PIONEER POWER SOLUTIONS, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 Report of Independent Registered Public Accounting Firm ( Marcum LLP , Saddle Brook, NJ : PCAOB ID# 688 ) 32 Report of Independent Registered Public Accounting Firm (BDO USA, LLP, New York, NY: PCAOB ID# 243 ) 33 Consolidated Statements of Operations 34 Consolidated Balance Sheets 35 Consolidated Statements of Cash Flows 36 Consolidated Statements of Stockholders’ Equity 37 Notes to the Consolidated Financial Statements 38 31 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Pioneer Power Solutions, Inc. Fort Lee, New Jersey Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc. (the “Company”) as of December 31, 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum llp Marcum llp We have served as the Company’s auditor since 2022. Saddle Brook, New Jersey April 11, 2023 32 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Pioneer Power Solutions, Inc. Fort Lee, New Jersey Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc. (the “Company”) as of December 31, 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP We served as the Company’s auditor from 2014 to 2022. New York, New York March 31, 2022 33 PIONEER POWER SOLUTIONS, INC. Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2022 2021 Revenues $ 27,000 $ 18,311 Cost of goods sold 22,393 16,918 Gross profit 4,607 1,393 Operating expenses Selling, general and administrative 8,636 5,255 Total operating expenses 8,636 5,255 Loss from operations ( 4,029 ) ( 3,862 ) Interest income ( 465 ) ( 387 ) Other expense (income), net 67 ( 1,292 ) Loss before taxes ( 3,631 ) ( 2,183 ) Income tax expense (benefit) 7 ( 16 ) Net loss $ ( 3,638 ) $ ( 2,167 ) Loss per share: Basic $ ( 0.37 ) $ ( 0.24 ) Diluted $ ( 0.37 ) $ ( 0.24 ) Weighted average common shares outstanding: Basic 9,727,542 8,857,942 Diluted 9,727,542 8,857,942 The accompanying notes are an integral part of these consolidated financial statements. 34 PIONEER POWER SOLUTIONS, INC. Consolidated Balance Sheets (In thousands, except share amounts) December 31, 2022 2021 ASSETS Current assets Cash $ 10,296 $ 9,924 Restricted cash - 1,775 Notes receivable and accrued interest - 5,778 Accounts receivable, net 11,139 2,429 Inventories 8,748 4,160 Prepaid expenses and other current assets 2,853 1,069 Total current assets 33,036 25,135 Property and equipment, net 1,800 516 Operating lease right-of-use assets 1,450 1,672 Financing lease right-of-use assets 727 565 Other assets 162 39 Total assets $ 37,175 $ 27,927 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities $ 7,239 $ 3,352 Current portion of operating lease liabilities 703 605 Current portion of financing lease liabilities 355 202 Deferred revenue 10,665 2,423 Total current liabilities 18,962 6,582 Operating lease liabilities, non-current portion 797 1,108 Financing lease liabilities, non-current portion 418 411 Other long-term liabilities 65 274 Total liabilities 20,242 8,375 Commitments and contingencies (Note 9) - - 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; 9,644,545 and 9,640,545 shares issued and outstanding on December 31, 2022 and 2021, respectively 10 10 Additional paid-in capital 32,859 31,840 Accumulated other comprehensive income 14 14 Accumulated deficit ( 15,950 ) ( 12,312 ) Total stockholders’ equity 16,933 19,552 Total liabilities and stockholders’ equity $ 37,175 $ 27,927 The accompanying notes are an integral part of these consolidated financial statements. 35 PIONEER POWER SOLUTIONS, INC. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2022 2021 Operating activities Net loss $ ( 3,638 ) $ ( 2,167 ) Depreciation 228 153 Amortization of right-of-use finance leases 238 285 Amortization of imputed interest ( 455 ) ( 428 ) Interest expense from PPP Loan - 4 Gain on forgiveness of PPP Loan - ( 1,417 ) Amortization of right-of-use operating leases 663 580 Change in receivable reserves ( 140 ) 71 Proceeds from insurance receivable - 95 Stock-based compensation 1,002 186 Changes in current operating assets and liabilities: Accounts receivable ( 8,570 ) 115 Inventories ( 4,589 ) ( 1,756 ) Prepaid expenses and other assets ( 1,799 ) ( 195 ) Income taxes 28 397 Accounts payable and accrued liabilities 3,670 ( 73 ) Deferred revenue 8,243 1,709 Operating lease liabilities ( 653 ) ( 752 ) Net cash used in operating activities ( 5,772 ) ( 3,193 ) Investing activities Purchases of property and equipment ( 1,512 ) ( 237 ) Collection of notes receivable 6,234 - Net cash provided by/ (used in) investing activities 4,722 ( 237 ) Financing activities Net proceeds from the exercise of options for common stock 17 58 Net proceeds from issuance of common stock - 8,663 Payment to affiliates ( 129 ) - Dividend paid to shareholders - ( 1,047 ) Principal repayments of financing leases ( 241 ) ( 112 ) Net cash (used in)/ provided by financing activities ( 353 ) 7,562 (Decrease) increase in cash and restricted cash ( 1,403 ) 4,132 Cash, and restricted cash, beginning of year 11,699 7,567 Cash, and restricted cash, end of period $ 10,296 $ 11,699 Supplemental cash flow information: Interest paid 4 3 Income taxes paid, net of refunds ( 20 ) ( 395 ) Non-cash investing and financing activities: Acquisition of right-of-use assets and lease liabilities 841 1,598 The accompanying notes are an integral part of these consolidated financial statements. 36 PIONEER POWER SOLUTIONS, INC. Consolidated Statements of Stockholders’ Equity (Amounts in thousands, except share amounts) Accumulated other Common Stock Additional paid-in compre- hensive Accumulated Total stockholders’ Shares Amount capital income deficit equity Balance - January 1, 2021 8,726,045 $ 9 $ 23,981 $ 14 $ ( 10,145 ) $ 13,859 Net loss - - - - ( 2,167 ) ( 2,167 ) Stock-based compensation - - 186 - - 186 Dividend to shareholders - - ( 1,047 ) - - ( 1,047 ) Exercise of stock options 26,000 - 58 - - 58 Issuance of common stock, net of transaction costs 888,500 1 8,662 - - 8,663 Balance - December 31, 2021 9,640,545 $ 10 $ 31,840 $ 14 $ ( 12,312 ) $ 19,552 Balance - January 1, 2022 9,640,545 $ 10 $ 31,840 $ 14 $ ( 12,312 ) $ 19,552 Balance 9,640,545 $ 10 $ 31,840 $ 14 $ ( 12,312 ) $ 19,552 Net loss - - - - ( 3,638 ) ( 3,638 ) Stock-based compensation - - 1,002 - - 1,002 Exercise of stock options 4,000 - 17 - - 17 Balance - December 31, 2022 9,644,545 $ 10 $ 32,859 $ 14 $ ( 15,950 ) $ 16,933 Balance 9,644,545 $ 10 $ 32,859 $ 14 $ ( 15,950 ) $ 16,933 The accompanying notes are an integral part of these consolidated financial statements. 37 PIONEER POWER SOLUTIONS, INC. Notes to Consolidated Financial Statements 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,” “Pioneer Power,” “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. NASDAQ Listing On September 24, 2013, the Company completed an underwritten public offering of 1,265,000 shares of its common stock at a gross sales price of $ 7.00 per share, resulting in net proceeds to the Company of approximately $ 7.9 million, after deducting underwriting discounts and commissions and other offering expenses. In connection with the public offering, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol PPSI. Segments In determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has two reportable segments, which are also our operating segments: Transmission & Distribution Solutions (“T&D Solutions”) and Critical Power Solutions (“Critical Power”). Financial information about the Company’s segments is presented in Note 13 - Business Segment, Geographic and Customer Information. Sale of Transformer Business Units On June 28, 2019, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), by and among the Company, Electrogroup Canada, Inc., a wholly owned subsidiary of the Company (“Electrogroup”), Jefferson Electric, Inc., a wholly owned subsidiary of the Company (“Jefferson”), JE Mexican Holdings, Inc., a wholly owned subsidiary of the Company (“JE Mexico,” and together with Electrogroup and Jefferson, the “Disposed Companies”), Nathan Mazurek (Chief Executive Officer of the Company), Pioneer Transformers L.P. (the “US Buyer”) and Pioneer Acquireco ULC (the “Canadian Buyer,” and together with the US Buyer, the “Buyer”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to sell (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE Mexico to the US Buyer (the “Equity Transaction”), for a purchase price of $ 68.0 million. Included in the purchase price, the Company received two subordinated promissory notes, issued by the Buyer, in the aggregate principal amount of $ 5.0 million and $ 2.5 million, for a total aggregate principal amount of $ 7.5 million (the “Seller Notes”). During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $ 1.8 million in cash and reducing the principal amount of the $ 5.0 million Seller Note to $ 3.2 million. During the second quarter of 2020, the Company recognized an additional reduction to the principal amount of the Seller Note of $ 194 for a valid claim paid by the Buyer on behalf of the Company. On December 15, 2022, the Company received in excess of $ 6.2 million as a final payment of all unpaid principal and interest paying the Seller Notes in full (see Note 7 - Notes Receivable). The transaction was consummated on August 16, 2019. Pioneer sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type transformer manufacturing businesses within the Company’s T&D Solutions segment. Pioneer Power retained its switchgear manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power segment. Termination of CleanSpark Agreement On June 3, 2022, the Company and CleanSpark entered into a termination agreement (the “Termination Agreement”) to terminate the Distribution Agreement. Pursuant to the Termination Agreement, the Company agreed to, amongst others, (i) release CleanSpark from further liabilities due under the Distribution Agreement, including for certain future amounts due under the Distribution Agreement and certain accounts payable invoices, (ii) assume the responsibility of billing and collecting payment from Enchanted Rock Electric, LLC, a third party and mutual client of both the Company and CleanSpark for all open sales orders amounts under its outstanding agreements for Products that have or will be manufactured by the Company, and (iii) return portions of certain deposits advanced to the Company pursuant to the Distribution Agreement. CleanSpark additionally transferred the services and maintenance agreements and associated rights and liabilities it had related to switchgear products manufactured by the Company, and the Company assumed all liability and responsibility for all claims of the Products including, but not limited to, all repairs, defects, and warranty liability of the Products that were previously manufactured by the Company and then distributed or sold by CleanSpark. Basis of Presentation The accompanying audited 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 December 31, 2022 and 2021. 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”). 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 audited consolidated financial statements have been included. 38 These audited consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Liquidity The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the year ended December 31, 2022, the Company had $10.3 million of cash on hand and working capital of $14.1 million. The cash on hand was generated primarily from the sale of common stock under the ATM Program during the year ended December 31, 2021 and payment of all unpaid principal and interest from the Seller Notes during the year ended December 31, 2022. We have met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the Equity Transaction, proceeds from the sale of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock, proceeds from insurance, sale of common stock under the ATM Program, funding from the Payroll Protection Program and collecting all unpaid principal and interest from the Seller Notes. Our cash requirements historically were generally for operating activities, debt repayment, capital improvements and acquisitions. We expect to meet our cash needs with our working capital and cash flows from our operating activities. We expect our 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. On June 1, 2021, the board of directors of the Company declared a special cash dividend of $ 0.12 per common share, payable to shareholders of record as of June 22, 2021, to be paid on July 7, 2021. The cash dividends were paid in July of 2021 and equaled $ 0.12 per share on the $ 0.001 par value common stock resulting in an aggregate distribution of approximately $ 1.0 million representing a capital repayment paid from additional paid-in capital (“APIC”). On November 10, 2021, we sold 888,500 shares of common stock under the ATM Program, for total gross proceeds of approximately $ 9.0 million, at an average price of $ 10.1288 per share. We incurred approximately $ 273 of costs related to the common shares issued (including a placement fee of 3.0 % , or approximately $ 270 , to Wainwright), resulting in net proceeds of approximately $ 8.7 million. On December 13, 2021, we filed a prospectus supplement, which forms a part of our registration statement on Form S-3 (File No. 333-249569), that was declared effective by the SEC on October 27, 2020, in connection with the offer and sale of up to an aggregate offering amount of $ 8.6 million of common stock that may be issued and sold under the ATM Program. We did not sell any shares of common stock under the ATM Program during the year ended December 31, 2022. As of December 31, 2022, $ 8.6 million of common stock remained available for issuance under the ATM Program. During the year ended December 31, 2021, the Company executed a cash collateral security agreement with a commercial bank, which agreement required us to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit in the amount of $ 1.8 million. During the first quarter of 2022, the Company amended its agreement with the commercial bank to decrease the required amount of cash collateral by $ 1.3 million. On May 6, 2022, the Company received notice that the cash collateral security agreement it had executed with the commercial bank was cancelled. Upon cancellation of the cash collateral security agreement, any unpaid reimbursement obligations owing to the commercial bank were also cancelled. On May 11, 2022, the commercial bank released and transferred the remaining cash collateral of $ 505 to the Company. The Company had no restricted cash on the consolidated balance sheets at December 31, 2022. The Company accounts for restricted cash under the guidance of ASU No. 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and restricted cash and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED CASH 2022 2021 December 31, 2022 2021 Cash $ 10,296 $ 9,924 Restricted cash - 1,775 Total cash and restricted cash as shown in the statement of cash flows $ 10,296 $ 11,699 39 Risks and Uncertainties The worldwide spread of the novel coronavirus (“COVID-19”), including the emergence of variants and subvariants, as well as rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments (including the war in Ukraine) 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 until economic activity normalizes. As a result of the current uncertainty in economic activity, the Company is unable to predict the size and duration of the impact on its revenue and its results of operations. The extent of the impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the duration and spread of COVID-19 and its variants and the duration and the extent of geopolitical disruption and their respective impacts 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 the COVID-19 pandemic and take steps deemed appropriate to limit the impact on its business. During the year ended December 31, 2022, the Company was able to operate substantially at capacity. Similarly, the economic uncertainty caused by the COVID-19 pandemic has made and may continue to make it difficult for the Company to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. The Company has committed, and the Company plans to continue to commit, resources to grow its business, employee base, and technology development, and such investments may not yield anticipated returns, particularly if worldwide business activity continues to be impacted by the COVID-19 pandemic. The duration and extent of the impact from the COVID-19 pandemic depend on future developments that cannot be accurately predicted at this time, and if the Company is not able to respond to and manage the impact of such events effectively, its business may be harmed. 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. See Note 2 – Summary of Significant Accounting Policies for details of risks and uncertainties surrounding recent bank failures. Reclassification The following items have been reclassified in the 2021 financial statements to conform to current year presentation: Principal repayments of financing leases and the reduction in operating leases have been reclassified in the audited consolidated statements of cash flows and presented in the applicable cash flow activity for the year ended December 31, 2021. The inventories footnote contains a reclassification of the provision for excess and obsolete inventory and reductions to net realizable value to the applicable inventory classification at December 31, 2021. The payment of deferred payroll taxes during the year ended December 31, 2021 was reclassified to now be included in cash used in operating activities. Rounding All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. 40 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Significant estimates in these financial statements include measurement of revenue for contracts accounted for over time, allowance for doubtful accounts receivable, inventory provision, useful lives and impairment of long-lived assets and income tax provision. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions. 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 performance obligations. 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. Revenue from the sale of our electric power systems is recognized either over time or at a point in time and substantially all of our revenue from the sale of power generation equipment is recognized at a point in time. Revenues are recognized at the point in time that the customer obtains control of the good, which is when it has taken title to the products and has assumed the risks and rewards of ownership specified in the purchase order or sales agreement. Certain sales of highly customized electrical power systems 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. Revenue for such agreements is recognized under the input method based on either cost or direct labor hours incurred relative to the estimated cost or direct labor hours expected to be consumed to complete the project. Under the cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price and the measurement of progress towards completion. Due to the nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these 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, which are recognized as services are delivered. Cost of Goods Sold Cost of goods sold for the T&D Solutions and Critical Power segments 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. 41 Financial Instruments The Company’s financial instruments consist primarily of cash, restricted cash, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates which are periodically adjusted to market rates. Unless otherwise indicated, the carrying value of these financial instruments approximates their fair market value. Concentrations 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 follows: At December 31, 2022, three customers represented approximately 57 %, 13 % and 11 % of the Company’s accounts receivable. At December 31, 2021, two customers represented approximately 32 % and 11 % of the Company’s accounts receivable. For the year ended December 31, 2022, one customer represented approximately 45 % of the Company’s revenue. For the year ended December 31, 2021, two customers represented approximately 22 % and 19 % of the Company’s revenue. Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits and investments with an original maturity at the date of purchase of three months or less. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 . As of December 31, 2022 and 2021, the Company had balances of $ 10.0 million and $ 9.7 million in excess of the FDIC insured limits, respectively. The Company reduces exposure to credit risk by maintaining cash deposits with major financial institutions. The Company has not experienced any losses on these accounts to date. While the Company does not anticipate any losses, liquidity issues, or capital resource constraints arising from the recent bank failures, it cannot predict at this time to what extent it or its collaborators, employees, suppliers, and/or vendors could be negatively impacted by such bank failures and other macroeconomic and geopolitical events. Restricted Cash Restricted cash consists of a cash collateral security agreement with a commercial bank which required the Company to pledge cash collateral as security for all unpaid reimbursement obligations owing to the commercial bank for an irrevocable standby letter of credit. Accounts Receivable The Company accounts for trade receivables at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company writes off trade receivables when they are deemed uncollectible. The Company records recoveries of trade receivables previously written off when it receives them. Management considers the Company’s allowance for doubtful accounts to appropriately measure the uncertainty in certain accounts receivable. The allowance for doubtful accounts was $ 0 and $ 140 as of December 31, 2022 and 2021, respectively. Long-Lived Assets Depreciation and amortization for property and equipment, and finite life intangible assets, is computed and included in cost of goods sold and in selling and administrative expense, as appropriate. Long-lived assets, consisting primarily of property and equipment, are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight line method, based on the estimated useful lives of the assets (buildings - 25 years, machinery and equipment - 5 to 15 years, computer hardware and software - 3 to 5 years, furniture & fixtures 5 to 7 years, leasehold improvements – term of lease). Depreciation commences in the year the assets are ready for their intended use. Historically, finite life intangible assets have consisted primarily of customer relationships in multiple categories that are specific to the businesses acquired and for which estimated useful lives were determined based on actual historical customer attrition rates. These finite life intangible assets were amortized by the Company over periods ranging from four to ten years. Long-lived assets and finite life intangible assets are reviewed for impairment whenever events or circumstances have occurred that indicate the remaining useful life of the asset may warrant revision or that the remaining balance of the asset may not be recoverable. Upon indications of impairment, or in the normal course of annual testing, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The measurement of possible impairment is generally estimated by the ability to recover the balance of an asset group from its expected future operating cash flows on an undiscounted basis. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value thereof. Determining asset groups and underlying cash flows requires the use of significant judgment. 42 Leases The Company leases offices, facilities and equipment under operating and financing leases. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded as short-term lease expense. The discount rate used to calculate present value is the Company’s incremental borrowing rate based on the lease term and the economic environment of the applicable country or region. Certain leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is reasonably certain they will be exercised. The Company has elected to account for lease and non-lease components as a single lease component for its offices and manufacturing facilities. Some lease arrangements include payments that are adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease. The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense. The Company’s leases typically do not contain material residual value guarantees or restrictive covenants. Income Taxes The Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. For the year ended December 31, 2022 and 2021, the Company operated solely in the United States. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing the provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company believes that the deferred asset, net recorded as of December 31, 2022 and 2021 is realizable through future reversals of existing taxable temporary differences. If the Company was to subsequently determine that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made. The Company will continue to assess the adequacy of the valuation allowance on a quarterly basis. The Company’s tax filings are subject to audit by various taxing authorities. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences or events that have been recognized in the Company’s financial statements or tax returns. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see “Unrecognized Tax Benefits” below). Income tax related interest and penalties are grouped with interest expense on the consolidated statement of operations. Unrecognized Tax Benefits The Company accounts for unrecognized tax benefits in accordance with FASB ASC “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon ultimate settlement with a taxing authority, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Additionally, ASC 740 requires the Company to accrue interest and related penalties, if applicable, on all tax positions for which reserves have been established consistent with jurisdictional tax laws. The Company’s policy is to recognize interest and penalties related to income tax matters as interest expense. See Note 12 - Income Taxes. Share-Based Payments The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period, using the straight-line attribution approach. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. The Company computes the fair value of stock options granted using the Black-Scholes option pricing model. Award forfeitures are accounted for at the time of occurrence. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The expected term used for warrants is the contractual life. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company does not currently have a sufficient trading history to support its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Inventories Inventories are stated at the lower of cost or net realizable value using a weighted average cost method and includes the cost of materials, labor and manufacturing overhead. The Company uses estimates in determining the level of reserves required to state inventory at the lower of cost or net realizable value. The Company estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory. See Note 5 - Inventories. Loss Per Share Basic loss per share is computed by dividing the income loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing the loss for the period by the weighted average number of common and common equivalent shares outstanding during the period. (See Note 14 - Basic and Diluted Net Loss Per Share). Recent Accounting Pronouncements The Company did not adopt any new material accounting pronouncements during the year ended December 31, 2022. There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s financial statements. Measurement of Credit Losses on Financial Instrument . In June 2016, the FASB issued amended guidance to ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. This amended guidance for small reporting companies is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company does not expect that the amended guidance will have a material effect on our consolidated financial statements and related disclosures. 43 3. REVENUES Nature of our products and services Our principal products and services include electric power systems, distributed energy resources, power generation equipment and mobile EV charging solutions. Products Our T&D Solutions business provides electric power systems and distributed energy resources that help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy requirements. Our Critical Power business provides customers with our suite of mobile e-Boost electric vehicle charging solutions and power generation equipment. Services Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. Our power maintenance programs provide preventative maintenance, repair and support service for our customers’ power generation systems. Our principal source of revenue is derived from sales of products and fees for services. We measure revenue based upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. 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 our 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 we expect to receive in exchange for those products or services. To achieve this core principal, 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. 44 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. Revenue from the sale of our electric power systems is recognized either over time or at a point in time and substantially all of our revenue from the sale of power generation equipment is recognized at a point in time. Revenues are recognized at the point in time that the customer obtains control of the good, which is when it has taken title to the products and has assumed the risks and rewards of ownership specified in the purchase order or sales agreement. Certain sales of highly customized electrical power systems 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. Revenue for such agreements is recognized under the input method based on either cost or direct labor hours incurred relative to the estimated cost or direct labor hours expected to be consumed to complete the project. Under the cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price and the measurement of progress towards completion. Due to the nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident. During the year ended December 31, 2022, the Company recognized $ 4.5 million of revenue over time and incurred costs of $ 3.7 million. During the year ended December 31, 2021, the Company recognized $ 3.5 million of revenue over time and incurred costs of $ 3.1 million. Additionally, the Company recognized $ 15.8 million and 7.9 million of revenue at a point in time from the sale of our products during the year ended December 31, 2022 and 2021, 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 $ 7.4 million and $ 6.9 million of service revenue during the year ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized approximately $ 2.2 million of revenue that was recognized as deferred revenue at December 31, 2021, as compared to $ 714 of revenue during the year ended December 31, 2021 that was recognized as deferred revenue at December 31, 2020. There was no revenue recognized during the year ended December 31, 2022 and 2021 from performance obligations satisfied in prior periods. 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 also 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 years ended December 31, 2022 and 2021 were insignificant. 45 The following table presents our revenues disaggregated by revenue discipline: SCHEDULE OF REVENUE DISAGGREGATED 2022 2021 Year Ended December 31, 2022 2021 Products $ 19,611 $ 11,375 Services 7,389 6,936 Total revenue $ 27,000 $ 18,311 See Note 13 - Business Segment, Geographic and Customer Information. 4. 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 year ended December 31, 2022, other expense was $ 67 , as compared to other income of $ 1.3 million during the year ended December 31, 2021. For the year ended December 31, 2021, included in other income was a gain of $ 1.4 million for the extinguishment and forgiveness of the PPP Loan. 5. INVENTORIES The components of inventories are summarized below: SCHEDULE OF INVENTORIES 2022 2021 December 31, 2022 2021 Raw materials $ 2,962 $ 993 Work in process 5,786 3,167 Total inventories $ 8,748 $ 4,160 6. PROPERTY AND EQUIPMENT, NET Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Machinery, vehicles and equipment $ 2,308 $ 1,396 Furniture and fixtures 208 205 Computer hardware and software 591 541 Leasehold improvements 368 322 Construction in progress 499 - Property and equipment gross 3,974 2,464 Less: accumulated depreciation ( 2,174 ) ( 1,948 ) Total property and equipment, net $ 1,800 $ 516 Depreciation expense was $ 228 and $ 153 for the period ended December 31, 2022 and 2021, respectively. 7. NOTES RECEIVABLE, NET In connection with the sale of the transformer business units in August 2019 (the “Equity Transaction”), amongst other consideration, we received two subordinated promissory notes in the aggregate principal amount of $ 5.0 million and $ 2.5 million, for a total aggregate principal amount of $ 7.5 million (the “Seller Notes”), subject to certain adjustments. The Seller Notes accrue interest at a rate of 4.0 % per annum, with a final payment of all unpaid principal and interest becoming fully due and payable at December 31, 2022. The Company determined the fair value of the Seller Notes based on market conditions and prevailing interest rates. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $ 1.8 million in cash and reducing the principal amount of the $ 5.0 million Seller Note to $ 3.2 million. During the second quarter of 2020, the Company recognized an additional reduction to the principal amount of the Seller Note of $ 194 for a valid claim paid by the Buyer on behalf of the Company. On December 15, 2022, the Company received in excess of $ 6.2 million as a final payment of all unpaid principal and interest paying the Seller Notes in full. 46 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities are summarized below: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2022 2021 December 31, 2022 2021 Accounts payable $ 5,615 $ 2,089 Accrued liabilities 1,624 1,263 Total accounts payable and accrued liabilities $ 7,239 $ 3,352 Accrued liabilities primarily consist of accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued insurance. At December 31, 2022 and 2021, accrued sales commissions were $ 278 and $ 247 , respectively. Accrued compensation and benefits at December 31, 2022 and 2021 were $ 213 and $ 270 , respectively. Accrued sales and use taxes at December 31, 2022 and 2021 were $ 258 and $ 50 , respectively, and there was $ 559 of accrued insurance at December 31, 2022 compared to $ 481 at December 31, 2021. The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations. 9. COMMITMENTS AND CONTINGENCIES Leases The Company leases certain offices, facilities and equipment under operating and financing leases. Our leases have remaining terms ranging from less than 1 year to 5 years some of which contain options to extend up to 5 years. As of December 31, 2022 and 2021, assets recorded under finance leases were $ 1.3 million and $ 1.6 million, respectively, and accumulated amortization associated with finance leases were $ 534 and $ 1.1 million, respectively. As of December 31, 2022 and 2021, assets recorded under operating leases were $ 2.2 million and $ 3.9 million, respectively, and accumulated amortization associated with operating leases were $ 798 and $ 2.3 million, respectively. During the fourth quarter of 2022, the Company executed an extension of its operating lease for the corporate management and sales office in Fort Lee, New Jersey. After adjusting for a weighted average discount rate, the Company recognized a right-of-use asset and lease liability of approximately $ 275 within the consolidated balance sheets. The components of the lease expense were as follows: SCHEDULE OF LEASE EXPENSES 2022 2021 Year Ended December 31, 2022 2021 Operating lease cost $ 752 $ 641 Finance lease cost Amortization of right-of-use asset $ 238 $ 285 Interest on lease liabilities 44 41 Total finance lease cost $ 282 $ 326 47 Other information related to leases was as follows: Supplemental cash flows information: SCHEDULE OF CASH FLOWS INFORMATION 2022 2021 December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow payments for operating leases $ 742 $ 632 Operating cash flow payments for finance leases 44 41 Financing cash flow payments for finance leases 241 292 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities arising from obtaining right of use assets 440 1,418 Capitalized lease obligations 401 180 Weighted average remaining lease term: December 31, 2022 2021 Operating leases 2 years 3 years Finance leases 2 years 2 years Weighted average discount rate: December 31, 2022 2021 Operating leases 5.50 % 5.50 % Finance leases 6.73 % 6.69 % Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Finance Leases Leases 2023 $ 774 $ 397 2024 613 166 2025 200 174 2026 24 88 Thereafter - 41 Total future minimum lease payments 1,611 866 Less imputed interest ( 111 ) ( 93 ) Total future minimum lease payments $ 1,500 $ 773 Reported as of December 31, 2022: SCHEDULE OF LEASE REPORTED Operating Finance Leases Leases Right-of-use assets $ 1,450 $ 727 Operating Finance Leases Leases Accounts payable and accrued liabilities $ 703 $ 355 Other long-term liabilities 797 418 Total $ 1,500 $ 773 48 Litigation and Claims As of the date hereof, we are not aware of or a party to any 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 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. 10. STOCKHOLDERS’ EQUITY Common Stock The Company had 9,644,545 and 9,640,545 shares of common stock, $ 0.001 par value per share, outstanding as of December 31, 2022 and December 31, 2021, respectively. Preferred Stock The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the shareholders, to issue from time to time up to 5,000,000 shares of preferred stock, $ 0.001 par value, in one or more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. 11. STOCK-BASED COMPENSATION On May 11, 2011, the board of directors of the Company adopted the Pioneer Power Solutions, Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”) which was subsequently approved by stockholders of the Company on May 31, 2011. The 2011 Plan replaced and superseded the 2009 Plan. The Company’s outside directors and employees, including the Company’s principal executive officer, principal financial officer and other named executive officers, and certain contractors were all eligible to participate in the 2011 Plan. The 2011 Plan allowed for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which were granted singly, in combination, or in tandem, and upon such terms as determined by the Board or a committee of the Board that was designated to administer the Plan. Subject to certain adjustments, the maximum number of shares of the Company’s common stock that were available to be delivered pursuant to awards under the 2011 Plan was 700,000 shares. As of December 31, 2022, there were no shares available for future grants under the Company’s 2011 Long-Term Incentive Plan. The Company’s 2011 Long-Term Incentive Plan expired during the second quarter of 2021. On October 13, 2021, our board of directors adopted the 2021 Long-Term Incentive Plan (the “2021 Plan”), subject to stockholder approval, which was obtained on November 11, 2021. Our outside directors and our employees, including the principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible to participate in the 2021 Plan. The 2021 Plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are determined by the Board or a committee of the board that is designated to administer the 2021 Plan. Subject to certain adjustments, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2021 Plan is 900,000 shares. As of December 31, 2022, there were 498,000 shares available for future grants under the Company’s 2021 Plan. The 2021 Plan was initially administered by our board of directors, but it has been administered by the compensation committee following the creation of such committee in the first quarter of 2022. Stock-based compensation expense recorded for the year ended December 31, 2022 and 2021 was approximately $ 1.0 million and $ 186 , respectively. All of the stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. At December 31, 2022, the Company had total stock-based compensation expense remaining to be recognized in the consolidated statements of operations of approximately $ 735 , which will be recognized over a weighted average period of 1.3 years. The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: SCHEDULE OF STOCK OPTION GRANTED MEASURED USING BLACK SCHOLES VALUATION Year Ended December 31, 2022 2021 Expected volatility 31.1 % 31.1 % Expected life in years 5.5 5.5 Risk-free interest rate 2.9 % 2.1 % Expected dividend yield 0 % 0 % 49 A summary of stock option activity for the year ended December 31, 2022 is presented below: SUMMARY OF STOCK OPTION ACTIVITY Stock Options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of January 1, 2022 647,667 $ 5.53 Granted 27,000 3.17 Exercised ( 4,000 ) 4.11 Forfeited - - Outstanding as of December 31, 2022 670,667 $ 5.45 5.60 $ 50 Exercisable as of December 31, 2022 643,667 $ 5.54 5.50 $ 50 Intrinsic value is the difference between the market value of the stock at December 31, 2022 and the exercise price which is aggregated for all options outstanding and exercisable. A summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shown below: SCHEDULE OF WEIGHTED AVERAGE GRANT DATE FAIR VALUE OF OPTIONS 2022 2021 Year Ended December 31, 2022 2021 Weighted-average fair value of options granted (per share) $ 1.09 $ 0.97 Intrinsic value (loss) gain of options exercised ( 6 ) 137 Cash receipts from exercise of options 17 58 The following table presents information related to stock options as of December 31, 2022: SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING AND EXERCISABLE Options outstanding Options exercisable Outstanding Weighted average Exercisable number of remaining life number of Exercise price options in years options $ 1.68 50,000 7.25 50,000 $ 3.17 27,000 - - $ 3.31 236,667 8.37 236,667 $ 3.68 5,000 3.19 5,000 $ 5.60 35,000 0.01 35,000 $ 5.60 6,000 5.26 6,000 $ 7.30 246,000 4.25 246,000 $ 8.98 6,000 2.25 6,000 $ 10.21 59,000 1.18 59,000 670,667 643,667 On April 25, 2022, the Company awarded 375,000 shares of restricted stock units (“RSU”) to the Company’s Chief Financial Officer with the following vesting terms: (i) 125,000 units on May 1, 2022, which are included in the calculation of basic EPS as of the vesting date, (ii) an additional 125,000 units on May 1, 2023, and (iii) the remaining 125,000 units on May 1, 2024, provided that the executive has remained continuously employed by the Company through each applicable vesting date. The vested RSUs will be converted into shares of the Company’s common stock no later than March 15 of the calendar year following the calendar year in which such RSUs vested. The fair value of the RSU award at the date of grant was $ 1.6 million, which will be recognized over the vesting period. Subsequent to December 31, 2022, the Company issued 125,000 of common stock to the holder in connection with the RSUs that vested on May 1, 2022. A summary of RSU activity during the year ended December 31, 2022 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, 2022 - $ - $ - Units granted 375,000 4.35 1,631 Units vested ( 125,000 ) 4.35 ( 544 ) Units forfeited - - - Unvested restricted stock units as of December 31, 2022 250,000 $ 4.35 $ 1,087 50 12. INCOME TAXES The components of loss before income taxes are summarized below: SCHEDULE OF LOSS BEFORE INCOME TAXES 2022 2021 Year Ended December 31, 2022 2021 Loss before income taxes U.S. operations $ ( 3,631 ) $ ( 2,183 ) Loss before income taxes $ ( 3,631 ) $ ( 2,183 ) The components of the income tax provision were as follows : SCHEDULE OF INCOME TAX PROVISION 2022 2021 Year Ended December 31, 2022 2021 Current State $ 7 $ ( 16 ) Total income tax provision $ 7 $ ( 16 ) A reconciliation from the statutory U.S. income tax rate and the Company’s effective income tax rate, as computed on loss before taxes, is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION 2022 2021 Year Ended December 31, 2022 2021 Federal income tax at statutory rate $ ( 763 ) $ ( 459 ) State and local income tax, net ( 145 ) ( 108 ) Other permanent items ( 3 ) ( 379 ) Expired foreign tax credits 154 178 Valuation allowance 766 611 True-up - 143 Other ( 2 ) ( 2 ) Total $ 7 $ ( 16 ) The Company’s provision for income taxes reflects an effective tax rate on loss before income taxes of ( 0.2 )% in 2022, as compared to 0.7 % in 2021. The consistency in the Company’s effective tax rate during the year ended December 31, 2022 primarily reflects the increase in state income taxes, valuation allowance and net operating losses. The net deferred income tax asset (liability) was comprised of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS LIABILITY 2022 2021 December 31, 2022 2021 Noncurrent deferred income taxes Total assets $ 92 $ 82 Total liabilities ( 92 ) ( 82 ) Net noncurrent deferred income tax asset - - Net deferred income tax asset $ - $ - 51 The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows: SCHEDULE OF ACCOUNTING CREATING DEFERRED INCOME TAX 2022 2021 December 31, 2022 2021 Deferred tax assets U.S. net operating loss carry forward $ 3,604 $ 2,600 Non-deductible reserves 1,530 1,390 Tax credits 4,300 4,454 Fixed assets 30 24 Intangibles 1,517 1,738 Valuation allowance ( 10,889 ) ( 10,124 ) Net deferred tax assets 92 82 Deferred tax liabilities Fixed assets ( 53 ) ( 45 ) Other ( 39 ) ( 37 ) Net deferred tax liabilities ( 92 ) ( 82 ) Deferred asset, net $ - $ - The composition of the Company’s foreign tax credits (FTC) carryforward as of December 31, 2022 is as follows: SCHEDULE OF FOREIGN TAX CREDITS CARRYFORWARD FTC Expiration Tax year-ended Carryover Year December 31, 2017 $ 1,181 December 31, 2027 December 31, 2016 2,265 December 31, 2026 December 31, 2015 135 December 31, 2025 December 31, 2014 652 December 31, 2024 December 31, 2013 28 December 31, 2023 $ 4,261 The assessment of the amount of value assigned to our deferred tax assets under the applicable accounting rules is judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is an element of judgment involved. Realization of our deferred tax assets is dependent on generating sufficient taxable income in future periods. We do not believe that it is more likely than not that future taxable income will be sufficient to allow us to recover any of the value assigned to our deferred tax assets. Accordingly, we have provided for a valuation allowance of the Company’s foreign tax credits as we do not anticipate generating sufficient foreign source income. In addition, we have provided for a full valuation allowance on the domestic deferred tax assets as the combined effect of future domestic source income and the future reversals of future tax assets and liabilities will likely be insufficient to realize the full benefits of the assets. As of December 31, 2022, the Company has a net operating loss carryforward of $ 14.3 million. The Company has $ 10.9 million of deferred tax assets on which it is taking a full valuation allowance. The total valuation allowance recorded is $ 10.9 million, representing an increase of $ 766 from December 31, 2021. The Company has approximately $ 4.3 million of foreign tax credits for which it has provided a full valuation allowance and $ 39 of research and development credits which expire in 2032. The Company has interest expense subject to a tax deduction limitation under IRC 163(j). The new calculation arising from the 2017 tax reform requires an adjusted taxable income to be calculated by, among other things, adding back to taxable income any depreciation, amortization, or depletion deductions for the taxable years beginning after December 31, 2017, and before January 1, 2022, as well as removing any GILTI inclusions. When calculating the adjusted taxable income for this purpose, the Company did not have sufficient taxable income in previous years to deduct interest expense exceeding the limitation, therefore creating a carryover of business interest expense to future years. For the quarter ended December 31, 2022, $ 467 of interest expense disallowed from prior years has been utilized to offset current interest income reported. The amount available for carryover to future periods of IRC 163(j) as of December 31, 2022 is $ 3.1 million. This carryover is available indefinitely. Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. The tax years subject to examination by major tax jurisdiction include the years 2019 and forward by the U.S. Internal Revenue Service and most state jurisdictions, and the years 2019 and forward for the Canadian jurisdiction. 52 13. BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER 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: T&D Solutions and Critical Power. The Critical Power reportable segment is the Company’s Titan Energy Systems, Inc. business unit. The T&D Solutions reportable segment is the Company’s Pioneer Custom Electrical Products Corp. business unit. The T&D Solutions segment is involved in the design, manufacture and distribution of switchgear used primarily by large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides power generation equipment and aftermarket field-services primarily to help customers ensure smooth, uninterrupted power to operations during times of emergency. The following tables present information about segment income (loss): SCHEDULE OF SEGMENT INCOME LOSS 2022 2021 Year Ended December 31, 2022 2021 Revenues T&D Solutions Power Systems $ 17,382 $ 9,484 Service 10 - Revenues 17,392 9,484 Critical Power Solutions Equipment 2,229 1,891 Service 7,379 6,936 Revenues 9,608 8,827 Consolidated $ 27,000 $ 18,311 Revenues $ 27,000 $ 18,311 2022 2021 Year Ended December 31, 2022 2021 Depreciation and amortization T&D Solutions $ 56 $ 61 Critical Power Solutions 384 349 Unallocated corporate overhead expenses 26 28 Consolidated $ 466 $ 438 Depreciation and amortization $ 466 $ 438 2022 2021 Year Ended December 31, 2022 2021 Operating income (loss) T&D Solutions $ 1,784 $ ( 1,060 ) Critical Power Solutions ( 2,003 ) ( 385 ) Unallocated corporate overhead expenses ( 3,810 ) ( 2,417 ) Consolidated $ ( 4,029 ) $ ( 3,862 ) Operating income (loss) $ ( 4,029 ) $ ( 3,862 ) The following table presents information which reconciles segment assets to consolidated total assets: 2022 2021 December 31, 2022 2021 Assets T&D Solutions $ 18,196 $ 6,490 Critical Power Solutions 8,009 3,573 Corporate 10,970 17,864 Consolidated $ 37,175 $ 27,927 Assets $ 37,175 $ 27,927 Corporate assets consisted primarily of cash on hand. 53 Revenues are attributable to countries based on the location of the Company’s customers: SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION Year Ended December 31, 2022 2021 Revenues United States $ 27,000 $ 18,311 Sales to Enchanted Rock Electric, LLC accounted for approximately 45 % of the Company’s total sales during the year ended December 31, 2022. The Company had no sales to Enchanted Rock Electric, LLC during the year ended December 31, 2021. The distribution of the Company’s property and equipment by geographic location is approximately as follows: SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION December 31, 2022 2021 Property and equipment United States $ 1,800 $ 516 14. BASIC AND DILUTED LOSS PER COMMON SHARE Basic and diluted loss per common share is calculated based on the weighted average number of 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 per share (in thousands, except per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net loss $ ( 3,638 ) $ ( 2,167 ) Denominator: Weighted average basic shares outstanding 9,727,542 8,857,942 Effect of dilutive securities - equity based compensation plans - - Denominator for diluted net loss per common share 9,727,542 8,857,942 Net loss per common share: Basic $ ( 0.37 ) $ ( 0.24 ) Diluted $ ( 0.37 ) $ ( 0.24 ) As of December 31, 2022 and 2021, diluted loss per share excludes potentially dilutive common shares related to (i) 670,667 and 647,667 shares underlying stock options, respectively, and (ii) 250,000 and 0 shares underlying nonvested RSUs, respectively, as their effect was anti-dilutive. 54 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable.