What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 370 added, 488 removed, 177 unchanged (83% of the section changed)

FINANCIAL STATEMENTS

PIONEER POWER SOLUTIONS, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

POWER SOLUTIONS, INC.

Statements of Operations

thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30,

Cost of goods sold

2 unchanged sentences

Total operating expenses

Loss from operations

Income (loss) from operations

Interest income

Other (income) expense, net

Loss before taxes

Income tax expense (benefit)

Loss per share:

Income (loss) before income taxes

Income tax expense

Net income (loss)

Income (loss) per share:

Weighted average common shares outstanding:

The accompanying notes are an integral

part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

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

POWER SOLUTIONS, INC.

Consolidated Balance Sheets

(In thousands, except share data)

September 30,

(In thousands, except share amounts)

Current assets

Restricted cash

Notes receivable and accrued interest

Accounts receivable, net

2 unchanged sentences

Property and equipment, net

Right-of-use assets

Operating lease right-of-use assets

Financing lease right-of-use assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued liabilities

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Deferred revenue

Total current liabilities

Operating lease liabilities, non-current portion

Financing lease liabilities, non-current portion

Other long-term liabilities

3 unchanged sentences

Common stock, $ 0.001 par value, 30,000,000 shares authorized;

9,644,545 and 9,640,545 shares issued and outstanding on September 30, 2022 and December 31, 2021, respectively

9,769,545 and 9,644,545 shares issued and outstanding on March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral

part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

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

POWER SOLUTIONS, INC.

Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended

September 30,

2022 (Revised)

Three Months Ended

2022 (Revised)

Operating activities

Amortization of right-of-use finance leases

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Amortization of right-of-use financing leases

Amortization of imputed interest

Interest expense from PPP Loan

Gain on forgiveness of PPP Loan

Amortization of right-of-use operating leases

Change in receivable reserves

Proceeds from insurance receivable

Stock-based compensation

4 unchanged sentences

Deferred revenue

Principal repayments of operating leases

Net cash used in operating activities

Operating lease liabilities

Net cash provided by operating activities

Investing activities

Additions to property and equipment

Purchases of property and equipment

Net cash used in investing activities

1 unchanged sentence

Net proceeds from the exercise of options for common stock

Dividend paid to shareholders

Principal repayments of financing leases

Net cash used in financing activities

Decrease in cash and restricted cash

Cash, and restricted cash, beginning of year

Cash, and restricted cash, end of period

Increase in cash

Cash, beginning of period

Cash, end of period

Non-cash investing and financing activities:

Acquisition of right-of-use assets and lease liabilities

The accompanying notes are an integral

part of these consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Consolidated Statement of Stockholders'

(In thousands, except per share data)

comprehensive

stockholders'

Balance - June 30, 2021

Stock-based compensation

Balance - September 30, 2021

Balance - June 30, 2022 (Revised)

Stock-based compensation

Balance - September 30, 2022

comprehensive

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

POWER SOLUTIONS, INC.

Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

stockholders’

1 unchanged sentence

Stock-based compensation

Dividend to shareholders

Balance - September 30, 2021

Exercise of stock options

Balance - March 31, 2022 (revised)

Balance - January 1, 2023

income (loss)

Stock-based compensation

Exercise of stock options

Balance - September 30, 2022

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

Balance - March 31, 2023

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

POWER SOLUTIONS, INC.

1 unchanged sentence

31, 2023 (Unaudited)

BASIS OF PRESENTATION

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

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.

have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with

the Securities and Exchange Commission (the “SEC”) on March 31, 2022:

Transmission and Distribution Solutions (“T&D

Solutions”) and Critical Power Solutions (“Critical Power”).

accompanying unaudited 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 September 30, 2022.

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

financial statements but does not include all disclosures required by U.S.

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.

have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities

and Exchange Commission (the “SEC”) on April 11, 2023:

Transmission and Distribution Solutions (“T&D Solutions”)

and Critical Power Solutions (“Critical Power”).

accompanying unaudited 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 March 31, 2023.

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.

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 financial statements but does not include all disclosures

required by U.S.

GAAP for a year-end balance sheet.

dollar amounts (except share and per share data) presented in the notes to our unaudited interim consolidated financial statements

are stated in thousands of dollars, unless otherwise noted.

dollar amounts (except share and per share data) presented in the notes to our unaudited interim consolidated financial statements are

stated in thousands of dollars, unless otherwise noted.

Amounts may not foot due to rounding.

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

We have used a discrete-period computation method to calculate taxes for the fiscal three and nine-month periods ended September

Due to projected operating losses for the year, the Company anticipates that its annual effective tax rate will be 0 %.

As of September 30, 2022, 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 will not be realized.

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 three-month period ended March 31, 2023.

The Company anticipates that its annual

effective tax rate will be 0 % for the year ending December 31, 2023.

As of March 31, 2023, 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 will

not be realized.

unaudited interim consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries.

3 unchanged sentences

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, 2021.

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, 2022.

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 September 30, 2022, the

Company had $ 7.2 million of cash on hand and working capital of $ 14.2 million.

The cash on hand was generated primarily from the

sale of common stock under the At The Market Sale Agreement during the year ended December 31, 2021.

have met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the

Equity Transaction (as defined herein), proceeds from the sale of the CleanSpark Common Stock and warrants to purchase CleanSpark

Common Stock, proceeds from insurance and the sale of common stock under the At The Market Sale Agreement and funding from the

Payroll Protection Program.

Our cash requirements historically were generally for operating activities, debt repayment, capital

improvements and acquisitions.

As shown in the accompanying financial statements, as of March 31, 2023, the

Company had $ 11.6

million of cash on hand and working capital of $ 14.3

The cash on hand was generated primarily from the sale of common stock

under the ATM Program (as defined below) during the year ended December 31, 2021 and 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 $ 7.5 million (the “Seller Notes”) during the year ended December 31, 2022.

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.

expects that its current cash balance is sufficient to fund operations for the next twelve months.

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”).

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.

had no restricted cash on the consolidated balance sheets at September 30, 2022.

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.

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 unaudited interim consolidated statement of cash flows:

September 30,

Restricted cash

Total cash and restricted cash as shown in the statement of cash flows

full impact of the COVID-19 pandemic and its ongoing effects continues to evolve as the date of this report.

As such, it continues

to be uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and

future results of operations.

The Company was able to operate substantially at capacity during the COVID-19 pandemic.

is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce.

Given the daily evolution of the COVID-19 pandemic, its ongoing effects, and the global responses to the continuing crisis, the

Company is not able to estimate the full effects of the COVID-19 pandemic and its ongoing effects at this time, however, if the

ongoing effects of the COVID-19 pandemic continue or worsen, it may have an adverse effect on the Company’s results of operations,

financial condition, or liquidity.

March 27, 2020, then President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act”

(the “CARES Act”).

The CARES Act, among other things, appropriates funds for the SBA Paycheck Protection Program loans

that are forgivable in certain situations to promote continued employment.

On April 13, 2020, after having determined that it

met the qualifications for this loan program due to the impact that COVID-19 would have on our financial condition, results of

operations, and/or liquidity and applying for relief, the Company received a loan under the SBA Paycheck Protection Program (the

“PPP Loan”) in the amount of $ 1.4 million.

The Company accounted for the PPP Loan as a debt instrument in accordance

with FASB ASC 470, Debt.

the terms of the PPP Loan, the Company was eligible for full or partial loan forgiveness.

During the first quarter of 2021, the

Company received full forgiveness of the PPP Loan and recognized a $ 1.4 million gain on extinguishment and forgiveness of debt

as other income in the unaudited interim consolidated statements of operations.

Reclassification

following items have been reclassified in the 2021 financial statements:

unaudited consolidated statements of cash flows contain a reclassification of the gain on the extinguishment and forgiveness of

the PPP Loan from financing activities to operating activities for the nine months ended September 30, 2021.

Additionally, principal

repayments of financing leases and the reduction in operating leases have been reclassified and presented in the applicable cash

flow activity for the nine months ended September 30, 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

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.

December 13, 2021, we filed a prospectus supplement, which forms a part of our registration statement on Form S-3 (File No.

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 three months ended March 31, 2023.

As of March 31, 2023, $ 8.6 million of common stock remained available for issuance

under the ATM Program.

and Uncertainties

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 three months ended March 31, 2023, the Company was able to operate substantially at capacity.

World Health Organization recently determined that COVID-19 no longer fit the definition of a public health emergency and the U.S.

has announced that the declaration of a public health emergency associated with COVID-19 expired on May 11, 2023.

However, COVID-19 is

expected to remain a serious endemic threat for an indefinite future period.

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.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no significant changes

in the Company’s accounting policies during the third quarter of 2022.

Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in

the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

There have been no significant changes in the Company’s

accounting policies during the first quarter of 2023.

Accounting Pronouncements

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

financial statements.

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.

Company did not adopt any new material accounting pronouncements during the three months ended March 31, 2023, except as disclosed below.

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.

January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments — Credit

Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified retrospective approach.

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 (“CECL”) 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.

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 no allowances for expected credit losses as of March 31, 2023 and December 31,

of our products and services

principal products and services include electric power systems, distributed energy resources, power generation equipment and mobile

EV charging solutions.

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.

principal products and services include electric power systems, distributed energy resources, power generation equipment and mobile EV

charging solutions.

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.

Critical Power business provides customers with our suite of mobile e-Boost electric vehicle charging solutions and power generation

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.

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.

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.

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

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

To achieve this core principal, the Company applies the following five steps:

the contract with a customer

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.

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.

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.

the performance obligations in the contract

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.

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.

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.

the transaction price

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.

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.

2 unchanged sentences

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 or cost of the product or service.

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.

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.

revenue when or as the Company satisfies a performance obligation

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.

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.

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.

the three months ended September 30, 2022 and 2021, the Company recognized $ 1.8 million and $ 3.4 million of revenue at a point

in time, respectively, from the sale of our electric power systems and power generation equipment.

During the nine months ended

September 30, 2022 and 2021, the Company recognized $ 8.7 million and $ 6 .0 million of revenue at a point in time, respectively,

from the sale of our products.

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 $ 2.1 million and $ 2 .0 million of service revenue during the three

months ended September 30, 2022 and 2021, respectively.

The Company recognized $ 5.4 million and $ 5.5 million of service revenue

during the nine months ended September 30, 2022 and 2021, respectively.

the three months ended September 30, 2022 and 2021, the Company recognized $ 2.4 million and $ 262 of revenue over time and incurred

costs of $ 2 .0 million and $ 227 , respectively, related to a single contract.

During the nine months ended September 30, 2022 and

2021, the Company recognized $ 3.3 million and $ 3.4 million of revenue over time and incurred costs of $ 2.9 million and $ 3.1 million,

respectively, related to a single contract.

the three months ended September 30, 2022, the Company recognized approximately $ 81 of revenue that was recognized as deferred

revenue at December 31, 2021, as compared to $ 225 of revenue during the three months ended September 30, 2021 that was recognized

as deferred revenue at December 31, 2020.

the nine months ended September 30, 2022, the Company recognized approximately $ 2.1 million of revenue that was recognized as

deferred revenue at December 31, 2021, as compared to $ 284 of revenue during the nine months ended September 30, 2021 that was

recognized as deferred revenue at December 31, 2020.

was no revenue recognized during the three and nine months ended September 30, 2022 and 2021 from performance obligations satisfied

in prior periods.

Revenue is recognized at the time the related performance

obligation is satisfied by transferring a promised product or service to a customer.

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

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.

the three months ended March 31, 2023, the Company recognized $ 2.0 million of revenue over time and incurred costs of $ 1.4 million.

the three months ended March 31, 2022, the Company recognized $ 326 of revenue over time and incurred costs of $ 278 .

Additionally, the

Company recognized $ 2.7 million and $ 4.5 million of revenue at a point in time from the sale of our products during the three months

ended March 31, 2023 and 2022, respectively.

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 $ 2.1 million and $ 1.5 million of service revenue during the three months ended March

31, 2023 and 2022, respectively.

the three months ended March 31, 2023, the Company recognized approximately $ 2.1 million of revenue that was recognized as deferred revenue

at December 31, 2022, as compared to $ 1.9 million of revenue during the three months ended March 31, 2022 that was recognized as deferred revenue

at December 31, 2021.

There was no revenue recognized during the three months ended March 31, 2023 and 2022 from performance obligations

satisfied in prior periods.

Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s

1 unchanged sentence

or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable.

September 30, 2022, three customers represented approximately 40 %, 21 % and 13 % of the Company’s accounts receivable.

December 31, 2021, two customers represented approximately 32 % and 11 % of the Company’s accounts receivable.

the nine months ended September 30, 2022, two customers represented approximately 31 % and 12 % of the Company’s revenue.

For the nine months ended September 30, 2021, two customers represented approximately 23 % and 22 % of the Company’s revenue.

March 31, 2023, two customers represented approximately 73 % and 10 % of the Company’s accounts receivable.

At December 31, 2022,

three customers represented approximately 57 %, 13 % and 11 % of the Company’s accounts receivable.

the three months ended March 31, 2023, two customers represented approximately 48 % and 16 % of the Company’s revenue.

For the three

months ended March 31, 2022, three customers represented approximately 20 %, 19 % and 12 % of the Company’s revenue.

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 three and nine months ended September 30, 2022

and 2021 were insignificant.

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 three months ended March 31, 2023 and 2022 were insignificant.

following table presents our revenues disaggregated by revenue discipline:

SCHEDULE OF REVENUE DISAGGREGATED

Three Months Ended

Nine Months Ended

September 30,

Total revenue

“Note 12 - Business Segment and Geographic Information in Notes to Consolidated Financial Statements” in Part I of

this Quarterly Report on Form 10-Q.

“Note 12 - Business Segment and Geographic Information”.

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

connection with the preparation of our consolidated interim financial statements for the quarter ended September 30, 2022, we

completed an analysis of one of our customer contracts under ASC 606 and, as a result, we determined that the performance obligations

are satisfied over time.

See “Note 3 – Revenues in Notes to Consolidated Financial Statements” in Part I of

this Quarterly Report on Form 10-Q.

As a result of the analysis, we identified additional revenues to be recognized of $ 326 and

$ 574 related to the three months ended March 31, 2022 and June 30, 2022, respectively, along with the additional related cost

of revenues of $ 278 and $ 592 , respectively.

following tables reconcile the balances as previously reported in the Quarterly Reports on Form 10-Q as of and for the three months

ended March 31, 2022 and as of and for the three and six months ended June 30, 2022 to the as revised balances:

connection with the preparation of our consolidated interim financial statements for the quarter ended September 30, 2022, we completed

an analysis of one of our customer contracts under ASC 606 and, as a result, we determined that the performance obligations are satisfied

See “Note 3 – Revenues in Notes to Consolidated Financial Statements” in Part I of this Quarterly Report

on Form 10-Q.

As a result of the analysis, we identified additional revenues to be recognized of $ 326 related to the three months ended

March 31, 2022 along with the additional related cost of revenues of $ 278 .

following tables reconcile the balances as previously reported in the Quarterly Reports on Form 10-Q as of and for the three months ended

March 31, 2022 to the as revised balances:

SCHEDULE OF PRIOR

PERIOD FINANCIAL STATEMENTS

Condensed Consolidated Statements of Operations

For The Three Months Ended

March 31, 2022

Condensed Consolidated Statements of Operations (Unaudited)

Cost of goods sold

Loss per share - basic and diluted

Weighted average common shares outstanding - basic and diluted

For The Three Months Ended

June 30, 2022

Condensed Consolidated Statements of Operations (Unaudited)

Cost of goods sold

Loss per share - basic and diluted

Weighted average common shares outstanding - basic and diluted

For The Six Months Ended

June 30, 2022

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Operations

Cost of goods sold

1 unchanged sentence

Weighted average common shares outstanding - basic and diluted

March 31, 2022

Condensed Consolidated Balance Sheet (Unaudited)

Total current assets

Total current liabilities

Total liabilities

Total stockholders’ equity

June 30, 2022

March 31, 2022

Condensed Consolidated Balance Sheet (Unaudited)

3 unchanged sentences

Total stockholders’ equity

Cash Flows From Operating Activities (Unaudited)

For The Three Months Ended

4 unchanged sentences

Net cash provided by operating activities

For The Six Months Ended

June 30, 2022

Cash Flows From Operating Activities (Unaudited)

Changes in current operating assets and liabilities:

Deferred revenue

Net cash used in operating activities

Consolidated Statement of Stockholders’ Equity (Unaudited)

For The Three Months Ended

3 unchanged sentences

Total stockholders’ equity

For The Six Months Ended

June 30, 2022

Consolidated Statement of Stockholders’ Equity (Unaudited)

Accumulated deficit

Total stockholders’ equity

accordance with SEC Staff Accounting Bulletin No.

108, we evaluated this revision based on an analysis of quantitative and qualitative

factors as to whether it was material to the consolidated statements of operations for the three months ended March 31, 2022 and

June 30, 2022 and if amendments of previously filed financial statements with the SEC are required.

We determined that the

adjustment is neither quantitatively nor qualitatively material and, therefore, the revision does not have a material impact to

the consolidated statements of operations for the three months ended March 31, 2022, the three and six months ended June 30, 2022

or other prior periods.

factors as to whether it was material to the consolidated statements of operations for the three months ended March 31, 2022 and if amendments

of previously filed financial statements with the SEC are required.

We determined that the adjustment is neither quantitatively nor qualitatively

material and, therefore, the revision does not have a material impact to the consolidated statements of operations for the three months

ended March 31, 2022 or other prior periods.

OTHER (INCOME) EXPENSE

(income) expense in the unaudited interim consolidated statements of operations reports certain gains and losses associated with

activities not directly related to our core operations.

For the three months ended September 30, 2022, other income was $ 17 , as

compared to other expense of $ 13 during the three months ended September 30, 2021.

the nine months ended September 30, 2022, other expense was $ 112 , as compared to other income of $ 1.3 million during the nine

months ended September 30, 2021.

For the nine months ended September 30, 2021, included in other income was a gain of $ 1.4 million

for the extinguishment and forgiveness of the PPP Loan.

See “Note 1 – Basis of Presentation in Notes to Consolidated

Financial Statements” in Part I of this Quarterly Report on Form 10-Q for reference to the PPP Loan.

(income) expense in the unaudited interim consolidated statements of operations reports certain gains and losses associated with activities

not directly related to our core operations.

For the three months ended March 31, 2023, other income was $ 13 , as compared to other expense

of $ 11 during the three months ended March 31, 2022.

components of inventories are summarized below:

OF INVENTORIES

Raw materials

Work in process

Total inventories

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

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT, NET

and equipment are summarized below:

September 30,

Property and equipment

SCHEDULE OF PROPERTY AND EQUIPMENT

Machinery, vehicles and equipment

3 unchanged sentences

Construction in progress

Property and equipment

Property and equipment gross

accumulated depreciation

Total property and equipment, net

expense was $ 40 and $ 35 for the three months ended September 30, 2022 and 2021, respectively.

expense was $ 113 and $ 110 for the nine months ended September 30, 2022 and 2021, respectively.

NOTES RECEIVABLE

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.

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.

Company has revalued the Seller Notes for an appropriate imputed interest rate, resulting in a net change to the value of the

Seller Notes at September 30, 2022 of $ 322 for a carrying value of $ 6.1 million.

expense was $ 130 and $ 36 for the periods ended March 31, 2023 and 2022, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

components of accounts payable and accrued liabilities are summarized below:

September 30,

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable

Accrued liabilities

Current portion of lease liabilities

Total accounts payable and accrued liabilities

liabilities primarily consist of accrued sales commissions, accrued compensation and benefits, accrued professional fees and accrued

At September 30, 2022 and December 31, 2021, accrued sales commissions were $ 148 and $ 247 , respectively.

liabilities primarily consist of accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued

At March 31, 2023 and December 31, 2022, accrued sales commissions were $ 265 and $ 278 , respectively.

Accrued compensation

and benefits at September 30, 2022 and December 31, 2021 were $ 307 and $ 270 , respectively.

At September 30, 2022, accrued professional

fees were $ 309 compared to $ 111 at December 31, 2021.

Accrued sales and use taxes at September 30, 2022 and December 31, 2021

were $ 319 and $ 50 , respectively, and there was no accrued insurance at September 30, 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.

and benefits at March 31, 2023 and December 31, 2022 were $ 268 and $ 213 , respectively.

Accrued sales and use taxes at March 31, 2023

and December 31, 2022 were $ 341 and $ 258 , respectively, and there was $ 338 of accrued insurance at March 31, 2023 as compared to $ 559

at December 31, 2022.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal

business operations.

March 31, 2023, one supplier represented approximately 15 % of the Company’s accounts payable.

At December 31, 2022, none of the

Company’s suppliers represented more than 10 % of the Company’s accounts payable.

STOCKHOLDERS’ EQUITY

Company had 9,644,545 and 9,640,545 shares of common stock, $ 0.001 par value per share, outstanding as of September 30, 2022 and

December 31, 2021, respectively.

summary of stock option activity during the nine months ended September 30, 2022 is as follows:

Weighted average

exercise price

average remaining

contractual term

intrinsic value

Outstanding as of January 1, 2022

Outstanding as of September 30, 2022

Exercisable as of September 30, 2022

April 25, 2022, the Company awarded 375,000 shares of restricted stock units (“RSU”) to an employee 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 employee is

employed by the Company or a subsidiary of the Company on each such 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.

summary of RSU activity during the nine months ended September 30, 2022, is as follows:

Weighted-average

Number of units

Unvested restricted stock units as of January 1, 2022

Units granted

Units forfeited

Unvested restricted stock units as of September 30, 2022

of September 30, 2022, there were 498,000 shares available for future grants under the Company’s 2021 Long-Term Incentive

compensation expense recorded for the three and nine months ended September 30, 2022 was approximately $ 143 and $ 859 , respectively.

Stock-based compensation expense recorded for the three and nine months ended September 30, 2021 was approximately $ 58 and $ 129 ,

respectively.

All of the stock-based compensation expense is included in selling, general and administrative expenses in the accompanying

interim consolidated statements of operations.

At September 30, 2022, there was $ 878 of stock-based compensation expense remaining

to be recognized in the interim consolidated statements of operations over a weighted average remaining period of 1.6 years.

BASIC AND DILUTED LOSS PER COMMON SHARE

and diluted loss per common share is calculated based on the weighted average number of vested shares outstanding even if such

shares are not legally 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):

The Company had 9,769,545 and 9,644,545 shares

of common stock, $ 0.001 par value per share, outstanding as of March 31, 2023 and December 31, 2022, 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

STOCK-BASED COMPENSATION

compensation expense recorded for the three months ended March 31, 2023 and 2022 was approximately $ 143 and $ 57 , respectively.

the stock-based compensation expense is included in selling, general and administrative expenses in the accompanying interim consolidated

statements of operations.

At March 31, 2023, there was $ 592 of stock-based compensation expense remaining to be recognized in the consolidated

statements of operations over a weighted average remaining period of 1.1 years.

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

and diluted income (loss) per common share is calculated based on the weighted average number of vested shares outstanding during the

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 income (loss) per share (in thousands, except per share data):

OF BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

Three Months Ended

Nine Months Ended

September 30,

2022 (Revised)

Net income (loss)

Weighted average basic shares outstanding

Effect of dilutive securities - equity based compensation plans

Denominator for diluted net loss per common share

Net loss per common share:

of September 30, 2022 and 2021, diluted loss per share excludes 671 and 674 potentially dilutive common shares related to equity

awards, as their effect was anti-dilutive.

Weighted average diluted shares outstanding

Net income (loss) per common share:

of March 31, 2023 and 2022, diluted income (loss) per share excludes potentially dilutive common shares related to 585,667 and 643,667

shares underlying stock options, respectively, and 250,000 and 0 shares underlying nonvested RSUs, respectively, as their effect was

anti-dilutive.

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

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.

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

distributed products and services group focus, its analysis resulted in two reportable segments:

Solutions and Critical Power.

T&D Solutions and Critical Power.

The Critical Power reportable segment is the Company’s Titan Energy Systems, Inc.

The T&D Solutions reportable segment is the Company’s Pioneer Custom Electrical Products Corp.

business unit.

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.

following tables present information about segment income (loss):

The T&D Solutions reportable

segment is the Company’s Pioneer Custom Electrical Products Corp.

business unit.

T&D Solutions 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.

following tables present information about segment income and loss:

OF SEGMENT INCOME AND LOSS

Three Months Ended

Nine Months Ended

September 30,

2022 (Revised)

T&D Solutions

Power Systems

Total Revenue

Critical Power Solutions

Total Revenue

Three Months Ended

Nine Months Ended

September 30,

2022 (Revised)

Depreciation and amortization

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

2022 (Revised)

Operating income (loss)

3 unchanged sentences

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

OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION

Three Months Ended

Nine Months Ended

September 30,

2022 (Revised)

United States

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 September 30, 2022 and December

31, 2021, assets recorded under finance leases were $ 1.2 million and $ 1.6 million, respectively, and accumulated amortization

associated with finance leases were $ 474 and $ 1.1 million, respectively.

of September 30, 2022 and December 31, 2021, assets recorded under operating leases were $ 2.5 million and $ 3.9 million, respectively,

and accumulated amortization associated with operating leases were $ 1.2 million and $ 2.3 million, respectively.

The Company did

not execute any new lease agreements during the three months ended September 30, 2022.

components of the lease expense were as follows:

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 March 31, 2023 and December 31, 2022, assets

recorded under financing leases were $ 1.2 million and $ 1.3 million, respectively, and accumulated amortization associated with financing

leases were $ 564 and $ 534 , respectively.

of March 31, 2023 and December 31, 2022, assets recorded under operating leases were $ 2.2 million and $ 2.2 million, respectively, and

accumulated amortization associated with operating leases were $ 967 and $ 798 , respectively.

The Company did not execute any new lease

agreements during the three months ended March 31, 2023.

Components of the lease expense:

OF COMPONENTS OF LEASE EXPENSES

Three Months Ended

Nine Months Ended

September 30,

Operating lease cost

Finance lease cost

Financing lease cost

Amortization of right-of-use asset

Interest on lease liabilities

Total finance lease cost

information related to leases was as follows:

Total financing lease cost

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

cash flows information:

September 30,

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flow payments for operating leases

Operating cash flow payments for finance leases

Financing cash flow payments for finance leases

Operating cash flow payments for financing leases

Financing cash flow payments for financing leases

Right-of-use assets obtained in exchange for lease obligations

Operating lease liabilities arising from obtaining right of use assets

Financing lease obligations

average remaining lease term:

September 30,

Operating leases

Finance leases

Financing leases

average discount rate:

September 30,

Operating leases

Finance leases

minimum lease payments under non-cancellable leases as of September 30, 2022 were as follows:

Total future minmum lease payments

Financing leases

minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows:

OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

Total future minimum lease payments

Less imputed interest

Total future minmum lease payments

as of September 30, 2022:

Right-of-use assets

Accounts payable and accrued liabilities

Other long-term liabilities

Total future minimum lease payments

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

What changed 10-Q

Item 1. Financial Statements