What changed in this filing

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Item 1. Business

2025-03-06 compared with 2024-03-07 · 118 added, 118 removed, 93 unchanged (72% of the section changed)

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We provide the following products and Internet of Things (“IoT”) applications and services through our OmniMetrix, LLC (“OmniMetrix”)

Generation (“PG”) monitoring.

OmniMetrix offers PG wireless monitoring and control IoT solutions encompassing

wireless remote monitoring devices and applications for both residential and commercial/industrial power generation equipment.

includes our suite of TrueGuard products as well as our AIRGuard product, designed for remote monitoring and control of industrial air

compressors, as well as a Smart Annunciator product.

This Smart Annunciator product, tailored for commercial clients, provides a visual

representation of a generator’s status through a touch-screen display, offering real-time updates on its current state.

Protection (“CP”) monitoring.

OmniMetrix specializes in CP monitoring, offering remote monitoring and control

products specifically tailored for cathodic protection systems utilized in gas pipelines, serving gas utilities market and pipeline

Our CP product lineup, which features solutions for remote monitoring and control of rectifiers, test stations and bonds,

is our Hero and Patriot lines of products.

Additionally, we offer the RAD TM (Remote AC Mitigation Disconnect), an

industry-first innovation designed to mount onto existing Solid-state Decouplers in the field.

This device enables remote

disconnection/connection of AC mitigation tools, significantly reducing a customer's expenses while enhancing employee

Generation (“PG”).

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

applications for residential and commercial/industrial power generation equipment.

This includes OmniMetrix’s TrueGuard power

generator monitors and AIRGuard product, which remotely monitors and controls industrial air compressors, and its Smart Annunciator

product, which is typically sold to commercial customers that require a visual representation of the generator’s status and

has a touchscreen display that indicates the current state of that generator.

Protection (“CP”).

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.

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 safety.

2024, each of our PG and CP activities represented a reportable segment.

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Year ended December 31, 2024

Cost of sales

Cost of goods sold (COGS)

Gross profit margin

Selling, general and administrative expenses

Research and development (R&D) expense

Selling, general and administrative (SG&A) expense

Operating income (loss)

Year ended December 31, 2023

Cost of sales

Gross profit margin

Selling, general and administrative expenses

Impairment of software

Operating income (loss)

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customers, OmniMetrix believes it plays a key role in this economic ecosystem within the sectors in which it operates.

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

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, other impacts of climate change, 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.

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 market.

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

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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.

Additionally, 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.

As the name suggests, the Hero 2 Rectifier 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.

Additionally, 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

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monitoring is part of the IoT ecosystem, whereby multiple sensing and monitoring devices are aggregated into one simple dashboard for

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

OmniMetrix can monitor and control all major brands of standby generators and continues to innovate, it is well-positioned to compete

in this market.

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

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taken place after the fact.

There was no diagnostic data opportunity, but service organizations could, at best, practice a reactive service

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 remote machinery, which allows 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 even a zero-trip solution.

At this phase, service organizations could be

efficient, proactive, and provide a higher level of customer satisfaction.

They could also manage more customers by using remote

Customers have provided OmniMetrix feedback regarding how customer service teams are able to work “smarter”

and more efficiently by going directly to problem sites with the appropriate people, parts and solutions, thus increasing the value

of their businesses.

is now focused on expanding its product offerings while also executing its third phase of evolution, maturing the high-performance data

collection design point into the first provider offering of automated prognostic solutions.

For example, as most generator failures are

the result of consumables, and as those consumables can be monitored, the consumption trends can be extrapolated into predictions of

the most common failure modes.

OmniMetrix’s PG monitors have been installed on commercial, industrial

and residential generators from original equipment manufacturers (“OEMs”) such as Caterpillar, Kohler, Generac, Cummins, Briggs

& Stratton, MTU Solutions and other generator manufacturers.

OmniMetrix provides dual value propositions to the generator service

organizations as well as to the machine owner.

The dealers benefit from the receipt of performance data and status conditions from the

generators they service for their customers, which allows the dealer service organization to be proactive in their delivery of service

to their customers, as well as analyzing the remote machines before dispatching a service truck.

Since the majority of service and warranty

costs are incurred by the service providers, preemptive analysis of customer site conditions prior to dispatch can reduce their labor

From the machine owner’s perspective, the OmniMetrix product provides a powerful tool to be used in their efforts to avoid

failures that come from consumables such as batteries and fuel.

With proper monitoring, 95% of machine failures can be avoided completely.

This migration from failure reporting to failure prevention is fundamentally OmniMetrix’s focus and is the result of a strong data

collection and analysis design point.

We believe that this transition to prognostics sets OmniMetrix apart from its competitors, many

of whom are still in the failure reporting phase of application development.

OmniMetrix has also shifted its primary focus to the commercial

and industrial segments from residential due, in part, to the ability to customize our products to the customers’ specifications.

There was no diagnostic data opportunity, but service organizations could practice a reactive service approach.

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 remote machinery, which allows 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 appropriate

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

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

a higher level of customer satisfaction.

They could also manage more customers by using remote monitoring.

Service providers have provided

OmniMetrix feedback regarding how customer service teams are able to work “smarter” and more efficiently by going directly

to problem sites with the appropriate people, parts and solutions, thus increasing the value of their businesses.

is now focused on expanding its product offerings while also executing the development and launch of new advanced versions of its existing

power generation monitoring products.

This includes maturing the high-performance data collection design point into the first provider

offering of automated prognostic solutions.

For example, as most generator failures are the result of consumables, and as those consumables

can be monitored, the consumption trends can be extrapolated into predictions of the most common failure modes.

PG monitors have been installed on commercial, industrial and residential generators from original equipment manufacturers (“OEMs”)

such as Caterpillar, Kohler, Generac, Cummins, Briggs & Stratton, MTU Solutions and other generator manufacturers.

OmniMetrix provides

dual value propositions to the generator dealer service organizations as well as to the machine owner.

The dealers benefit from the receipt

of performance data and status conditions from the generators they service for their customers, which allows the dealer service organization

to be proactive in their delivery of service to their customers, as well as in analyzing the remote machines before dispatching a service

Since the majority of service and warranty costs are incurred by the service providers, preemptive analysis of customer site conditions

prior to dispatch can significantly reduce their labor cost.

From the machine owner’s perspective, the OmniMetrix product provides

a powerful tool to be used in their efforts to avoid failures that come from consumables such as batteries and fuel.

With proper monitoring,

95% of machine failures can be avoided completely.

This migration from failure reporting to failure prevention is fundamentally OmniMetrix’s

focus and is the result of a strong data collection and analysis design point.

We believe that this transition to prognostics sets OmniMetrix

apart from its competitors, many of whom are still in the failure reporting phase of application development.

OmniMetrix has also shifted

its primary focus to commercial and industrial segments from residential due, in part, to the ability to customize our products to the

customers’ specifications.

We have also increased our marketing efforts to end users in an effort to increase demand for our services.

These efforts have proven

to be successful, and OmniMetrix continues to execute on that strategy.

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

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

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are two types of competitors in the PG marketplace:

Independent monitoring organizations produce the monitoring systems, but

not the equipment being monitored.

Aside from OmniMetrix, such companies include Ayantra, FleetZOOM, Gen-Tracker, and PowerTelematics

in the high-performance power generation monitoring segment.

Other competitors operate in the reactive “failure notification”

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

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.

monitoring organizations produce monitoring systems, but not the equipment being monitored.

Aside from OmniMetrix, such companies

include Ayantra, FleetZOOM, Gen-Tracker, and PowerTelematics in the high-performance power generation monitoring segment.

Other competitors

operate in the reactive “failure notification” mode described in the early stages of the OmniMetrix business model.

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.

such as generator manufacturers or generator controls manufacturers that offer customer connectivity to their machinery.

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Their offerings are limited

to their own brands, so they do not fit into broad applications like the OmniMetrix products that service all brands.

They are also

generally designed for the machine owners’ use, in a reactive application, similar to lower-performance, lower-priced market competitors.

We believe OmniMetrix has a well-established and well-defended position

in the high-performance PG monitoring segment, due to its long history and numerous industry partner projects.

While the execution of

our aggressive sales strategy was interrupted by the impact of COVID-19, the Company has resumed an aggressive sales effort, including

pursuit of the market segment requiring less technology and lower price (the extremely large residential generator market) as well as developing

more sophisticated, diagnostic products and custom solutions for commercial and industrial clientele.

Within 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

We believe that OmniMetrix systems provide greater functionality than these competitors, though those competitors are much

larger and have greater resources, potentially enabling better channel penetration in the future than OmniMetrix has accomplished in the

to their own brands, so they do not fit into broad customer applications like the OmniMetrix products that service all brands.

are also generally designed for the machine owners’ use, in a reactive application, similar to lower-performance, lower-priced

market competitors.

believe OmniMetrix has a well-established and well-defended position in the high-performance PG monitoring segment, due to its long history

and numerous industry partner projects.

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

the Company subsequently resumed its comprehensive marketing efforts, developing more sophisticated, diagnostic products and custom solutions

for commercial and industrial clientele and pursuing the market segment that requires less technology and lower price points (the extremely

large and growing residential generator market).

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.

We believe that OmniMetrix systems provide greater functionality

than these competitors, though those competitors are much larger and have greater resources, potentially enabling better channel penetration

in the future than OmniMetrix has accomplished to date.

has always focused on being the technology leader in its markets, and as a result has created many “industry firsts” and

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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.

valid patents issued.

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

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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.

The sublease commenced on October 1, 2021 and also

continues through September 30, 2025.

We are currently considering new office space while also discussing potential renewal terms with

our landlord.

of December 31, 2024, OmniMetrix had a backlog of $4.2 million, primarily comprised of deferred revenue, of which $3.5 million is expected

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This compares to a backlog of $5.6 million at December 31, 2023.

AND DEVELOPMENT EXPENSE, NET

and development expense recorded for the years ended December 31, 2023 and 2022 for our OmniMetrix subsidiary is as follows (amounts

in thousands of U.S.

Since September 1, 2023, OmniMetrix

recognizes revenue, COGS and commissions from the sale of the new version of its hardware products sold when the product is shipped rather

than over the estimated time that the unit is in service for the customer which is the reason for the decrease in the backlog.

See discussion

under Results of Operations under Item 7 below.

expense recorded for the years ended December 31, 2024 and 2023 for our OmniMetrix subsidiary is as follows (amounts in thousands of

Years ended December 31,

December 31, 2024, we had a total of 26 employees (all of whom were employed in the United States by OmniMetrix), of whom 25 were full-time

and 1 was part-time.

and one was 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 Acorn.

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

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

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

engineering and information technology.

of OmniMetrix’s 26 employees are engaged in production, engineering and technical support, eight in marketing and sales and five

in finance and IT.

We consider our relationship with our employees to be positive.

We have no collective bargaining agreements with

any of our employees.

We have no collective bargaining agreements with any

of our employees.

Financial Information

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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