What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-07-26 compared with 2023-04-11 · 130 added, 160 removed, 129 unchanged (69% of the section changed)

8 unchanged sentences

We are headquartered in Fort Lee, New Jersey and operate from three (3) additional

locations in the U.S.

for manufacturing, service and maintenance, engineering, and sales and administration.

intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering,

sales and marketing personnel.

locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

of Business Segments

have two reportable segments:

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

Electrical Infrastructure Equipment (“Electrical Infrastructure”) and Critical Power Solutions

(“Critical Power”).

T&D Solutions business provides equipment solutions that help customers effectively and efficiently protect, control, transfer,

monitor and manage their electric energy requirements.

These solutions are marketed principally through our Pioneer Custom Electrical

Products Corp.

Electrical Infrastructure business provides equipment solutions that allow customers to effectively and efficiently protect, control,

transfer, monitor and manage their electric energy usage and requirements.

These solutions are marketed principally through our Pioneer

Custom Electrical Products Corp.

(“PCEP”) brand name.

Critical Power business provides customers with our suite of mobile e-Boost© EV charging solutions, power generation equipment

and all forms of service and maintenance on our customers’ power generation equipment.

These products and services are marketed

by our operations headquartered in Minnesota, currently doing business under both the Titan Energy Systems Inc.

and Pioneer Critical Power brand names.

Solutions Segment

We design, manufacture, integrate and sell a wide range of distribution and transmission equipment.

and all forms of preventative maintenance, repairs, remote monitoring and other equipment service on our customers’ equipment.

These products and services are marketed by our operations headquartered in Minnesota, currently doing business under our Pioneer

eMobility (“e-Boost”), Titan Energy Systems Inc.

(“Titan”) and Pioneer Critical Power brand names.

Infrastructure Segment

design, manufacture, integrate and sell a wide range of electrical distribution and control equipment.

Our focus since approximately

has been to address the Distributed Generation (“DG”) and Electric Vehicle Charging Infrastructure (“EVCI”) markets.

We primarily compete in these markets with our E-Bloc product.

E-Bloc combines an automatic transfer switch, circuit protection and special

programmable controls into an integrated, compact outdoor system.

We believe that demand for our solutions is driven primarily by new

installations, customer growth and the global transition to lower carbon emissions.

addition, we distinguish ourselves by producing a wide range of highly engineered power solutions, sold either directly to end users,

engineering, procurement and construction (“EPC”) firms, or through electrical distributors.

We serve customers in a variety

of industries including, but not limited to, utilities, EV charging infrastructure, data center developers and owners, distributed

energy resource developers, EPC contractors and renewable energy developers and producers.

focus, nevertheless, has been on expanding the sales of our E-Bloc power solution, and as a result, in December 2021, we received a $12

million order for use by one of the largest mass merchandise retailers in the world.

This order was secured through one of our distributed

energy resource developers and was approximately 75% completed in 2022.

The balance of the contract is expected to be completed and recognized

in the first quarter of 2023.

of T&D Solutions Segment Offerings

Power Centers (“IPC”):

indoor and outdoor power systems integrating any combinations of the following, but not limited

switchgear, controls, engine generator sets, energy storage, fuel cells, solar power and EV charging solutions marketed and

internally designated as “E-Bloc” power solutions.

2020 has been to address the Distributed Generation (“DG”) and Electric Vehicle Charging Infrastructure markets.

compete in these markets with our E-Bloc product.

E-Bloc combines an automatic transfer switch, circuit protection and special programmable

controls into an integrated, compact outdoor system.

We believe that demand for our Electrical Infrastructure solutions is driven primarily

by customers’ demands to improve the cost of electricity, electrical resilience and reliability, and the world-wide transition

to lower carbon emissions.

addition, we distinguish ourselves by producing a wide range of highly engineered power solutions, typically integrating circuit protection,

metering and transmission schemes, as well as unitized medium and low voltage substations.

Electrical Infrastructure equipment is sold

either directly to end users, engineering, procurement and construction (“EPC”) firms, or through electrical distributors.

We serve customers in a variety of industries including, but not limited to, utilities, EV charging infrastructure integrators, data

center developers and owners, distributed energy resource developers, contractors, and renewable energy developers and producers.

of Electrical Infrastructure Segment Offerings

Integrated Power Centers (“IPC”):

outdoor power systems integrating any combination of the following, but not limited to:

switchgear, controls, engine generator sets,

energy storage, fuel cells, solar power, and EV charging solutions marketed and internally designated as “E-Bloc” power solutions.

Protective Equipment

3 unchanged sentences

Critical Power business designs, manufactures and sells mobile EV charging solutions under our e-Boost suite of products, in addition

to refurbishing and reselling used power generation equipment, distributing new power generation equipment and performing service and

maintenance on our customers’ existing power generation equipment.

Many of these systems are used to maintain reliable, primary,

peak shaving or emergency standby power at facilities where it is required or where the potential consequences of a power outage make

it necessary, such as at major national retailers, hospitals, data centers, communications facilities, factories, military sites, office

complexes and other critical operations.

to distributing new power generation equipment, refurbishing and reselling used power generation equipment, and performing service and

maintenance on our customers’ existing equipment.

Many of these systems are used to maintain reliable, primary, peak shaving or

emergency standby power at facilities where it is required or where the potential consequences of a power outage make it necessary, such

as at major national retailers, hospitals, data centers, communications facilities, factories, military sites, office complexes and other

critical operations.

of Critical Power Segment Offerings

e-Boost G.O.A.T.

(Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity charging to EV truck and car

owners at any convenient location.

e-Boost Mobile is a trailer-mounted solution that provides multiple options for towing and can be available at specific businesses,

large sports and cultural events and can be relocated with minimal effort on short notice.

e-Boost Pod is a stationary EV charging solution with customizable higher capacity that can also service other power needs especially

in emergency situations, such as a power outage, serving as a back-up power source with convenient power connectors and outlets available

of e-Boost Products

(Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity charging to EV truck and car owners at

any convenient location.

Mobile is a trailer-mounted solution that provides multiple options for towing and can be available at specific businesses, large

sports and cultural events and can be relocated with minimal effort on short notice.

Pod is a stationary EV charging solution with customizable higher capacity that can also service other power needs especially in

emergency situations, such as a power outage, serving as a back-up power source with convenient power connectors and outlets available

Generation Equipment

Engine-generator sets:

1 unchanged sentence

and available for install by our expert, licensed technicians.

Available individually or in multi-unit paralleled configurations.

individually or in multi-unit paralleled configurations.

Fuel options include liquid propane, natural gas, diesel and bi-fuel.

Uninterruptible Power Supply (UPS) systems.

Uninterruptible

Power Supply (“UPS”) systems.

Scheduled preventative maintenance and 24/7 repair and support services provided for all makes and models of power generation equipment

under one to five year contracts.

Regional service and maintenance:

service and maintenance:

provided by our technicians in the Midwest and Florida.

National service and maintenance:

provided by our technicians and a network of field service providers throughout the United States

for multi-site, multi-state power generation equipment owners.

UPS systems from major manufacturers.

service and maintenance:

provided by our technicians and a network of field service providers throughout the United States for multi-site,

multi-state power generation equipment owners.

systems from major manufacturers.

generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during

5 unchanged sentences

To complete our geographic

coverage, we maintain a network of field service partners located in other regions, enabling us to provide quick-response, 24/7 service

capability that can effectively service and maintain any make and model of back-up power equipment.

coverage, we maintain a network of field service partners located in other regions, enabling us to provide a quick-response, 24/7 service

capabilities that can effectively repair and maintain any make and model of back-up power equipment.

Our field service organization services

4 unchanged sentences

agreements have terms ranging from one to five years in duration, providing the Company with a recurring revenue stream.

believe we have established a stable platform from which to develop and grow our business lines, revenues, profitability and shareholder

believe we have established a stable platform from which to develop and grow our business lines, revenue, profitability and shareholder

We are focused on internal growth through operating efficiencies, new product development, customer focus and our continued migration

4 unchanged sentences

power producers which have growth characteristics exceeding the norm in our industry.

intend to build our revenue and net income at rates exceeding industry norms through internal growth initiatives.

Accomplishing these

financial goals will be dependent on a number of factors including our ability to execute the following strategies and actions:

intend to build our revenue and net income through internal growth initiatives.

Accomplishing these financial goals will be dependent

on a number of factors, including our ability to execute the following strategies and actions:

a scalable organizational infrastructure to support our expected growth;

3 unchanged sentences

business processes to deliver consistency, quality and value to our customers.

Solutions Segment

intend to accomplish our growth objectives within our T&D Solutions business by emphasizing our capabilities in EV charging infrastructure

and original equipment manufacturers (“OEMs”) equipment solutions and continuing to invest in marketing and engineering resources to increase our pipeline of recurring order customers that demand custom solutions for their power needs.

Infrastructure Segment

intend to accomplish our growth objectives within our Electrical Infrastructure segment by concentrating on our ability to deliver scalable

solutions for the EV infrastructure, DG, and microgrid markets.

Our Electrical Infrastructure equipment can be used in many applications

and large vertical markets, including but not limited to, electrical, gas and water utilities, EV charging infrastructure integrators,

and solar, microgrid and data center developers.

Power Segment

2 unchanged sentences

and property management companies.

Since November 2021, we have been aggressively marketing our e-Boost mobile EV charging

products to electric bus and truck manufacturers, fleet management companies, municipalities and EV infrastructure providers.

market for T&D equipment and Critical Power solutions is very fragmented due to the range of equipment types, electrical and mechanical

properties, technological standards and service parameters required by different categories of end users for their specific applications.

Many orders are custom-engineered and tend to be time-sensitive since other critical work is frequently being coordinated around the

customer’s electrical equipment installation.

The vast majority of North American demand for the types of solutions we provide

is satisfied by thousands of producers and service companies in the U.S.

believe several of the key industry trends supporting future growth in our industry are as follows:

Since November 2021, we have been aggressively marketing our e-Boost mobile EV charging products to

electric bus and truck manufacturers, fleet management companies, municipalities and EV infrastructure providers.

market for Electrical Infrastructure equipment and Critical Power solutions is very fragmented due to the range of equipment types, electrical

and mechanical properties, technological standards and service parameters required by different categories of end users for their specific

applications.

Many orders are custom-engineered and tend to be time-sensitive since other critical work is frequently being coordinated

around the customer’s electrical equipment installation.

The vast majority of North American demand for the types of solutions

we provide is satisfied by thousands of producers and service companies in the United States.

believe that several of the key industry trends supporting future growth in our industry are as follows:

and Overburdened North American Power Grid — The aging and overburdened North American power grid is expected to require

significant capital expenditures to upgrade the existing infrastructure over the next several years to maintain adequate levels of

reliability and efficiency.

Significant capital investment will be required to relieve congestion, meet growing demand, achieve targets

for efficiency, emissions and use of renewable sources, and to replace components of the U.S.

power grid operating at, near or past

their planned service lives.

significant capital expenditures to upgrade the existing infrastructure over the next several years to maintain adequate levels of reliability

and efficiency.

Significant capital investment will be required to relieve congestion, meet growing demand, achieve targets for efficiency,

emissions and use of renewable sources, and to replace components of the U.S.

power grid operating at, near or past their planned service

Long-Term Demand for Electricity and Reliable Power — The Department of Energy’s Energy Information Administration,

or EIA, forecasts that total electricity use in the U.S.

will increase by approximately 28% from 2011 to 2040.

This increase is driven

by anticipated population growth, economic expansion, increasing dependence on computing power throughout the economy and the increased

use of electrical devices in the home.

In order to meet growing demand for electricity in North America, substantial investment in

increased electrical grid capacity and efficiency will be required, as well as the addition of specialized equipment to help ensure

the reliability and quality of electricity for critical applications.

In response to these challenges, there is an increasing trend

among commercial and industrial companies to invest in on-site power sources, both for standby purposes in the event of a catastrophic

power outage, or to reduce the amount of electricity they draw from the utility grid during peak periods.

Expanding Electric Vehicle (EV) and Charging Infrastructure Market — A report from Allied Market Research in 2020 projected

that the global electric vehicle market will reach $803 billion by the year 2027, registering a compound annual growth rate (CAGR)

or EIA, forecasts that total electricity use in the United States will increase by approximately 28% from 2011 to 2040.

This increase

is driven by anticipated population growth, economic expansion, increasing dependence on computing power throughout the economy and

the increased use of electrical devices in the home.

In order to meet growing demand for electricity in North America, substantial

investment in increased electrical grid capacity and efficiency will be required, as well as the addition of specialized equipment

to help ensure the reliability and quality of electricity for critical applications.

In response to these challenges, there is an

increasing trend among commercial and industrial companies to invest in on-site power sources, both for standby purposes in the event

of a catastrophic power outage, or to reduce the amount of electricity they draw from the utility grid during peak periods.

Expanding EV and Charging Infrastructure Market — A report from Allied Market Research in 2020 projected that the global

electric vehicle market will reach $803 billion by the year 2027, registering a compound annual growth rate (“CAGR”)

North America is estimated to reach $194 billion by 2027, at a significant CAGR of 27.5%.

2 unchanged sentences

By 2019, that number had swelled to 7.2 million and is increasing rapidly according to

the International Energy Agency (IEA).

the International Energy Agency.

Furthermore, in order for EV’s to grow at such a rapid pace, it is necessary that infrastructure

5 unchanged sentences

infrastructure supporting it, substantial investment in grid connectivity and enhancement will be required.

For the years ended December 31, 2022 and 2021, 100% of our sales were to U.S.

the years ended December 31, 2023 and 2022, 100% of our sales were to U.S.

customers, represented in large part by companies involved

in distributed generation, regulated and non-regulated utilities and industrial and wholesale business.

During the years ended December

31, 2022 and 2021, we sold our electrical equipment and services to over 900 individual customers and our twenty largest customers represented

approximately 78% and 68% of our consolidated revenue, respectively.

in DG, regulated and non-regulated utilities, and industrial and wholesale business.

During the years ended December 31, 2023 and 2022,

we sold our electrical equipment and services to over 900 individual customers, and our twenty largest customers represented approximately

82% and 77% of our consolidated revenue, respectively.

Approximately

45% of our sales during the year ended December 31, 2022 were made to Enchanted Rock Electric, LLC and we did not sell any equipment

to Enchanted Rock Electric, LLC during the year ended December 31, 2021.

The majority of our sales to Enchanted Rock Electric, LLC were

made pursuant to contract terms and conditions for each project.

Approximately 22% of our sales during the year ended December 31, 2021 were made to CleanSpark Inc (“CleanSpark”).

of our sales to CleanSpark were made pursuant to the Contract Manufacturing Agreement we entered into with CleanSpark in January 2019

(the “Contract Manufacturing Agreement”).

Pursuant to the terms of the Contract Manufacturing Agreement, the Company manufactured

parallel switchgear, automatic transfer switches and related products (collectively, “Products”) exclusively for purchase

by CleanSpark.

The Contract Manufacturing Agreement had a term of 18 months and expired on the 18-month anniversary of the execution of

the Contract Manufacturing Agreement.

connection with the expiry of the Contract Manufacturing Agreement, we entered into a Distribution Agreement with CleanSpark (the “Distribution

Agreement”), dated as of May 31, 2021, pursuant to which CleanSpark served as our exclusive distributor of the Products within

any geographic region in which CleanSpark conducts its business.

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.

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 .

Additionally,

approximately 19% of our sales during the year ended December 31, 2021 were made to a large international container shipping company

42% and 20% of our sales during the year ended December 31, 2023 were made to Enchanted Rock Electric, LLC and Sequel Electrical

Supply, LLC, respectively.

Approximately 43% and 10% of our sales during the year ended December 31, 2022 were made to Enchanted

Rock Electric, LLC and Southern California Gas Company, respectively.

The majority of our sales to customers were made pursuant to

specific contract terms and conditions for each project.

Sales and Distribution

substantial portion of the products we offer are sold directly to customers by our marketing and sales personnel operating from our office

locations in the U.S.

Our direct sales force, as well as our authorized manufacturers’ representatives, market to end users and to third parties, such

as OEMs, EPC firms, electrical wholesalers, energy developers and value added integrators.

reflects the amount of revenue we expect to realize upon the shipment of customer orders for our products that are not yet complete or

for which work has not yet begun or been completed.

Our sales backlog as of December 31, 2022 was approximately $37.2 million, as compared

to $22.8 million as of December 31, 2021.

During the year ended December 31, 2022, the Company experienced a surge in orders for its

E-Bloc power system which was the primary driver for the increase in the Company’s year over year ending backlog.

Orders included

in our sales backlog are represented by customer purchase orders and contracts that we believe to be firm.

substantial portion of the products and services we offer are sold directly to customers by our marketing and sales personnel operating

from our office locations in the United States.

Our direct sales force and authorized representatives market our products and services

to end users and third parties, such as original equipment manufacturers, EPC firms, electrical wholesalers, energy developers and value-added

backlog, which consists of purchase orders and contracts from customers that we believe to be firm, reflects the amount of revenue that

we expect to realize in the future upon the satisfaction of customer orders for our products or services that are not yet complete or

for which work has not yet begun.

Our revenue backlog as of December 31, 2023 was approximately $45,165, as compared to $38,278 as of

December 31, 2022.

During the year ended December 31, 2023, we experienced a surge in orders and contracts for our mobile EV charging solutions, e-Boost, which was the primary driver for the increase in our revenue backlog.

experience intense competition from a large number of electrical equipment manufacturers and from distributors and servicers of such

4 unchanged sentences

and industrial equipment manufacturing companies.

A representative list of our direct competitors in our T&D Solutions segment includes

Crown Electric Engineering and Manufacturing, LLC, Industrial Electric Machinery, LLC, RESA Power, LLC, Eaton Corporation, Switchgear

Power Systems, LLC, Myers Power Products, Inc.

A representative list of our direct competitors in our Electrical Infrastructure segment

includes Crown Electric Engineering and Manufacturing, LLC, Industrial Electric Machinery, LLC, RESA Power, LLC, Switchgear Power Systems,

LLC, Myers Power Products, Inc.

and Powell Industries, Inc.

17 unchanged sentences

or disruptions in supply could increase production costs and adversely affect our profitability.

During the year ended December 31, 2022,

we experienced an increase in raw material costs as a result of disruptions to our supply chain.

These disruptions were initially generated

by the recovery from the coronavirus pandemic that had caused many suppliers and sub-suppliers to temporarily reduce or close down excess

The restart of the world economy created initial pressures on the said facilities reaching their pre-pandemic capacity.

recently, geopolitical conflicts have further pressured material costs such as aluminum and nickel.

These supply pressures have, and

continue to, make it more difficult for us to secure all the material we need in a timely manner in order to meet our obligations and

forecasts regarding our customers’ orders.

Our largest suppliers during the year ended December 31, 2022 included Industrial Connections

& Solutions, LLC, Royal Industrial Solutions, B&B Metals, Inc., Eaton Corporation, and Thyssenkrupp Materials NA.

Our largest suppliers during the year

ended December 31, 2023 included Industrial Connections & Solutions, LLC, Royal Industrial Solutions, Schweitzer Engineering Laboratories,

Inc., Eaton Corporation and Thyssenkrupp Materials NA.

and Development

the industries in which we compete are characterized by rapid technological advances, our ability to compete successfully depends heavily

upon our ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace.

to develop new technologies to enhance existing products and services, and to expand the range of our offerings through research and

development (“R&D”), licensing of intellectual property and acquisition of third-party businesses and technology.

the year ended December 31, 2023, we incurred $885 of R&D costs related to our mobile EV charging solutions, e-Boost.

incur any R&D costs during the year ended December 31, 2022.

of December 31, 2023, we had 143 employees consisting of 41 salaried staff and 102 hourly workers.

24 unchanged sentences

of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports

as soon as reasonably practicable after we electronically file them with or furnish them to the Securities and Exchange Commissions (“SEC”).

The SEC maintains an Internet site

that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically

with the SEC at www.sec.gov.

as soon as reasonably practicable after we electronically file them with or furnish them to the Securities and Exchange Commission (“SEC”).

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, such

as us, that file electronically with the SEC at www.sec.gov.

Additionally,

4 unchanged sentences

incorporated into, this report or any other report or document we file with or furnish to the SEC, and any references to our website

are intended to be an inactive textual references only.

are intended to be inactive textual references only.

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

What changed 10-K

Item 1. Business