UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35212

PIONEER POWER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-1347616
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Kelby Street, 12th Floor Fort Lee, New Jersey (Address of principal executive offices) 07024 (Zip Code)

400 Kelby Street, 12th Floor

Fort Lee, New Jersey

07024

(Address of principal executive offices)

(Zip Code)

(212) 867-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PPSI		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of ~~October~~November 713, 2024, was 1011,~~917~~012,~~038~~503.

PIONEER POWER SOLUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended ~~June~~September 30, 2024

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024, and 2023	1
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024, and 2023	1
Consolidated Balance Sheets at June 30, 2024 (Unaudited) and December 31, 2023	2
Condensed Consolidated Balance Sheets at September 30, 2024 (Unaudited) and December 31, 2023	2
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024, and 2023	3
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024, and 2023	3
Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024, and 2023	4
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024, and 2023	4
Notes to Consolidated Financial Statements	5
Notes to Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2625
Item 3. Defaults Upon Senior Securities	2625
Item 4. Mine Safety Disclosures	2625
Item 5. Other Information	2625
Item 6. Exhibits	2625

PART I - FINANCIAL INFORMATION

~~Item~~ITEM 1. FINANCIAL STATEMENTS

PIONEER POWER SOLUTIONS, INC.

~~Consolidated~~Condensed Consolidated Statements of Operations

(In thousands, except for share and per share amounts)

(Unaudited)

	2024			2023 (As Restated)			2024			2023 (As Restated)
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2024			2023 (As Restated)			2024			2023 (As Restated)
Revenues	$	610,~~340~~911		$	1211,~~282~~453		$	1425,~~930~~841		$	2133,~~838~~291
Cost of goods sold		58,~~687~~845			87,~~404~~755			1221,~~549~~394			1522,~~127~~882
Gross profit		~~653~~2,066			3,~~878~~698			24,~~381~~447			610,~~711~~409
Operating expenses
Selling, general and administrative		2,~~715~~907			32,~~089~~758			58,~~338~~245			58,~~246~~004
Research and development		~~238~~256			-			~~449~~705			-
Total operating expenses		23,~~953~~163			32,~~089~~758			58,~~787~~950			58,~~246~~004
(Loss) income from operations		(21,~~300~~097	)		~~789~~940			(34,~~406~~503	)		12,~~465~~405
Interest income		(17	)		(79	)		(48	)		(132	)
Interest expense (income)		23			(60	)		(25	)		(192	)
Other expense (income), net		-1			20(11	)		(4039	)		7(4	)
(Loss) income before income taxes		(21,~~283~~121	)		~~848~~1,011			(34,~~318~~439	)		12,~~590~~601
Income tax expense		-			-			-			-
Net (loss) income	$	(21,~~283~~121	)	$	~~848~~1,011		$	(34,~~318~~439	)	$	12,~~590~~601
(Loss) income per share:
Basic	$	(0.2110	)	$	0.0910		$	(0.3242	)	$	0.1626
Diluted	$	(0.2110	)	$	0.0810		$	(0.3242	)	$	0.1526
Weighted average common shares outstanding:
Basic		10,~~920~~917,~~125~~038			910,~~908~~010,~~434~~226			10,~~518~~652,~~659~~911			9,~~838~~896,~~989~~850
Diluted		10,~~920~~917,~~125~~038			10,~~746~~250,~~601~~099			10,~~518~~652,~~659~~911			10,~~677~~049,~~156~~009

The accompanying notes are an integral part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

~~Consolidated~~Condensed Consolidated Balance Sheets

(In thousands, except for share amounts)

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)	~~(Unaudited)~~
ASSETS
Current assets
Cash	$	63,~~512~~080		$	3,582
Accounts receivable, net of allowance for credit losses of $150 and $97 as of June 30, 2024 and December 31, 2023, respectively		5,900			9,010
Accounts receivable, net of allowance for credit losses of $52 and $97 as of September 30, 2024 and December 31, 2023, respectively		9,799			9,010
Inventories		1216,~~657~~099			7,579
Prepaid expenses and other current assets		72,~~946~~476			7,512
Total current assets		3331,~~015~~454			27,683
Property and equipment, net		4,~~226~~705			3,899
Operating lease right-of-use assets		~~399~~3,546			760
Financing lease right-of-use assets		~~309~~278			403
Deferred financing costs		-			195
Other assets		75			82
Total assets	$	3840,~~024~~058		$	33,022
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1211,~~507~~071		$	12,609
Current portion of operating lease liabilities		~~302~~751			582
Current portion of financing lease liabilities		~~123~~120			139
Deferred revenue		810,~~943~~409			4,932
Total current liabilities		2122,~~875~~351			18,262
Operating lease liabilities, non-current portion		~~121~~2,818			215
Financing lease liabilities, non-current portion		~~200~~173			278
Other long-term liabilities		4036			49
Total liabilities		2225,~~236~~378			18,804
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued		-			-
Common stock, $0.001 par value, 30,000,000 shares authorized; 10,917,038 and 9,930,022 shares issued and outstanding on June 30, 2024 and December 31, 2023, respectively		11			10
Common stock, $0.001 par value, 30,000,000 shares authorized; 10,917,038 and 9,930,022 shares issued and outstanding on September 30, 2024 and December 31, 2023, respectively		11			10
Additional paid-in capital		38,~~724~~737			33,837
Accumulated deficit		(2224,~~947~~068	)		(19,629	)
Total stockholders’ equity		1514,~~788~~680			14,218
Total liabilities and stockholders’ equity	$	3840,~~024~~058		$	33,022

The accompanying notes are an integral part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

~~Consolidated~~Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2024			2023 (As Restated)
	Six Months Ended
	June 30,
	2024			2023 (As Restated)
Operating activities
Net (loss) income	$	(34,~~318~~439	)	$	12,~~590~~601
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		~~286~~471			~~227~~370
Amortization of right-of-use financing leases		6393			~~205~~269
Amortization of right-of-use operating leases		~~361~~551			~~340~~514
Change in allowance for credit losses		53(46	)		4480
Stock-based compensation		~~321~~334			~~962~~1,246
Other		-			(1315	)
Changes in current operating assets and liabilities:
Accounts receivable		~~2,833~~(966	)		31,~~774~~642
Inventories		(58,~~078~~520	)		(~~295~~1,095	)
Prepaid expenses and other assets		~~(422~~5,048	)		~~224~~(2,990	)
Income taxes		(5	)		(4	)
Accounts payable, accrued liabilities and other liabilities		(~~110~~1,550	)		~~(449~~2,407	)
Deferred revenue		45,~~011~~477			(54,~~896~~733	)
Operating lease liabilities		(~~374~~566	)		(~~343~~520	)
Net cash (used in)/ provided by operating activities		(1,379	)		366
Net cash used in operating activities		(4,118	)		(228	)
Investing activities
Purchases of property and equipment		(~~614~~1,277	)		(~~810~~2,345	)
Net cash used in investing activities		(~~614~~1,277	)		(~~810~~2,345	)
Financing activities
Net proceeds from issuance of common stock		4,986			-
Net proceeds from the exercise of options for common stock		-			50
Principal repayments of financing leases		(63	)		(228	)
Net proceeds from issuance of common stock		4,986			177
Net cash provided by/ (used in) financing activities		4,923			(228	)
Payment of deferred financing costs		-			(73	)
Increase (decrease) in cash		2,930			(672	)
Principal repayments of financing leases		(93	)		(296	)
Net cash provided by/ (used in) financing activities		4,893			(142	)
Decrease in cash		(502	)		(2,715	)
Cash, beginning of period		3,582			10,296
Cash, end of period	$	63,~~512~~080		$	97,~~624~~581
Supplemental cash flow information:
Interest paid	$	1826		$	-
Non-cash investing and financing activities:
Surrender and retirement of common stock		224			-
Acquisition of right-of-use assets and lease liabilities		3,337			-
Deferred financing costs included in accounts payable and accrued liabilities		-			122
Surrender and retirement of common stock		224			720

The accompanying notes are an integral part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

~~Consolidated~~Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except for share amounts)

(Unaudited)

	Common Stock					Additional paid-in			Accumulated other comprehensive		Accumulated			Total stockholders’
	Shares			Amount		capital			income		deficit			equity
									Accumulated
						Additional			other					Total
	Common Stock					paid-in			comprehensive		Accumulated			stockholders’
	Shares			Amount		capital			income		deficit			equity
Balance - March 31, 2023 (As Restated)		9,769,545		$	10	$	33,002		$	-	$	(16,989	)	$	16,023
Net income		-			-		-			-		848			848
Stock-based compensation		225,000			-		819			-		-			819
Balance - June 30, 2023 (As Restated)		9,994,545		$	10	$	33,821		$	-	$	(16,141	)	$	17,690
Balance - March 31, 2024		10,821,860		$	11	$	38,712		$	-	$	(20,664	)	$	18,059
Net income		-			-		-			-		1,011			1,011
Net loss		-			-		-			-		(2,283	)		(2,283	)
Stock-based compensation		10,000			-		285			-		-			285
Stock-based compensation		125,000			-		96			-		-			96
Surrender and retirement of common stock		(117,082	)		-		(720	)		-		-			(720	)
Issuance of common stock, net of transaction costs		27,719			-		140			-		-			140
Exercise of stock options		15,000			-		50			-		-			50
Surrender and retirement of common stock		(57,541	)		-		(224	)		-		-			(224	)
Issuance of common stock, net of transaction costs		27,559			-		177			-		-			177
Balance - September 30, 2023 (As Restated)		9,930,022		$	10	$	33,612		$	-	$	(15,130	)	$	18,492
Balance - June 30, 2024		10,917,038		$	11	$	38,724		$	-	$	(22,947	)	$	15,788
Net loss		-			-		-			-		(1,121	)		(1,121	)
Stock-based compensation		-			-		13			-		-			13
Balance - September 30, 2024		10,917,038		$	11	$	38,737		$	-	$	(24,068	)	$	14,680

									Accumulated
	Common Stock					Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
						Additional			other						Total
	Common Stock					paid-in			comprehensive			Accumulated			stockholders’
	Shares			Amount		capital			income			deficit			equity
Balance - January 1, 2023 (As Restated)		9,644,545		$	10	$	32,859		$	14		$	(17,731	)	$	15,152
Net income		-			-		-			-			12,~~590~~601			12,~~590~~601
Stock-based compensation		~~350~~360,000			-		~~962~~1,246			-			-			~~962~~1,246
Surrender and retirement of common stock		(117,082	)		-		(720	)		-			-			(720	)
Exercise of stock options		15,000			-		50			-			-			50
Issuance of common stock, net of transaction costs		27,559			-		177			-			-			177
Other		-			-		-			(14	)		-			(14	)
Balance - June 30, 2023 (As Restated)		9,994,545		$	10	$	33,821		$	-		$	(16,141	)	$	17,690
Balance - September 30, 2023 (As Restated)		9,930,022		$	10	$	33,612		$	-		$	(15,130	)	$	18,492
Balance - January 1, 2024		9,930,022		$	10	$	33,837		$	-		$	(19,629	)	$	14,218
Balance		9,930,022		$	10	$	33,837		$	-		$	(19,629	)	$	14,218
Net loss		-			-		-			-			(34,~~318~~439	)		(34,~~318~~439	)
Net (loss) income		-			-		-			-			(3,318	)		(3,318	)
Net Income (loss)		-			-		-			-			(4,439	)		(4,439	)
Stock-based compensation		125,000			-		~~321~~334			-			-			~~321~~334
Issuance of common stock, net of transaction costs		919,557			1		4,790			-			-			4,791
Surrender and retirement of common stock		(57,541	)		-		(224	)		-			-			(224	)
Balance - June 30, 2024		10,917,038		$	11	$	38,724		$	-		$	(22,947	)	$	15,788
Balance - September 30, 2024		10,917,038		$	11	$	38,737		$	-		$	(24,068	)	$	14,680
Balance		10,917,038		$	11	$	38,~~724~~737		$	-		$	(2224,~~947~~068	)	$	1514,~~788~~680

The accompanying notes are an integral part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended ~~June~~September 30, 2024

(in thousands, except for share and per share amounts)

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Pioneer Power Solutions, Inc. and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “we,” “our” and “us”) design, manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. The Company is headquartered in Fort Lee, New Jersey and operates from three (3) additional locations in the U.S. for manufacturing, service and maintenance, engineering, sales and administration.

We have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024: Electrical Infrastructure Equipment (“Electrical Infrastructure”) and Critical Power Solutions (“Critical Power”). On October 29, 2024, the Company closed on the sale of its Electrical Infrastructure segment. See “Note 11 – Subsequent Events”.

Presentation

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared pursuant to the rules of the SEC and reflect the accounts of the Company as of ~~June~~September 30, 2024. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required by U.S. GAAP for a year-end balance sheet.

All dollar amounts (except share and per share data) presented in the notes to our unaudited condensed interim consolidated financial statements are stated in thousands of dollars, unless otherwise noted. ASC 740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions are met. We have used a discrete-period computation method to calculate taxes for the fiscal ~~six~~nine-month period ended ~~June~~September 30, 2024. The Company ~~anticipates~~is ~~that~~currently in the process of estimating its annual effective tax rate ~~will be 0%~~ for the year ending December 31, 2024 and, as such, the annual effective tax rate is unknown. As of ~~June~~September 30, 2024, the Company continues to provide a 100% valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax ~~assets~~ assets will not be realized.

These unaudited condensed interim consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries. All ~~significant~~ significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the risk factors under the heading “Part II - Item 1A. Risk Factors” and the risk factors and the audited consolidated financial statements and notes thereto of the Company and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, and June 30, 2024.

Liquidity

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, as of ~~June~~September 30, 2024, the Company had $63,~~512~~ 080 of cash on hand and working capital of $119,~~140~~103. The cash on hand was generated primarily from the sale of common stock under the ATM Program (as defined below), payment of all unpaid principal and interest from the two subordinated promissory notes we received in connection with the sale of the transformer business units in August 2019 for an aggregate principal amount of $7,500 (the “Seller Notes”) during the year ended December 31, 2022, and cash flows from operating activities. On October 20, 2020, we entered into an At the Market Sale Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or principal (the “ATM Program”). Since October 20, 2020, and through ~~June~~September 30, 2024, the Company sold an aggregate of 1,835,616 shares of common stock for aggregate gross proceeds of approximately $14,051, before any sales agent fees and expenses payable by us under the ATM Program. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company sold an aggregate of 919,557 shares of common stock for an aggregate consideration of approximately $5,147, before any sales agent fees and expenses payable by the Company under the ATM Program. As of ~~June~~September 30, 2024, $69,853 of common stock remained available for issuance under the ATM Program.

~~The Company~~On ~~has~~October ~~historically~~29, ~~met its cash needs through a combination of cash flows from operating activities and bank borrowings~~2024, the ~~completion~~ ofCompany ~~the~~closed ~~sale~~on of the ~~transformer business units in August 2019,~~ sale of ~~common~~its ~~stock~~Pioneer ~~under~~Custom ~~the~~Electrical ~~ATM Program and collecting all unpaid principal and interest from the Seller Notes. Historically~~Products, ~~the~~LLC ~~Company’s~~subsidiary ~~cash requirements were generally~~ for ~~operating~~ ~~activities,~~gross ~~debt repayment, capital improvements and acquisitions. The Company expects to meet its~~ cash ~~needs~~proceeds ~~with~~of ~~the working capital and cash flows from the Company’s operating activities. The Company expects its cash requirements to be generally for operating activities~~$48, ~~product development and capital improvements~~000. ~~The~~See ~~Company~~“Note ~~expects~~11 ~~that~~– ~~its~~Subsequent ~~current cash balance is sufficient to fund operations for the next twelve months from the date our unaudited interim consolidated financial statements are issued~~Events”.

The Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units in August 2019 and the sale of common stock under the ATM Program. Historically, the Company’s cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions. The Company expects to meet its cash needs with the working capital and cash flows from the Company’s operating activities and proceeds from the sale of its subsidiary. The Company expects its cash requirements to be generally for operating activities, product development and capital improvements. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed interim consolidated financial statements are issued.

Risks and Uncertainties

The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. As a result of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business. During the ~~six~~three and nine months ended ~~June~~September 30, 2024, the Company was able to operate substantially at at capacity.

There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022, EITF Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a significant impact on our consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact of ASU 2023-07 on disclosures in our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is evaluating the impact of ASU 2023-09 on disclosures in our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.

Revenue Recognition

Revenue is recognized when (1) a contract with a customer exists, (2) performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer, (3) the transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer, (4) the transaction price is allocated to the performance obligations in the contract and (5) the Company satisfies its performance obligation. The Company satisfies its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is when the customer has obtained control of the good or service. Revenue from the sale of the Company’s electric power systems under its Electrical Infrastructure segment is recognized either over time or at a point in time and substantially all of the Company’s revenue from the sale of power generation equipment under its Critical Power segment is recognized at a point in time. Certain sales of highly customized electrical equipment under the Company’s Electrical Infrastructure segment are recognized over time when such equipment has no alternative use and the Company has an enforceable right to payment for performance completed to date. The Company’s measure of progress for such contracts is evaluated under the input method based on direct labor hours incurred relative to the estimated total direct labor hours required in order to complete the project. Any anticipated losses on contracts are fully recognized in the period in which the losses become evident. Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services that are recognized as services are delivered.

Contract Estimates

Revenue from over time contracts is recognized proportionally over the term of the contract using an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations, which the Company considers the best available indicator of the pattern and timing in which contract performance obligations are fulfilled and control transfers to the customer. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period.

There are situations where the number of hours to complete projects may exceed the original estimate as a result of an increase in project scope or unforeseen events. The related impact on income is recognized using the cumulative catch-up method, which the Company recognizes in the current period.

Recognition of revenue on a contract requires estimates of the total labor hours at completion and the measurement of progress towards completion. Due to the long-term nature of many of the Company’s contracts, developing the estimated total labor hours at completion often requires judgment. Factors that must be considered in estimating the total labor hours to be completed include the nature and complexity of the work to be performed and the risk and impact of delayed performance.

At the outset of each contract, the Company gauges its complexity and perceived risks and ~~establish~~establishes an estimated total number of labor hours at completion in line with these expectations. The Company follows a standard contract review process in which the Company reviews the progress and performance onof its ongoing contracts at least quarterly.

Cost of Goods Sold

Cost of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production facilities and, where appropriate, an allocation of overhead. Cost of goods sold also includes indirect labor and infrastructure cost related to the provision of field services.

Accounts Receivable

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified retrospective approach. The standard amends several aspects of the measurement of credit losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models with the current expected credit losses model. The cumulative effect of adoption did not result in an adjustment to the allowance for credit loss, and, accordingly, the Company’s accumulated deficit as of January 1, 2023.

The Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses. The Company’s allowance for expected credit losses on accounts receivable reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect the collectability of the reported amount. There were $~~150~~52 and $97 of reserves for expected credit losses as of ~~June~~September 30, 2024, and ~~December~~ December 31, 2023, respectively.

Deferred Financing Costs

Certain legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing costs and included as a non-current asset on the balance sheet until such financings are consummated. After consummation of the equity financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds. Should the equity financing no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated statements of operations.

3. REVENUES

Nature of the Company’s products and services

The Company’s principal products and services include electric power systems and equipment, distributed energy resources, power generation equipment and mobile EV charging solutions.

Products

The Company’s Electrical Infrastructure business provides electric power systems and equipment and distributed energy resources that help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy needs.

The Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions.

Services

Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. The Company’s power maintenance programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems.

The timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting period. Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations. The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

The Company’s principal source of revenue is derived from sales of products and fees for services. The Company measures revenue based upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. Changes in deferred revenue are generally as a result of the Company’s normal operating cycle and the effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified at each reporting period.

A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s products when the risk of loss or control for the product transfers to the customer and for services as they are performed. Under ASC 606, revenue is recognized when a customer obtains control of promised products or services in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve this core principle, the Company applies the following five steps:

1)	Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)	Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised products or services are accounted for as a combined performance obligation.

3)	Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The customer payments are generally due in 30 days.

4)	Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)	Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer.

During the three months ended ~~June~~September 30, 2024, the Company recognized $46,~~676~~607 of revenue over time, as compared to $89,~~224~~900 during the three ~~months~~ months ended ~~June~~September 30, 2023. Additionally, the Company recognized $14,~~664~~304 and $41,~~058~~553 of revenue at a point in time from the sale of our products during the three months ended ~~June~~September 30, 2024, and ~~June~~September 30, 2023, respectively.

Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $2,~~235~~455 and $12,~~890~~063 of service revenue during the three months ended ~~June~~September 30, 2024, ~~and~~ ~~June~~and September 30, 2023, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company recognized $815,~~833~~447 of revenue over time, as compared to $1424,~~683~~635 during the ~~six months~~nine months ended ~~June~~September 30, 2023. Additionally, the Company recognized $610,~~097~~394 and $78,~~155~~656 of revenue at a point in time from the sale of our products during the ~~six~~nine months ended ~~June~~September 30, 2024, and ~~June~~September 30, 2023, respectively.

Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $46,~~223~~678 and $36,~~952~~014 of service revenue during the ~~six~~nine months ended ~~June~~September 30, 2024, ~~and~~ ~~June~~and September 30, 2023, respectively.

During the three months ended ~~June~~September 30, 2024, the Company recognized approximately $98 220 of revenue that was classified as deferred revenue as of December 31, 2023, as compared to $32,~~334~~ 569 of revenue recognized during the three months ended ~~June~~September 30, 2023, that was classified as deferred revenue as of December 31, 2022, resulting primarily from the progress made on the various active contracts during the respective reporting periods.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company recognized approximately $2,~~477~~ 688 of revenue that was classified as deferred revenue as of December 31, 2023, as compared to $58,~~966~~ 535 of revenue recognized during the ~~six~~nine months ended ~~June~~ September 30, 2023, that was classified as deferred revenue as of December 31, 2022, resulting primarily from the progress made on the various active contracts during the respective reporting periods.

The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable.

As of ~~June~~September 30, 2024, one customer represented approximately 1120% of the Company’s accounts receivable. As of December 31, 2023, ~~one~~ one customer represented approximately 23% of the Company’s accounts receivable.

For the three months ended June 30, 2024, one customer represented approximately 10% of the Company’s revenue. For the three months ended June 30, 2023, one customer represented approximately 65% of the Company’s revenue.

For the six months ended June 30, 2024, one customer represented approximately 16% of the Company’s revenue. For the six months ended June 30, 2023, two customers represented approximately 60% and 10% of the Company’s revenue.

~~Return~~For ~~of a product requires that~~ the ~~buyer~~three ~~obtain~~months ~~permission~~ended inSeptember ~~writing from the Company. When the buyer requests authorization to return material for reasons of their own~~30, ~~the buyer will be charged for placing the returned goods in saleable condition~~2024, ~~restocking~~two ~~charges~~customers ~~and~~represented ~~for any~~approximately ~~outgoing~~26% and ~~incoming~~10% ~~transportation~~of ~~paid by~~ the Company’s revenue. ~~The~~For ~~Company warrants title to~~ the ~~products, and warrants the products on~~ ~~date~~three ofmonths ~~shipment~~ended toSeptember ~~the~~30, ~~buyer~~2023, totwo becustomers ofrepresented ~~the~~approximately ~~kind~~55% and ~~quality~~12% ~~described in the contract, merchantable, and free~~ of ~~defects in workmanship and material. Returns and warranties during~~ the ~~three~~Company’s ~~and six months ended June 30, 2024, and June 30, 2023, were insignificant~~revenue.

For the nine months ended September 30, 2024, one customer represented approximately 11% of the Company’s revenue. For the nine months ended September 30, 2023, two customers represented approximately 44% and 20% of the Company’s revenue.

Return of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the three and nine months ended September 30, 2024, and September 30, 2023, were insignificant.

The following table presents our revenues disaggregated by revenue discipline:

2024

2023 (As Restated)

2024

2023 (As Restated)

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023 (As Restated)

2024

2023 (As Restated)

Products

48,~~105~~456

109,~~392~~390

1019,~~707~~163

1727,~~886~~277

Services

2,~~235~~455

12,~~890~~063

46,~~223~~678

36,~~952~~014

Total revenue

610,~~340~~911

1211,~~282~~453

1425,~~930~~841

2133,~~838~~291

See “Note 9 - Business Segment and Geographic Information”.

Lease revenues (Topic 842)

ASC 842 revenues pertain to revenues and expenses related to the leasing of electric generators.

The Company accounts for such rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do include variable lease payments based on hours. Revenues attributable to the variable lease payments are recognized when earned. There were no leasing revenues arising from variable lease payments during the three and nine months ended September 30, 2024, and 2023. For the three and nine months ended September 30, 2024, leasing revenues were $559 and $1,305, respectively, and are included in revenue from products. For the three and nine months ended September 30, 2023, leasing revenues were $246 and $719, respectively, and are included in revenue from products.

The Company does not provide an option for the lessee to purchase the rented equipment at the end of the lease. Lessees do not provide residual value guarantees on rented equipment.

The Company expects to derive significant future benefits from its equipment following the end of the rental term. The Company recognizes revenue over the contractual period of performance of the rental term.

The following table presents our lease revenues:

SCHEDULE OF LEASE REVENUES

	2024		2023		2024		2023
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Revenues - leases
Fixed lease revenue	$	559	$	246	$	1,305	$	719
Total revenues - leases	$	559	$	246	$	1,305	$	719

4. INVENTORIES

The components of inventories are summarized below:

	June 30,		December 31,
	September 30,		December 31,
	2024		2023
Raw materials	$	10,~~346~~232	$	5,316
Work in process		25,~~311~~867		2,263
Total inventories	$	1216,~~657~~099	$	7,579

Inventories are stated at the lower of cost or a net realizable value determined on a weighted average method.

5. PROPERTY AND EQUIPMENT, NET

Property and equipment are summarized below:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
Machinery, vehicles and equipment	$	45,~~652~~152		$	3,220
Furniture and fixtures		208			208
Computer hardware and software		~~734~~746			650
Leasehold improvements		~~368~~367			368
Construction in progress		1,~~122~~274			2,024
Property and equipment, gross		7,~~084~~747			6,470
Less: accumulated depreciation		(23,~~858~~042	)		(2,571	)
Total property and equipment, net	$	4,~~226~~705		$	3,899

Depreciation expense was $~~164~~185 and $97143 for the three months ended ~~June~~September 30, 2024, and 2023, respectively.

Depreciation expense was $~~286~~471 and $~~227~~370 for the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023, respectively.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities are summarized below:

	June 30,		December 31,
	September 30,		December 31,
	2024		2023
Accounts payable	$	59,~~520~~627	$	5,396
Accrued liabilities		61,~~987~~444		7,213
Total accounts payable and accrued liabilities	$	1211,~~507~~071	$	12,609

Accrued liabilities primarily consist of accrued legal settlement costs, accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued insurance. ~~Accrued~~As ~~legal settlement costs as~~ of ~~June~~September 30, 2024, and December 31, 2023, accrued sales commissions were $5364 and $442,~~000~~ respectively. ~~See Note~~Accrued 10compensation ~~for~~and ~~details.~~benefits Asas of ~~June~~September 30, 2024, and December 31, 2023, ~~accrued sales commissions~~ were $~~584~~319 and $~~442~~294, respectively. ~~Accrued~~There ~~compensation~~were ~~and~~no ~~benefits~~accrued legal settlement costs as of ~~June~~September 30, 2024, ~~and~~compared ~~December~~to 31$5,000 ~~2023,~~as ~~were~~of ~~$252~~December ~~and $294~~31, ~~respectively~~2023. Accrued sales and use taxes as as of ~~June~~September 30, 2024, and December 31, 2023, were $~~167~~224 and $67, respectively, and there was ~~$228~~no accrued insurance as of ~~June~~ September 30, 2024, compared to $795 as of December 31, 2023. The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations.

As of ~~June~~September 30, 2024, two of the Company’s suppliers represented approximately 4144% of the Company’s accounts payable. As of December 31, 2023, one of the Company’s suppliers represented approximately 18% of the Company’s accounts payable.

7. STOCK-BASED COMPENSATION

Stock-Based Compensation

A summary of stock option activity during the ~~six~~nine months ended ~~June~~September 30, 2024, is as follows:

	Stock Options			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding as of January 1, 2024		706,167		$	5.49
Granted		5,146			3.89
Exercised		-			-
Forfeited/expired		(57,000	)		10.21
Outstanding as of June 30, 2024		654,313		$	5.07		5.55	$	284
Outstanding as of September 30, 2024		654,313		$	5.07		5.29	$	507
Exercisable as of June 30, 2024		629,670		$	5.00		5.40	$	284
Exercisable as of September 30, 2024		636,335		$	5.02		5.19	$	506

A summary of RSU activity during the ~~six~~nine months ended ~~June~~September 30, 2024, is as follows:

SCHEDULE OF RESTRICTED STOCK UNITS

				Weighted-average		Weighted-average
				grant-date		grant-date
	Number of units			fair value per share		fair value
Unvested restricted stock units as of January 1, 2024		125,000		$	4.35	$	543
Units granted		-			-		-
Units vested		(125,000	)		4.35		(543	)
Units forfeited		-			-		-
Unvested restricted stock units as of June 30, 2024		-		$	-	$	-
Unvested restricted stock units as of September 30, 2024		-		$	-	$	-

Stock-based compensation expense recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2024, was approximately $9613 and $~~321~~334, respectively. Stock-based compensation expense recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2023, was approximately $~~819~~285 and $~~962~~1,246, respectively. As Atof ~~June~~ September 30, 2024, there was $~~109~~96 of stock-based compensation expense remaining to be recognized in the consolidated statements of ~~operations~~ operations over a weighted average remaining period of 2.1.9 years.

8. BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE

Basic and diluted (loss) income per common share is calculated based on the weighted average number of vested shares outstanding during the period. The Company’s employee and director equity awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted (loss) income per share (in thousands, except per share data):

	2024			2023 (As Restated)		2024			2023 (As Restated)
	Three Months Ended					~~Six~~Nine Months Ended
	June 30,					June 30,
	September 30,					September 30,
	2024			2023 (As Restated)		2024			2023 (As Restated)
Numerator:
Net (loss) income	$	(21,~~283~~121	)	$	~~848~~1,011	$	(34,~~318~~439	)	$	12,~~590~~601
Denominator:
Weighted average basic shares outstanding		10,~~920~~917,~~125~~038			910,~~908~~010,~~434~~226		10,~~518~~652,~~659~~911			9,~~838~~896,~~989~~850
Effect of dilutive securities - equity based compensation plans		-			~~838~~239,~~167~~873		-			~~838~~152,~~167~~159
Weighted average diluted shares outstanding		10,~~920~~917,~~125~~038			10,~~746~~250,~~601~~099		10,~~518~~652,~~659~~911			10,~~677~~049,~~156~~009
Net (loss) income per common share:
Basic	$	(0.2110	)	$	0.0910	$	(0.3242	)	$	0.1626
Diluted	$	(0.2110	)	$	0.0810	$	(0.3242	)	$	0.1526

As of ~~June~~September 30, 2024, diluted (loss) income per share excludes potentially dilutive common shares related to 654,313 shares underlying ~~stock~~ stock options as their effect was anti-dilutive.

9. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Company follows ASC 280 - Segment Reporting in determining its reportable segments. The Company considered the way its management team, most notably its chief operating decision maker, makes operating decisions and assesses performance and considered which components of the Company’s enterprise have discrete financial information available. As the Company makes decisions using a manufactured products vs. distributed products and services group focus, its analysis resulted in two reportable segments: Electrical Infrastructure and Critical Power. The Critical Power reportable segment is the Company’s Titan Energy Systems, Inc. business unit. The Electrical Infrastructure reportable segment is the Company’s Pioneer Custom Electrical Products Corp. business unit.

The Electrical Infrastructure segment is involved in the design, manufacture and sale of circuit protection and controls equipment used primarily by large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency.

On October 29, 2024, the Company closed on the sale of its Electrical Infrastructure segment. See “Note 11 – Subsequent Events”.

The following tables present information about segment loss and income:

SCHEDULE OF SEGMENT INCOME LOSS

2024

2023 (As Restated)

2024

2023 (As Restated)

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023 (As Restated)

2024

2023 (As Restated)

Revenues

Electrical Infrastructure

Equipment

24,~~945~~495

98,~~376~~585

812,~~220~~715

1624,~~185~~770

Service

-75

Revenues

24,~~945~~495

98,~~376~~660

812,~~220~~715

1624,~~185~~845

Critical Power Solutions

Equipment

13,~~160~~961

~~1,016~~805

26,~~487~~448

12,~~701~~507

Service

2,~~235~~455

1,~~890~~988

46,~~223~~678

35,~~952~~939

Revenues

36,~~395~~416

2,~~906~~793

613,~~710~~126

58,~~653~~446

Consolidated

610,~~340~~911

1211,~~282~~453

1425,~~930~~841

2133,~~838~~291

Revenues

610,~~340~~911

1211,~~282~~453

1425,~~930~~841

2133,~~838~~291

	2024		2023		2024		2023
	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2024		2023		2024		2023
Depreciation and amortization
Electrical Infrastructure	$	2522	$	1718	$	4971	$	3351
Critical Power Solutions		~~168~~190		~~209~~187		~~296~~486		~~395~~581
Unallocated corporate overhead expenses		23		2		47		47
Consolidated	$	~~195~~215	$	~~228~~207	$	~~349~~564	$	~~432~~639
Depreciation and amortization	$	~~195~~215	$	~~228~~207	$	~~349~~564	$	~~432~~639

	2024			2023 (As Restated)			2024			2023 (As Restated)
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2024			2023 (As Restated)			2024			2023 (As Restated)
Operating (loss) income
Electrical Infrastructure	$	(~~565~~382	)	$	2,~~975~~665		$	54(329	)	$	47,~~837~~503
Critical Power Solutions		~~(611~~211	)		(~~506~~621	)		(~~1,171~~959	)		(~~943~~1,564	)
Unallocated corporate overhead expenses		(~~1,124~~926	)		(1,~~680~~104	)		(23,~~289~~215	)		(23,~~429~~534	)
Consolidated	$	(21,~~300~~097	)	$	~~789~~940		$	(34,~~406~~503	)	$	12,~~465~~405
Operating (loss) income	$	(21,~~300~~097	)	$	~~789~~940		$	(34,~~406~~503	)	$	12,~~465~~405

Revenues are attributable to countries based on the location of the Company’s customers:

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023 (As Restated)

2024

2023 (As Restated)

Revenues

United States

610,~~340~~911

1211,~~282~~453

1425,~~930~~841

2133,~~838~~291

10. COMMITMENTS AND CONTINGENCIES

Litigation and Claims

Leases

During the three months ended September 30, 2024, the Company executed an extension of its operating lease for the manufacturing facility in Santa Fe Springs, California. After adjusting for a weighted average discount rate, the Company recognized a right-of-use asset and lease liability of approximately $3,337 within the condensed consolidated balance sheets.

Litigation and Claims

From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

On June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S. District Court, District of ~~Nebraska~~ Nebraska naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee of the Company, collectively as defendants. Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking special damages related to the injuries allegedly sustained by Plaintiffs. The amended complaint also named Titan Energy Systems, Inc. as a defendant instead of Pioneer Critical Power, Inc. On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended Complaint. On October 6, 2023, a mediation was held, but the parties did not reach a settlement. In June 2024, another mediation was held and the parties reached a settlement for all of the Plaintiffs’ claims. The case was dismissed with prejudice on July 23, 2024. As of June 30, 2024, the Company recognized a liability of $5,000 related to this matter, which was included within accounts payable and accrued liabilities, with a corresponding insurance receivable of $5,000 related to the loss recovery, which was deemed to be probable and included within prepaid expenses and other current assets on the consolidated balance sheets.

The Company is not aware of any material proceedings in which any of its directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of the Company’s common stock is an adverse party or has a material interest adverse to the Company’s interest.

11. SUBSEQUENT EVENTS

Sale of Subsidiary

On October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”), by and among the Company, Pioneer Custom Electrical Products, LLC, a wholly owned subsidiary of the Company (“Pioneer Custom”), Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to:

	(i)	contribute 4% of all of the issued and outstanding equity interests of Pioneer Custom to Investment (the “Rollover Interests”) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company; and
	(ii)	sell all of the issued and outstanding equity interests of Pioneer Custom other than the Rollover Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”).

The Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company.

Following the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”). Pioneer Custom represents the entirety of the Company’s Electrical Infrastructure segment.

In addition, upon the closing of the Equity Transaction, the Company and the Buyer entered into a transition services agreement, pursuant to which (i) the Company will provide certain transition services to the Buyer for various service periods ranging from 30 days to 12 months following the Closing Date and (ii) the Buyer will provide one specific transition service to the Company until October 31, 2025.

Option Exercises

Subsequent to September 30, 2024, the Company issued an aggregate of 95,465 shares of common stock (net of 12,535 shares repurchased) pursuant to option exercises for aggregate net proceeds of $339.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the ~~accompanying~~ accompanying unaudited ~~consolidated~~condensed interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on July 26, 2024.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Pioneer,” “we,” “our” and “us” refer to Pioneer Power Solutions, Inc. and its subsidiaries.

U.S. dollars are reported in thousands except for share and per share amounts.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

● General economic conditions and their effect on demand for electrical equipment, particularly in the commercial construction market, but also in the power generation, industrial production and infrastructure industries. ● The effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability. ● Many of our competitors are better established and have significantly greater resources and may subsidize their competitive offerings with other products and services, which may make it difficult for us to attract and retain customers. ● The potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman, president and chief executive officer. ● Our ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for our new products. ● Unanticipated increases in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability. ● Our ability to realize revenue reported in our backlog. ● Our ability to remediate the material weaknesses identified in our internal control over financial reporting in our Annual Report on Form 10-K for the year ended December 31, 2023, or inability to otherwise maintain an effective system of internal control. ● The effect that the restatement of the prior financial statements could have on investor confidence in us and raise reputational risk. ● Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases, interest rate risk and commodity risk. ● Strikes or labor disputes with our employees may adversely affect our ability to conduct our business. ● The impact of geopolitical activity on the economy, changes in government regulations such as income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets. ● Material weaknesses in internal controls. ● Future sales of large blocks of our common stock may adversely impact our stock price. ● The liquidity and trading volume of our common stock. ● Our business could be adversely affected by an outbreak of disease, epidemic or pandemic, such as the global coronavirus pandemic, or similar public threat, or fear of such an event. ● Our ability to regain and maintain compliance with the continued listing standards of Nasdaq. ● Risks associated with litigation and claims, which could impact our financial results and condition.

~~The~~● ~~foregoing~~Our ~~does~~ability ~~not~~to ~~represent~~maintain ancompliance ~~exhaustive~~with ~~list of matters that may be covered by~~ the ~~forward-looking~~continued ~~statements~~listing ~~contained herein~~standards orof ~~risk~~Nasdaq. ~~factors~~● ~~that~~Risks weassociated ~~are faced~~ with ~~that~~litigation ~~may cause our actual results to differ from those anticipated in our forward-looking statements. Moreover, new risks regularly emerge,~~ and ~~it is not possible for us to predict or articulate all risks we face~~claims, ~~nor~~which ~~can~~could ~~we assess the~~ impact ~~of all risks on~~ our ~~business~~financial ~~or the extent to which any risk, or combination of risks, may cause actual~~ results to differ from those contained in any forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should review carefully the risks and ~~uncertainties described under the heading “Part II - Item 1A~~condition. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should review carefully the risks and uncertainties described under the heading “Part II - Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and in the Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, and June 30, 2024, and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock.

Business Overview

We design, manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from three (3) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

Recent Developments

Sale of Subsidiary

	(i)	contribute 4% of all of the issued and outstanding equity interests of Pioneer Custom to Investment (the “Rollover Interests”) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company; and
	(ii)	sell all of the issued and outstanding equity interests of Pioneer Custom other than the Rollover Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”).

Following the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”).

Description of Business Segments

~~We have~~As of September 30, 2024, we had two reportable segments: Electrical Infrastructure Equipment (“Electrical Infrastructure”) and Critical Power Solutions (“Critical Power”).

● Our Electrical Infrastructure business provides equipment solutions that allow customers to effectively and efficiently protect, control, transfer, monitor and manage their electric energy usage and requirements. These solutions are marketed principally through our Pioneer Custom Electrical Products Corp. (“PCEP”) brand name. ● Our Critical Power business provides customers with our suite of mobile e-Boost© EV charging solutions, power generation equipment and all forms of preventative maintenance, repairs, remote monitoring and other equipment service on our customers’ equipment. These products and services are marketed by our operations headquartered in Minnesota, currently doing business under our Pioneer eMobility (“e-Boost”), Titan Energy Systems Inc. (“Titan”) and Pioneer Critical Power brand names. ● On October 29, 2024, we closed on the sale of our Electrical Infrastructure segment. See “Recent Developments”.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the amounts and disclosures in the consolidated financial statements. Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024. There were no material changes to our accounting policies during the ~~six~~nine months ended ~~June~~September 30, 2024.

RESULTS OF OPERATIONS

Overview of the Three and ~~Six~~Nine Months Results

Selected financial and operating data for our reportable business segments for the most recent reporting period is summarized below. This information, as well as the selected financial data provided in “Note 9 - Business Segment and Geographic Information” and in our unaudited condensed interim Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q, should be referred to when reading our discussion and analysis of results of operations below.

Our summary of operating results during the three and ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 are as follows:

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023 (As Restated)

2024

2023 (As Restated)

Revenues

Electrical Infrastructure

24,~~945~~495

98,~~376~~660

812,~~220~~715

1624,~~185~~845

Critical Power Solutions

36,~~395~~416

2,~~906~~793

613,~~710~~126

58,~~653~~446

Consolidated

610,~~340~~911

1211,~~282~~453

1425,~~930~~841

2133,~~838~~291

Cost of goods sold

Electrical Infrastructure

23,~~933~~951

5,~~984~~401

710,~~015~~967

1016,~~651~~051

Critical Power Solutions

24,~~754~~894

2,~~420~~354

510,~~534~~427

46,~~476~~831

Consolidated

58,~~687~~845

87,~~404~~755

1221,~~549~~394

1522,~~127~~882

Gross profit

~~653~~2,066

3,~~878~~698

24,~~381~~447

610,~~711~~409

Selling, general and administrative

2,~~689~~881

32,~~059~~726

58,~~295~~176

57,~~090~~816

Depreciation and amortization

3032

4369

~~156~~188

Research and development

~~238~~256

~~449~~705

Total operating expenses

23,~~953~~163

32,~~089~~758

58,~~787~~950

58,~~246~~004

Operating (loss) income from continuing operations

(21,~~300~~097

)

~~789~~940

(34,~~406~~503

)

12,~~465~~405

Interest income

(17

)

(79

)

(48

)

(132

)

Interest expense (income)

(60

)

(25

)

(192

)

Other expense (income)

-1

20(11

)

(4039

)

7(4

)

(Loss) income before income taxes

(21,~~283~~121

)

~~848~~1,011

(34,~~318~~439

)

12,~~590~~601

Income tax expense

Net (loss) income

(21,~~283~~121

)

~~848~~1,011

(34,~~318~~439

)

12,~~590~~601

Backlog

Our backlog is based on firm orders from our customers expected to be delivered in the future, most of which is expected to occur during the next twelve months. Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments. Backlog reflects the amount of revenue we expect to realize upon the shipment of customer orders for our products that are not yet complete or for which work has not yet begun. As of ~~June~~September 30, 2024, backlog from our E-Bloc power systems and related equipment was approximately $1213,~~523~~236, or 1920% of the total backlog.

The following table represents the progression of our backlog, by reporting segment, as of the end of the last five quarters:

	June 30,		March 31,		December 31,		September 30, 2023		June 30, 2023
	September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023 (As Restated)
	2024		2024		2023		(As Restated)		(As Restated)
Electrical Infrastructure	$	42,112	$	39,670	$	30,889	$	28,497	$	25,368
Electrical Infrastructure	$	39,670	$	30,889	$	28,497	$	25,368	$	25,225
Critical Power Solutions		24,038		27,251		15,022		16,668		8,027
Critical Power Solutions		27,251		15,022		16,668		8,027		7,146
Total order backlog	$	66,150	$	66,921	$	45,911	$	45,165	$	33,395
Total order backlog	$	66,921	$	45,911	$	45,165	$	33,395	$	32,371

Revenue

The following table represents our revenues by reporting segment and major product category for the periods indicated (in thousands, except percentages):

	Three Months Ended										~~Six~~Nine Months Ended
	June 30,										June 30,
	September 30,										September 30,
	2024		2023 (As Restated)		Variance			%			2024		2023 (As Restated)		Variance			%
Electrical Infrastructure
Equipment	$	24,~~945~~495	$	98,~~376~~585	$	(64,~~431~~090	)		(6847.6	)	$	812,~~220~~715	$	1624,~~185~~770	$	(712,~~965~~055	)		(4948.27	)
Service		-		-75		-(75	)		-(100.0	)		-		-75		-(75	)		-(100.0	)
		2,945		9,376		(6,431	)		(68.6	)		8,220		16,185		(7,965	)		(49.2	)
		4,495		8,660		(4,165	)		(48.1	)		12,715		24,845		(12,130	)		(48.8	)
Critical Power Solutions
Equipment		13,~~160~~961		~~1,016~~805		~~144~~3,156			14392.20			26,~~487~~448		12,~~701~~507		~~786~~3,941			46157.2
Service		2,~~235~~455		1,~~890~~988		~~345~~467			1823.35			46,~~223~~678		35,~~952~~939		~~271~~739			612.94
		3,395		2,906		489			16.8			6,710		5,653		1,057			18.7
		6,416		2,793		3,623			129.8			13,126		8,446		4,680			55.4
Total revenue	$	610,~~340~~911	$	1211,~~282~~453	$	(~~5,942~~542	)		(~~48.~~4.7	)	$	1425,~~930~~841	$	2133,~~838~~291	$	(67,~~908~~450	)		(3122.64	)

For the three months ended ~~June~~September 30, 2024, our consolidated revenue decreased by $5542,~~942,~~ or ~~48.~~4.7%, to $610,~~340~~911, down from $1211,~~282~~453 during ~~the~~ the three months ended ~~June~~September 30, 2023, primarily due to a decrease in sales of equipment from our Electrical Infrastructure segment ~~during~~ during the three months ended ~~June~~September 30, 2024.

For the ~~six~~nine months ended ~~June~~September 30, 2024, our consolidated revenue decreased by $67,~~908~~450 or 3122.64%, to $1425,~~930~~841, down from $2133,~~838~~291 during the ~~six~~ nine months ended ~~June~~September 30, 2023, primarily due to a decrease in sales of equipment from our Electrical Infrastructure segment during the ~~six~~ nine months ended ~~June~~September 30, 2024.

Electrical Infrastructure. During the three months ended ~~June~~September 30, 2024, revenue from our equipment sales decreased by $64,~~431~~165, or 6848.61%, to $24,~~945~~495, down from $98,~~376~~660 during the three months ended ~~June~~September 30, 2023, primarily due to a decrease in shipments and revenue recognized over time from our equipment sales during the three months ended ~~June~~September 30, 2024.

During the ~~six~~nine months ended ~~June~~September 30, 2024, revenue from our ~~equipment~~Electrical ~~sales~~Infrastructure segment decreased by $712,~~965~~130, or 4948.28%, to $812,~~220~~715, down from $1624,~~185~~845 during the ~~six~~nine months ended ~~June~~September 30, 2023, primarily due to a decrease in shipments and revenue recognized over time from our equipment sales during the ~~six~~ nine months ended ~~June~~September 30, 2024.

Critical Power Solutions. For the three months ended ~~June~~September 30, 2024, revenue for our Critical Power segment increased by $~~489~~3,623, or 16129.8%, to to $36,~~395~~416, up from $2,~~906~~793 during the three months ended ~~June~~September 30, 2023, primarily due to an increase in equipment and service sales during the three months ended September 30, 2024. For the three months ended September 30, 2024, revenue from our equipment sales increased by $3,156, or 392%, to $3,961, up from $805 during the three months ended ~~June~~September 30, 2023, primarily due to delivering $3,000 of e-Boost equipment during the third quarter of 2024 and no comparable shipments during the third quarter of 2023.

For the ~~six~~nine months ended ~~June~~September 30, 2024, revenue for our Critical Power segment increased by $14,~~057~~680, or 1855.74%, to $613,~~710~~126, up from $58,~~653 during~~446 during the ~~six~~nine months ended ~~June~~September 30, 2023, primarily due to an increase in equipment and service sales ofduring the ~~our~~nine ~~e-Boost~~months ~~equipment~~ended September 30, 2024. For the nine months ended September 30, 2024, revenue from our ~~Pioneer~~equipment ~~eMobility~~sales ~~business~~increased by in$3,941, ~~addition~~or 157.2%, to an$6,448, ~~increase~~up infrom ~~service~~$2,507 ~~sales~~ during the ~~six~~nine months ended ~~June~~September 30, 2023, primarily due to delivering $3,000 of e-Boost equipment during the third quarter of 2024 and no comparable shipments during 2023.

Gross Profit and Margin

The following table represents our gross profit by reporting segment for the periods indicated (in thousands, except percentages):

	Three Months Ended										~~Six~~Nine Months Ended
	June 30,										June 30,
	September 30,										September 30,
	2024		2023 (As Restated)		Variance			%			2024		2023 (As Restated)		Variance			%
Electrical Infrastructure
Gross profit	$	12544	$	3,~~392~~259	$	(32,~~380~~715	)		(9983.63	)	$	1,~~205~~748	$	58,~~534~~794	$	(47,~~329~~046	)		(7880.21	)
Gross margin %		012.41		3637.26		(3525.85	)					1413.7		3435.24		(1921.57	)
Critical Power Solutions
Gross profit		~~641~~1,522		~~486~~439		~~155~~1,083			31246.97			12,~~176~~699		1,~~177~~615		(1,084	)		(067.1	)
Gross margin %		1823.97		1615.7		28.20						1720.56		2019.81		(31.35	)
Consolidated gross profit	$	~~653~~2,066	$	3,~~878~~698	$	(31,~~225~~632	)		(8344.21	)	$	24,~~381~~447	$	610,~~711~~409	$	(45,~~330~~962	)		(6457.53	)
Consolidated gross margin %		1018.39		3132.63		(2113.34	)					1517.92		3031.73		(14.81	)

For the three months ended ~~June~~September 30, 2024, our consolidated gross margin decreased to 1018.39% of revenues, as compared to 3132.63% during the three months ended ~~June~~September 30, 2023.

For the ~~six~~nine months ended ~~June~~September 30, 2024, our consolidated gross margin decreased to 1517.92% of revenues, as compared to 3031.73% during the ~~six~~ nine months ended ~~June~~September 30, 2023.

Electrical Infrastructure. For the three months ended ~~June~~September 30, 2024, our gross margin percentage decreased by 3525.~~8%,~~5 percentage points, from 3637.26% to 012.41%, as compared to the three months ended ~~June~~September 30, 2023. The decrease was primarily due to the decrease in sales of our power systems and switchgear equipment.

For the ~~six~~nine months ended ~~June~~September 30, 2024, our gross margin percentage decreased by 1921.5%7 percentage points, from 3435.24% to 1413.7%, as compared to the ~~six~~ nine months ended ~~June~~September 30, 2023. The decrease was primarily due to the decrease in sales of our E-Bloc power systems and medium and low voltage switchgear equipment.

Critical Power Solutions. For the three months ended ~~June~~September 30, 2024, our gross margin increased by ~~2.2%~~8 percentage points, from 1615.7% to 1823.97%, for the three months ended ~~June~~September 30, 2023. The increase was predominately due to the increase in sales of our e-Boost equipment ~~and~~from our Pioneer eMobility business in addition to an increase in service sales.

For the ~~six~~nine months ended ~~June~~September 30, 2024, our gross margin ~~decreased~~increased by 31.3%5 percentage points, from 2019.81% to 1720.56%, for the ~~six~~nine months ended September ~~June~~ 30, 2023. The ~~decrease~~increase was ~~primarily~~predominately due to anthe ~~unfavorable~~increase in sales ~~mix~~of our equipment and service.

Operating Expenses

The following table represents our operating expenses by reportable segment for the periods indicated (in thousands, except percentages):

	Three Months Ended										~~Six~~Nine Months Ended
	June 30,										June 30,
	September 30,										September 30,
	2024		2023		Variance			%			2024		2023		Variance			%
Electrical Infrastructure
Selling, general and administrative	$	~~563~~914	$	~~408~~585	$	~~155~~329			3856.02		$	12,~~122~~037	$	~~680~~1,265	$	~~442~~772			6561.0
Depreciation and amortization		1412		9		53			5533.63			2940		1726		1214			7053.68
Segment operating expense	$	~~577~~926	$	~~417~~594	$	~~160~~332			3855.49		$	12,~~151~~077	$	~~697~~1,291	$	~~454~~786			6560.19
Critical Power Solutions
Selling, general and administrative	$	1,~~004~~044	$	~~973~~1,039	$	315			30.25		$	12,~~888~~931	$	13,~~985~~024	$	(9793	)		(43.91	)
Depreciation and amortization		1011		1921		(910	)		(47.46	)		1022		~~135~~155		(~~125~~133	)		(9285.68	)
Research and development		~~238~~256		-		~~238~~256			-			~~449~~705		-		~~449~~705			-
Segment operating expense	$	1,~~014~~055	$	~~992~~1,060	$	22(5	)		2(0.25	)	$	23,~~347~~658	$	23,~~120~~179	$	~~227~~479			(9789	)
Unallocated Corporate Overhead Expenses
Selling, general and administrative	$	~~1,122~~923	$	1,~~678~~102	$	(~~556~~179	)		(3316.12	)	$	23,~~285~~208	$	23,~~425~~527	$	(~~140~~319	)		(59.80	)
Depreciation and amortization		23		2		-1			-50.0			47		47		-			-
Segment operating expense	$	~~1,124~~926	$	1,~~680~~104	$	(~~556~~178	)		(3316.1	)	$	23,~~289~~215	$	23,~~429~~534	$	(~~140~~319	)		(59.80	)
Consolidated
Selling, general and administrative	$	2,~~689~~881	$	32,~~059~~726	$	~~(370~~155	)		~~(12~~5.17	)	$	58,~~295~~176	$	57,~~090~~816	$	~~205~~360			4.06
Depreciation and amortization		26		3032		(46	)		(1318.38	)		4369		~~156~~188		(~~113~~119	)		(7263.43	)
Research and development		~~238~~256		-		~~398~~588			-			~~449~~705		-		~~449~~705			-
Consolidated operating expense	$	23,~~953~~163	$	32,~~089~~758	$	24737			(414.47	)	$	58,~~787~~950	$	58,~~246~~004	$	~~541~~946			1011.38

Selling, General and Administrative Expense. For the three months ended ~~June~~September 30, 2024, consolidated selling, general and administrative expense, before depreciation and amortization, ~~decreased~~increased by approximately $~~370~~155, or 125.17%, to $2,~~689~~881, as compared to $32,~~059~~726 during the three months ended ~~June~~September 30, 2023, primarily due to aan ~~decrease~~increase in ~~stock-based~~professional ~~compensation expense~~fees. As a percentage of our consolidated revenue, selling, general and administrative expense, before depreciation and amortization, increased to 4226.4% during the three months ended ~~June~~September 30, 2024, as compared to 2423.98% in the three months ended ~~June~~September 30, 2023.

For the ~~six~~nine months ended ~~June~~September 30, 2024, consolidated selling, general and administrative expense, before depreciation and amortization, ~~increased~~ increased by approximately $~~205~~360, or 4.06%, to $58,~~295~~176, as compared to $57,~~090~~816 during the ~~six~~nine months ended ~~June~~September 30, 2023, primarily due to an increase in travel related costs. As a percentage of our consolidated revenue, selling, general and administrative expense, before depreciation and amortization, increased to 3531.56% during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to 23.35% in the nine ~~six~~ months ended ~~June~~September 30, 2023.

Depreciation and Amortization Expense. Depreciation and amortization expense consists primarily of depreciation of fixed assets and amortization of right-of-use assets related to our finance leases, and excludes amounts included in cost of sales. For the three months ended ~~June~~September 30, 2024, consolidated depreciation and amortization expense decreased by $46, or 1318.38%, to $26, as compared to $3032 during the three months ended ~~June~~September 30, 2023.

For the ~~six~~nine months ended ~~June~~September 30, 2024, consolidated depreciation and amortization expense decreased by $~~113~~119, or 7263.43%, to $4369, as ~~compared~~ compared to $~~156~~188 during the ~~six~~nine months ended ~~June~~September 30, 2023.

(Loss) Income from Operations

The following table represents our operating (loss) income by reportable segment for the periods indicated (in thousands, except percentages):

	Three Months Ended												~~Six~~Nine Months Ended
	June 30,												June 30,
	September 30,												September 30,
	2024			2023 (As Restated)			Variance			%			2024			2023 (As Restated)			Variance			%
Electrical Infrastructure	$	(~~565~~382	)	$	2,~~975~~665		$	(3,~~540~~047	)		(~~119~~114.03	)	$	54(329	)	$	47,~~837~~503		$	(47,~~783~~832	)		(98104.94	)
Critical Power Solutions		~~(611~~211	)		(~~506~~621	)		~~(105~~832	)		~~(20~~134.80	)		(~~1,171~~959	)		(~~943~~1,564	)		~~(228~~605	)		~~(24~~38.27	)
Unallocated corporate overhead expenses		(~~1,124~~926	)		(1,~~680~~104	)		~~556~~178			3316.1			(23,~~289~~215	)		(23,~~429~~534	)		~~140~~319			59.80
(Loss) income from operations	$	(21,~~300~~097	)	$	~~789~~940		$	(32,~~089~~037	)		(~~391~~216.57	)	$	(34,~~406~~503	)	$	12,~~465~~405		$	(46,~~871~~908	)		~~332~~287.52

Electrical Infrastructure. Operating income from our Electrical Infrastructure segment decreased by $3,~~540~~047 during the three months ended ~~June~~September 30, 2024, as compared to the three months ended ~~June~~September 30, 2023, primarily due to a decrease in sales of our electrical infrastructure equipment and an increase in selling, general and administrative expense.

Operating income from our Electrical Infrastructure segment decreased by $47,~~783~~832 during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to the ~~six~~ nine months ended ~~June~~September 30, 2023, primarily due to a decrease in sales of our electrical infrastructure equipment and an increase in selling, general and administrative expense.

Critical Power Solutions. Operating ~~loss~~income from our Critical Power segment increased by $~~105~~832 during the three months ended ~~June~~September 30, 2024, as as compared to the three months ended ~~June~~September 30, 2023, primarily due to an increase ~~research~~in ~~and~~sales ~~development~~of ~~costs related to~~ our e-Boost equipment from ~~Pioneer~~our Pioneer eMobility business ~~and~~in anaddition ~~unfavorable~~to ~~sales~~an ~~mix~~increase in ~~the~~ service ~~business~~sales.

Operating loss from our Critical Power segment ~~increased~~decreased by $~~228~~605 during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2023, primarily due to an increase ~~research~~in ~~and~~sales ~~development~~of ~~costs related to~~ our e-Boost equipment from our Pioneer eMobility business in addition ~~and~~to an ~~unfavorable~~increase ~~sales mix~~ in ~~the~~ service ~~business~~sales.

General Corporate Expense. Our general corporate expenses consist primarily of executive management, corporate accounting and human resources personnel, corporate office expenses, financing and corporate development activities, payroll and benefits administration, treasury, tax compliance, legal, stock-based compensation, public reporting costs and costs not specifically allocated to reportable business segments.

During the three months ended ~~June~~September 30, 2024, our unallocated corporate overhead expense decreased by $~~556~~178, or 3316.1%, as compared to the ~~three~~ three months ended ~~June~~September 30, 2023, primarily due to a decrease in stock-based compensation expense.

During the ~~six~~nine months ended ~~June~~September 30, 2024, our unallocated corporate overhead expense decreased by $~~140~~319, or 59.80%, as compared to the ~~six months~~nine months ended ~~June~~September 30, 2023, primarily due to a decrease in stock-based compensation expense.

Non-Operating Expense (Income) ~~Expense~~

Interest Expense (Income). For the three and ~~six~~nine months ended ~~June~~September 30, 2024, we had interest ~~income~~expense of approximately $1723 and interest income of approximately $4825, respectively, as compared to interest income of approximately $7960 and $~~132~~192, respectively, during the three and ~~six~~nine months ended ~~June~~September 30, 2023. We generated the majority of our interest income from our cash on hand during the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023.

Other Expense (Income). Other expense (income) in the consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations.

For the three and ~~six~~nine months ended ~~June~~September 30, 2024, we had other non-operating ~~income~~expense ~~was~~of $01 and other non-operating income $4039, respectively, as compared to other non-operating ~~expense~~ income of $2011 and $74, respectively, during the three and ~~six~~nine months ended ~~June~~September 30, 2023.

Provision for Income Taxes. Our effective income tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 was 0.0%.

Net Loss (Income) per Share

We generated a net loss of $21,~~283~~121 during the three months ended ~~June~~September 30, 2024, as compared to net income of $~~848~~1,011 during the three ~~months~~ months ended ~~June~~September 30, 2023.

Our net loss per basic and diluted share for the three months ended ~~June~~September 30, 2024, was $0.2110, as compared to net income per basic share of $0.0910 ~~and net income per diluted share of $0.08~~ for the three months ended ~~June~~September 30, 2023.

We generated a net loss of $34,~~318~~439 during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to net income of $12,~~590~~601 during the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2023.

Our net loss per basic and diluted share for the ~~six~~nine months ended ~~June~~September 30, 2024, was $0.3242, as compared to net income per basic share of $0.1626 ~~and net income per diluted share of $0.15~~ for the ~~six~~nine months ended ~~June~~September 30, 2023.

LIQUIDITY AND CAPITAL RESOURCES

General. On October 20, 2020, we entered into an At the Market Sale Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or principal (the “ATM Program”). As of ~~June~~September 30, 2024, the Company had $63,~~512~~080 of cash on hand generated primarily from the sale of ~~common~~ common stock under the ATM Program. Since October 20, 2020, and through ~~June~~September 30, 2024, the Company sold an aggregate of 1,835,616 shares of common stock for aggregate gross proceeds of approximately $14,051, before any sales agent fees and expenses payable by us under the ATM Program. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company sold an aggregate of 919,557 shares of common stock for an aggregate consideration of approximately $5,147, before any sales agent fees and expenses payable by the Company under the ATM Program. As of ~~June~~ September 30, 2024, $69,853 of common stock remained available for issuance under the ATM Program.

The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. As a result of the current uncertainty in economic activity, we are unable to predict the potential size and duration of the impact on our revenue and our results of operations, if any. The extent of the potential impact of these macroeconomic factors on our operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. We continue to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on our business. During the ~~six~~nine months ended ~~June~~September 30, 2024, we were able to operate substantially at capacity.

There can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could negatively affect our sales, marketing, and client service efforts, delay and lengthen our sales cycles, decrease our employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm our business and results of operations.

Cash (Used in)/ ~~Provided by~~ Operating Activities. Cash used in our operating activities was $14,~~379~~118 during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to ~~cash provided by operating activities of~~ $~~366~~228 during the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in cash used in operating activities is primarily due to the increase in our net loss and working capital fluctuations.

Cash Used in Investing Activities. Cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2024, was $~~614~~1,277, as compared to $~~810~~2,345 during the ~~six~~nine months ended ~~June~~September 30, 2023. Additions to property and equipment during the ~~six~~nine months ended ~~June~~ September 30, 2024, were $~~614~~1,277, as compared to $~~810~~2,345 of additions during the ~~six~~nine months ended ~~June~~September 30, 2023.

Cash Provided by/ (Used in) Financing Activities. Cash provided by our financing activities was $4,~~923~~893 during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to cash used in financing activities of $~~228~~142 during the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in cash ~~provided~~ provided by financing activities is primarily due to the sale of common stock under the ATM Program.

Working Capital. As of ~~June~~September 30, 2024, we had working capital of $119,~~140~~103, including $63,~~512~~080 of cash on hand, compared to working capital of of $9,421, including $3,582 of cash on hand as of December 31, 2023.

Assessment of Liquidity. As of ~~June~~September 30, 2024, we had $63,~~512~~080 of cash on hand generated primarily from the sale of common stock under the ATM Program. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units in August 2019, and the sale of common stock under the ATM ~~Program and collecting all~~ ~~unpaid principal and interest from the Seller Notes~~Program. Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions.

WeOn ~~expect~~October to29, ~~meet our cash needs with our working capital and cash flows from operating activities. We expect our cash requirements to be generally for operating activities~~2024, ~~capital~~we ~~improvements~~closed ~~and~~on ~~product development. We expect that product development and promotional activities related to our new initiatives will continue in~~ the ~~near~~sale ~~future~~of ~~and we expect to continue to incur costs related to such activities. We expect that~~ our ~~cash~~Pioneer ~~balance~~Custom isElectrical ~~sufficient~~Products, toLLC ~~fund~~subsidiary ~~operations~~ for ~~the~~gross ~~next~~cash ~~twelve~~proceeds ~~months~~of ~~from the date our unaudited consolidated financial statements are issued~~$48,000.

AsWe ofexpect ~~June~~to ~~30,~~meet ~~2024,~~our wecash ~~had~~needs nowith ~~off-balance~~our ~~sheet~~working ~~transactions,~~capital ~~arrangements,~~and ~~obligations~~cash ~~(including~~flows ~~contingent~~from ~~obligations),~~operating oractivities. ~~other~~We ~~relationships with~~expect ~~unconsolidated~~our ~~entities~~cash orrequirements ~~other~~to be ~~persons~~generally ~~that~~for ~~had~~operating activities, orcapital improvements and product development. We expect that ~~may~~product ~~have,~~development aand promotional ~~material~~activities ~~effect~~related onto our ~~financial~~new ~~condition,~~initiatives ~~changes~~will continue in ~~financial~~the near future and we expect to continue to incur costs ~~condition,~~related ~~revenues~~to orsuch ~~expenses,~~activities. ~~results~~We ofexpect that our cash balance is sufficient to fund operations, ~~liquidity,~~for ~~capital~~the ~~expenditures~~next ortwelve ~~capital~~months ~~resources~~from the date our unaudited condensed interim consolidated financial statements are issued.

As of September 30, 2024, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Capital Expenditures

The Company had $~~614~~1,277 of additions to property and equipment during the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to $~~810~~2,345 of additions to to property and equipment during the ~~six~~nine months ended ~~June~~September 30, 2023.

Known Trends, Events, Uncertainties and Factors That May Affect Future Operations

We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including the cyclical nature of the electrical equipment industry and the markets for our products and services. Our operating results could also be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies, such as copper, steel and aluminum. We have various insurance policies, including cybersecurity, covering risks in amounts that we consider adequate. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing efficiency and through increases in prices where competitively feasible. Lastly, other economic conditions we cannot foresee may affect customer demand. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. We predominately sell to customers in the industrial production and commercial construction markets. Accordingly, changes in the condition of any of our customers may have a greater impact than if our sales were more evenly distributed between different end markets. For a further discussion of factors that may affect future operating results see the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~June~~September 30, 2024. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, and as a result of the material weaknesses described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2024. In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited ~~interim~~ condensed interim consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in ~~internal~~ internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or unaudited condensed interim consolidated financial statements will not be prevented or detected on a timely basis.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The following material weaknesses in our internal control over financial reporting were present as of December 31, 2023, and continued to exist as of ~~June~~September 30, 2024:

● The Company did not maintain effective controls over the revenue recognition of over-time contracts and associated costs. The Company’s underlying estimates of total labor hours required to complete over-time contracts were materially different from the actual labor hours required, which was determined to represent an error, and, as a result, the percentage of completion used to recognize revenue was materially different from the percentage of completion using actual labor hours incurred. Additionally, the Company did not properly account for recognition of costs incurred by contract. This material weakness resulted in the restatement of the Company’s consolidated financial statements for the year ended December 31, 2022, as well as its interim consolidated financial statements for the three months ended March 31, 2022, and 2023, the three and ~~six~~nine months ended June 30, 2022, and 2023 and the three and nine months ended September 30, 2022, and 2023. ● The Company did not design and maintain effective controls over the accounting for inventory and related cost of sales, primarily due to the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory. Specifically, we did not design and maintain effective controls over (1) complete and accurate inventory costing, including recording inventoriable costs at the lower of cost and net realizable value, (2) cycle count procedures and inventory system changes, which occur without proper review and documentation and (3) proper segregation of duties. ● The Company has a lack of sufficient accounting personnel with the necessary skills, knowledge, and expertise. This deficiency impacts our ability to ensure appropriate segregation of duties, and to accurately and timely close, consolidate and prepare financial statements as required to maintain compliance with reporting deadlines under applicable SEC regulations.

Management’s Plan to Remediate the Material Weaknesses

The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal control over financial reporting. Specifically, the Company has:

	●	engaged external third parties for assistance as needed;
	●	initiated a review and update of significant accounting policies, procedures, and controls; and
	●	begun additional training for its accounting and financial reporting personnel.

Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies.

The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. These steps will take time to be fully implemented and confirmed to be effective and sustainable. Additional controls may also be required over time. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

Changes in Internal Control over Financial Reporting

Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three ~~months~~ months ended ~~June~~September 30, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal control ~~over~~ over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business.

On June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S. District Court, District of Nebraska naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee of the Company, collectively as defendants. Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking special damages related to the injuries allegedly sustained by Plaintiffs. The amended complaint also named Titan Energy Systems, Inc. as a defendant instead of Pioneer Critical Power, Inc. On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended Complaint. On October 6, 2023, a mediation was held, but the parties did not reach a settlement. In June 2024, another mediation was held and the parties reached a settlement for all of the Plaintiffs’ claims. The case was dismissed with prejudice on July 23, 2024.

As of the date hereof, we are not aware of or a party to any other legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results.

We can give no assurance that any other lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results.

We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

A description of the risks associated with our business, financial condition and results of operations is set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on July 26, 2024, and are supplemented with the following revised risk ~~factors~~factor:

We may not meet the continued listing requirements of Nasdaq, which could result in a delisting of our common stock.

As previously disclosed, on April 18, 2024, we received a notice (the “10-K Notice”) from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that as we had not yet filed our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), we no longer complied with Listing Rule 5250(c)(1) for continued listing on Nasdaq (the “Listing Rule”). On May 24, 2024, we received an additional notice from Nasdaq notifying us that as we had not yet filed our Form 10-Q for the quarter ended March 31, 2024 (the “Q1 10-Q”), and because we remained delinquent in filing the Form 10-K, we did not comply with the Listing Rule. On July 26, 2024, we filed the Form 10-K with the SEC and are now in compliance with such filing.

On August 21, 2024, we received a notice from Nasdaq notifying us that as we had not yet filed our Form 10-Q for the quarter ended June 30, 2024 (the “Q2 10-Q”, and together with the Q1 10-Q, the “Delinquent Filings”), we were not in compliance with the Listing Rule. We previously submitted a plan to Nasdaq (the “Plan”) on June 17, 2024, to regain compliance with respect to the Delinquent Filings and Nasdaq granted an exception until September 20, 2024, to file the Delinquent Filings. Pursuant to the notice we received on August 21, 2024, we were required to submit an update to the Plan to Nasdaq by September 5, 2024, to regain compliance. We submitted an update to the Plan to Nasdaq on September 5, 2024, and we filed the Q1 10-Q on September 10, 2024. On September 19, 2024, Nasdaq granted us an additional exception of up to a maximum of 180 calendar days from the prescribed filing due date of the Form 10-K to file the Q2 10-Q, or until October 14, 2024, to regain compliance. In the event we do not satisfy these terms, the Staff will provide written notification that our securities will be delisted. At that time, we may appeal the Staff’s determination to a hearings panel.

Although we expect to take actions intended to restore our compliance with the listing requirements, we can provide no assurance that any action taken by us would be successful.

If our common stock is delisted from the Nasdaq Capital Market, we expect that our common stock would begin trading on the over-the-counter markets. The delisting of our common stock could result in a reduction in our trading price and would substantially limit the liquidity of our common stock. In addition, delisting could materially adversely impact our ability to raise capital or pursue strategic restructuring, refinancing or other transactions. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of confidence by institutional investors.

We currently derive a significant portion of our revenues from two customers. Material or significant loss of business from these customers could have an adverse effect on our business, financial condition and operating results.

We depend on two customers for a large portion of our business, and any change in the level of orders from these customers could have a significant impact on our results of operations. Approximately 1026% and 11% of our sales during the three and nine months ended ~~June~~ September 30, 2024, respectively, were made to one customer, and approximately 1610% of our sales during the ~~six~~three months ended ~~June~~September 30, 2024, were made to another customer. Loss of business from these customers could have an adverse effect on our business, financial condition and operating results. The majority of our sales to these customers were made pursuant to contract terms and conditions for each project.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

2625

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Equity Contribution and Purchase Agreement, dated as of October 29, 2024, by and among Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, LLC, Voltaris Power LLC and Pioneer Investment LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on November 4, 2024).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* 101.SCH* 101.CAL* 101.DEF* 101.LAB* 101.PRE* 104*		Inline XBRL Instance Document. Inline XBRL Taxonomy Extension Schema Document. Inline XBRL Taxonomy Extension Calculation Linkbase Document. Inline XBRL Taxonomy Extension Definition Linkbase Document. Inline XBRL Taxonomy Extension Labels Linkbase Document. Inline XBRL Taxonomy Extension Presentation Linkbase Document. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
99.1		Unaudited pro forma financial information of the Company (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on November 4, 2024).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PIONEER POWER SOLUTIONS, INC.
Date: October 8, 2024	By:	/s/ Nathan J. Mazurek
Date: November 14, 2024	By:	/s/ Nathan J. Mazurek
	Name:	Nathan J. Mazurek
	Title:	Chief Executive Officer ~~(Principal Executive Officer duly authorized to sign on behalf of Registrant)~~
		(Principal Executive Officer duly authorized to sign on behalf of Registrant)

Date: October 8, 2024		/s/ Walter Michalec
Date: November 14, 2024		/s/ Walter Michalec
	Name:	Walter Michalec
	Title:	Chief Financial Officer ~~(Principal Financial Officer duly authorized to sign on behalf of Registrant)~~
		(Principal Financial Officer duly authorized to sign on behalf of Registrant)

2827

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