point of failure in the pipeline system.

Patriot Test Station Monitor is also used to provide data points along the pipeline segment powered by the rectifier.

its core, the OmniMetrix PG monitors (TrueGuard PRO and TrueGuard 2) can remotely monitor and control a variety of industrial engine

applications, including engines, standby generators, air and gas compressors, fire pumps, batteries, turbines, pumps and other equipment.

sold to commercial customers that require a visual representation of the generator’s status and has a large touch-screen display.

the CP segment, OmniMetrix offers three primary product lines:

the Hero 2 Rectifier Monitor, the Patriot Plus Test Station Monitor, and

the RAD TM (Remote AC Mitigation Disconnect).

All of these products are used to monitor cathodic protection systems, a process

which reduces rust and corrosion on pipelines used to transport natural gas.

As the name suggests, the Hero 2 Rectifier Monitor product

monitors and controls the operation of the rectifiers, which are a critical component in the effort to prevent corrosion and are also

the most common point of failure in the pipeline system.

The Patriot Plus Test Station Monitor is also used to provide data points along

the pipeline segment powered by the rectifier including AC current density.

The industry’s first and patented RAD mounts onto existing

Solid-state Decouplers in the field and can remotely disconnect/connect these AC mitigation tools which drastically reduces company expense

while increasing employee safety.

its core, the OmniMetrix family of PG monitors (TrueGuard PRO and TrueGuard 2) can remotely monitor and control a variety of industrial

engine applications, including engines, standby generators, air and gas compressors, fire pumps, batteries, turbines, pumps and other

Early in the company’s history, a strategic decision was made to focus primarily on the standby power generation market.

past several years, the company has expanded its focus to add several additional applications where it sees demand.

In the past several years, the company has expanded its focus to add several additional applications where it sees demand.

Standby generator

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OmniMetrix can monitor and control all major brands of standby generators, it is well-positioned to compete in this market.

the first stages of OmniMetrix’s PG product and market development, relatively unsophisticated generator controls and early generation

the early stages of OmniMetrix’s PG product and market development, relatively unsophisticated generator controls and early generation

cellular and satellite communication processes limited the applications to alarm delivery.

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the advent of second-generation cellular systems and newer, computerized engine controls, OmniMetrix migrated to a design point of collecting

large amounts of performance data from the remote machinery, allowing service organizations to perform diagnostics on equipment before

large amounts of performance data from remote machinery, allowing service organizations to perform diagnostics on equipment before

dispatching service.

These enhanced control panels allowed the service organization to put the right person in the right truck with the

right parts to affect a one-trip or a zero-trip solution.

right parts to effect a one-trip or a zero-trip solution.

At this phase, service organizations could be efficient, proactive, and provide

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These efforts have proven to be successful, and OmniMetrix continues to execute on that strategy.

is a vertical market company, deeply focused on providing an excellent customer experience and product and service designs for a complete

is a vertical market company, deeply focused on providing excellent customer experience and product and service designs for a complete

end-to-end program for its customers.

Having been the first provider of wireless remote monitoring systems for standby generators, the

company has had the opportunity to mature its offering to a level not offered by others who might like to compete in these two segments.

company has had the opportunity to mature its offering to a level not offered by others who compete in our two segments.

This long experience working with key brand and project partners over the years has resulted in product offerings that are highly competitive.

are two types of competitors in the PG marketplace:

monitoring organizations (such as OmniMetrix) that produce the monitoring systems, but not the equipment being monitored.

monitoring organizations (such as OmniMetrix) produce the monitoring systems, but not the equipment being monitored.

are companies such as Ayantra, FleetZOOM, Gen-Tracker, and PowerTelematics.

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notification” mode described in the early stages of the OmniMetrix business model.

These competitors position themselves at

a lower-performance, lower-price quadrant of the market typically due to reduced amount of data their products can collect from the

These competitors position themselves in

a lower-performance, lower-price quadrant of the market typically due to the lesser amount of data their products can collect from the

generator’s control panel compared to OmniMetrix.

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While the execution of our aggressive sales strategy was interrupted by the impact of COVID-19,

the company has recently resumed an aggressive sales effort into the market segment requiring less technology and lower price (including

the company has resumed an aggressive sales effort into the market segment requiring less technology and lower price (including

the extremely large residential generator market) as well as developing more sophisticated, diagnostic products and custom solutions

for commercial and industrial clientele.

the CP marketplace, there are no OEM competitors, but there are several companies that provide monitoring companies similar to OmniMetrix

the CP marketplace, there are no OEM competitors, but there are several companies that provide monitoring capabilities similar to OmniMetrix

such as Mobiltex Solutions, Abriox, Elecsys, and American Innovations.

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public disclosure of many processes to prevent others from making later patent claims on those items.

Nonetheless, OmniMetrix has six

issued patents.

Furthermore, the company has agreements with its employees and consultants which establish certain non-disclosure and,

in some cases, non-compete, requirements.

Nonetheless, OmniMetrix has four

issued valid patents.

Furthermore, the company has agreements with its employees and consultants which establish certain non-disclosure

and, in some cases, non-compete, requirements.

OmniMetrix continually evaluates whether and how to best protect its intellectual property,

but there can be no assurance that its efforts will be successful in all cases.

activities are currently conducted in approximately 21,000 square feet of office and production space in the Hamilton Mill Business Park

located in Buford, Georgia under a lease that has been extended from its original expiration date of April 30, 2020 to September 30,

OmniMetrix is currently utilizing only a portion of these leased facilities and expects to grow into a portion of the currently

unused space.

On July 6, 2021, the Company entered into an agreement with King Industrial Realty, Inc., to sublease from the Company

1,900 square feet of unused office space.

The sublease commenced on October 1, 2021 and will run through September 30, 2025 which is

the end of the Company’s lease term with its landlord.

of December 31, 2021, OmniMetrix had a backlog of approximately $5.4 million, primarily comprised of deferred revenue, of which approximately

$3.5 million is expected to be recognized as revenue in 2022.

This compares to a backlog of approximately $4.5 million at December 31,

activities are currently conducted in 21,000 square feet of office and production space in the Hamilton Mill Business Park located in

Buford, Georgia, under a lease that expires September 30, 2025.

On July 6, 2021, the Company entered into an agreement with King Industrial

Realty, Inc., to sublease from the Company 1,900 square feet of unused office space.

The sublease commenced on October 1, 2021 and will

run through September 30, 2025, which is the end of the Company’s lease term with its landlord.

of December 31, 2022, OmniMetrix had a backlog of $6.2 million, primarily comprised of deferred revenue, of which $4.0 million is expected

to be recognized as revenue in 2023.

This compares to a backlog of $5.4 million at December 31, 2021.

AND DEVELOPMENT EXPENSE, NET

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ended December 31,

December 31, 2021, we employed a total of 25 employees – all of which were full-time employees employed by OmniMetrix in the U.S.

Our CEO, who also serves as acting CEO of OmniMetrix, and our CFO, who also serves as COO of OmniMetrix, are hired as consultants to

OmniMetrix also has consultants that supplement our employed staff and provide monthly recurring services in human resources, accounting

and information technology.

of OmniMetrix’s 25 employees are engaged in production, engineering and technical support, ten in marketing and sales and four

December 31, 2022, we had a total of 28 employees (all of whom were employed in the United States by OmniMetrix), of whom 26 were full-time

and 2 were part-time.

Our CEO, who also serves as acting CEO of OmniMetrix, and our CFO, who also serves as COO of OmniMetrix, are hired

as consultants to us.

OmniMetrix also has consultants that supplement our employed staff and provide monthly recurring services in human

resources, accounting and information technology.

of OmniMetrix’s 28 employees are engaged in production, engineering and technical support, ten in marketing and sales and seven

in finance and IT.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business