What changed in this filing

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Item 1. Financial Statements

2024-09-10 compared with 2023-11-14 · 328 added, 304 removed, 226 unchanged (74% of the section changed)

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thousands, except for share and per share amounts)

2023 (Restated)

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

Cost of goods sold

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Selling, general and administrative

Research and development

Total operating expenses

Income (loss) from operations

(Loss) income from operations

Interest income

Other (income) expense, net

Income (loss) before income taxes

Other income, net

(Loss) income before income taxes

Income tax expense

Net income (loss)

Income (loss) per share:

Net (loss) income

(Loss) income per share:

Weighted average common shares outstanding:

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thousands, except for share amounts)

September 30,

Current assets

Accounts receivable, net

Accounts receivable, net of allowance for credit losses of $ 146 and $ 97 as of March 31, 2024 and December 31, 2023, respectively

Prepaid expenses and other current assets

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

9,930,022 and 9,644,545 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively

10,821,860 and 9,930,022 shares issued and outstanding on March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

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Statements of Cash Flows

Nine Months Ended

September 30,

2023 (Restated)

Three Months Ended

2023 (As Restated)

Operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of right-of-use financing leases

Amortization of imputed interest

Amortization of right-of-use operating leases

Change in receivable reserves

Change in allowance for credit losses

Stock-based compensation

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Prepaid expenses and other assets

Accounts payable and accrued liabilities

Accounts payable, accrued liabilities and other liabilities

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

Net cash (used in)/ provided by operating activities

Investing activities

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Financing activities

Net proceeds from the exercise of options for common stock

Net proceeds from issuance of common stock

Payment of deferred financing costs

Principal repayments of financing leases

Net cash used in financing activities

Decrease in cash

Net cash provided by/ (used in) financing activities

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

Deferred financing costs included in accounts payable and accrued liabilities

Surrender and retirement of common stock

Supplemental cash flow information:

Interest paid

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

POWER SOLUTIONS, INC.

Consolidated Statements of Changes in Stockholders’

Statements of Changes in Stockholders’ Equity

thousands, except for share amounts)

compre-hensive

Total stockholders’

Balance - June 30, 2022 (revised)

Stock-based compensation

Balance - September 30, 2022

Balance - June 30, 2023

Stock-based compensation

Exercise of stock options

Issuance of common stock, net of transaction costs

Surrender and retirement of common stock

Balance - September 30, 2023

compre-hensive

Total stockholders’

Balance - January 1, 2022

comprehensive

stockholders’

Balance - January 1, 2023 (As Restated)

Stock-based compensation

Exercise of stock options

Balance - September 30, 2022

Balance - March 31, 2023 (As Restated)

Balance - January 1, 2024

Net income (loss)

Net (loss) income

Stock-based compensation

Exercise of stock options

Issuance of common stock, net of transaction costs

Surrender and retirement of common stock

Balance - September 30, 2023

Balance - March 31, 2024

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

POWER SOLUTIONS, INC.

to Unaudited Consolidated Financial Statements for the Quarterly Period Ended September 30, 2023

to Unaudited Consolidated Financial Statements for the Quarterly Period Ended March 31, 2024

thousands, except for share and per share amounts)

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have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities

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

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

and Exchange Commission (the “SEC”) on July 26, 2024:

Electrical Infrastructure Equipment (“Electrical Infrastructure”)

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, 2023.

and reflect the accounts of the Company as of March 31, 2024.

Certain information and footnote disclosures, normally included in

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The year-end balance sheet data was derived from audited

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

GAAP for a year-end balance sheet.

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

GAAP for a year-end balance

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.

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 and nine-month period ended September 30, 2023.

The Company anticipates that

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

As of September 30, 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.

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, 2024.

The Company anticipates that its annual effective tax rate will be 0 % for

the year ending December 31, 2024.

As of March 31, 2024, the Company continues to provide a 100 % valuation allowance against its net

deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

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

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and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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, 2023, the

Company had $ 7,581

accompanying consolidated 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 consolidated financial statements, as of

March 31, 2024, the Company had $ 6,227

of cash on hand and working capital of $ 13,508 .

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unpaid principal and interest from the two subordinated promissory notes we received in connection with the sale of the transformer

business units in August 2019 for an aggregate principal amount of $ 7,500 (the “Seller Notes”) during the year ended

December 31, 2022, and cash flows from operating activities.

On October 20, 2020, we entered into an At the Market Sale Agreement

Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell our shares of common stock

from time to time through Wainwright, acting as sales agent or principal (the “ATM Program”).

Since October 20, 2020,

and through September 30, 2023, the Company sold an aggregate of 916,059

business units in August 2019 for an aggregate principal amount of $ 7,500

(the “Seller Notes”) during the year ended December 31, 2022, and cash flows from operating activities.

On October 20,

2020, we entered into an At the Market Sale Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to

which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or principal (the

“ATM Program”).

Since October 20, 2020, and through March 31, 2024, the Company sold an aggregate of 1,807,897

shares of common stock for aggregate gross proceeds of approximately $ 13,901 ,

before any sales agent fees and expenses payable by us under the ATM Program.

During the three and nine months ended September 30,

2023, the Company sold an aggregate of 27,559

During the three months ended March 31, 2024, the

Company sold an aggregate of 891,838

shares of common stock for an aggregate consideration of approximately $ 4,997 ,

before any sales agent fees and expenses payable by us.

have historically 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, sale

of common stock under the ATM Program and collecting all unpaid principal and interest from

the Seller Notes.

Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and

acquisitions.

We expect to meet our cash needs with our working capital and cash flows from our operating activities.

We expect our cash

requirements to be generally for operating activities, product development and capital improvements.

The Company expects that its current

cash balance is sufficient to fund operations for the next twelve months.

December 13, 2021, we filed a prospectus supplement to a prospectus which forms a part of our registration statement on Form S-3 (File

333-249569) (the “Prior Shelf Registration Statement”), that was declared effective by the SEC on October 27, 2020 (the

“Prior ATM Prospectus”), in connection with the offer and sale of up to an aggregate offering amount of $ 8,600 of common

stock that may be issued and sold under the ATM Program.

Prior to the expiration of the Prior Shelf Registration Statement at the end

of its three-year term, we sold an aggregate of 27,559 shares of common stock for an aggregate consideration of approximately $ 184 , before

any sales agent fees and expenses payable by us, under the Prior ATM Prospectus.

On August 30, 2023, we filed a new registration statement

on Form S-3 (File No.

333-274266) to replace the Prior Shelf Registration Statement, including a base prospectus which covers the offering,

issuance and sale of up to $ 150,000 of common stock, preferred stock, warrants and/or units;

and a sales agreement prospectus covering

the offering, issuance and sale of up to a maximum aggregate offering price of $ 75,000 of common stock that may be issued and sold under

the ATM Program (the “New ATM Prospectus”).

The new registration statement was declared effective by the SEC on September

As of September 30, 2023, $ 75,000 of common stock remained available for issuance under the New ATM Prospectus.

before any sales agent fees and expenses payable by the Company under the ATM Program.

As of March 31, 2024, $ 70,003 of common stock remained available for issuance under the ATM Program.

Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion

of the sale of the transformer business units in August 2019, sale of common stock under the ATM Program and collecting all unpaid principal

and interest from the Seller Notes.

Historically, the Company’s cash requirements were generally for operating activities, debt

repayment, capital improvements and acquisitions.

The Company expects to meet its cash needs with the working capital and cash flows

from the Company’s operating activities.

The Company expects its cash requirements to be generally for operating activities, product

development and capital improvements.

The Company expects that its current cash balance is sufficient to fund operations from the date

our consolidated financial statements are issued.

and Uncertainties

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

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

However, COVID-19 has remained

and is expected to continue to remain as a serious endemic threat for an indefinite future period and may continue to adversely affect

the global economy.

The continuing impacts of the COVID-19 endemic, as well as rising interest rates, inflation, changes in foreign currency

exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing

conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which

may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting

supply channels, sales channels and advertising and marketing activities for an unknown period of time.

As a result of the current uncertainty

in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of

operations, if any.

The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial

performance will depend on a variety of factors, including the continuing impacts of the COVID-19 endemic 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 these macroeconomic factors and intends

to take steps deemed appropriate to limit the impact on its business.

During the nine months ended September 30, 2023, the Company was

able to operate substantially at capacity.

continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments,

such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue

to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including

those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities

for an unknown period of time.

As a result of the current uncertainty in economic activity, the Company is unable to predict the potential

size and duration of the impact on its revenue and its results of operations, if any.

The extent of the potential impact of these macroeconomic

factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical

disruption and its impact on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time

and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps

deemed appropriate to limit the impact on its business.

During the three months ended March 31, 2024, the Company was able to operate

substantially at capacity.

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

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

financial statements.

consolidated financial statements.

Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive

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These updates were immediately effective

and did not have a significant impact on our financial statements.

and did not have a significant impact on our consolidated financial statements.

is recognized when (1) a contract with a customer exists, (2) performance obligations promised in a contract are identified based on

the products or services that will be transferred to the customer, (3) the transaction price is determined based on the consideration

to which the Company will be entitled in exchange for transferring products or services to the customer, (4) the transaction price is

allocated to the performance obligations in the contract and (5) the Company satisfies its performance obligation.

The Company satisfies

its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is when the customer has

obtained control of the good or service.

Revenue from the sale of the Company’s electric power systems under its Electrical Infrastructure

segment is recognized either over time or at a point in time and substantially all of the Company’s revenue from the sale of power

generation equipment under its Critical Power segment is recognized at a point in time.

Certain sales of highly customized electrical

equipment under the Company’s Electrical Infrastructure segment are recognized over time when such equipment has no alternative

use and the Company has an enforceable right to payment for performance completed to date.

The Company’s measure of progress for

such contracts is evaluated under the input method based on direct labor hours incurred relative to the estimated total direct labor

hours required in order to complete the project.

Any anticipated losses on contracts are fully recognized in the period in which the

losses become evident.

Service revenues include maintenance contracts that are recognized over time based on the contract term and repair

services that are recognized as services are delivered.

from over time contracts is recognized proportionally over the term of the contract using an input method based on the proportion of

labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations, which the Company

considers the best available indicator of the pattern and timing in which contract performance obligations are fulfilled and control

transfers to the customer.

This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue

to recognize in an accounting period.

are situations where the number of hours to complete projects may exceed the original estimate as a result of an increase in project

scope or unforeseen events.

The related impact on income is recognized using the cumulative catch-up method, which the Company recognizes

in the current period.

of revenue on a contract requires estimates of the total labor hours at completion and the measurement of progress towards completion.

Due to the long-term nature of many of the Company’s contracts, developing the estimated total labor hours at completion often

requires judgment.

Factors that must be considered in estimating the total labor hours to be completed include the nature and complexity

of the work to be performed and the risk and impact of delayed performance.

the outset of each contract, the Company gauges its complexity and perceived risks and establish an estimated total number of labor hours

at completion in line with these expectations.

The Company follows a standard contract review process in which the Company reviews the

progress and performance on its ongoing contracts at least quarterly.

of Goods Sold

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies

and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production

facilities and, where appropriate, an allocation of overhead.

Cost of goods sold also includes indirect labor and infrastructure cost

related to the provision of field services.

January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses

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credit loss, and accordingly, the Company’s accumulated deficit as of January 1, 2023.

The Company accounts for trade receivables at original

invoice amount less an estimate made for expected credit losses.

The Company’s allowance for expected credit losses on accounts

receivable reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using

historical experience, as well as current conditions and forecasts that affect the collectability of the reported amount.

There were no

allowances for expected credit losses as of September 30, 2023 and December 31, 2022.

Deferred Financing Costs

legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred

financing costs and included as a non-current asset on the balance sheet until such financings are consummated.

After consummation

of the equity financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as

a reduction of additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds.

the equity financing no longer be considered probable of being consummated, all deferred financing costs would be charged to

operating expenses in the consolidated statements of operations.

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.

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

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 $ 146 and $ 97 of reserves for expected credit losses as of March 31, 2024, and December

31, 2023, respectively.

Financing Costs

legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing

costs and included as a non-current asset on the balance sheet until such financings are consummated.

After consummation of the equity

financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of

additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds.

Should the equity financing

no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated

statements of operations.

of the Company’s products and services

Company’s principal products and services include electric power systems and equipment, distributed energy resources, power generation

equipment and mobile EV charging solutions.

Company’s Electrical Infrastructure business provides electric power systems and equipment and distributed energy resources that

help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy needs.

Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost

electric vehicle charging solutions.

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.

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

The Company’s power maintenance programs provide preventative maintenance, repair and support service for

the Company’s customers’ power generation systems.

timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue

at the end of each reporting period.

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts

billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total

estimated labor hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance

with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

Company’s principal source of revenue is derived from sales of products and fees for services.

The Company measures revenue based

upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer

arrangement are satisfied.

Changes in deferred revenue are generally as a result of the Company’s normal operating cycle and the

effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified at each

reporting period.

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

the three months ended September 30, 2023, the Company recognized $ 8,919 of revenue over time and incurred costs of $ 6,408 .

three months ended September 30, 2022, the Company recognized $ 2,410 of revenue over time and incurred costs of $ 2,100 .

Additionally,

the Company recognized $ 1,461 and $ 1,788 of revenue at a point in time from the sale of our products during the three months ended September

30, 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 $ 2,063 and $ 2,053 of service revenue during the three months ended September 30, 2023

and 2022, respectively.

the nine months ended September 30, 2023, the Company recognized $ 18,963 of revenue over time and incurred

costs of $ 13,195 .

During the nine months ended September 30, 2022, the Company recognized $ 3,309

of revenue over time and incurred

costs of $ 2,881 .

Customers typically receive the benefit of the Company’s products when the risk of loss or control

for the product transfers to the customer and for services as they are performed.

Under ASC 606, revenue is recognized when a customer

obtains control of promised products or services in an amount that reflects the consideration the Company expects to receive in exchange

for those products or services.

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

1) Identify the

contract with a customer

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.

Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including

the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining

to the customer.

2) Identify the

performance obligations in the contract

obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are

both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other

resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby

the transfer of the products or services is separately identifiable from other promises in the contract.

To the extent a contract includes

multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable

of being distinct and distinct in the context of the contract.

If these criteria are not met the promised products or services are accounted

for as a combined performance obligation.

3) Determine the

transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products

or services to the customer.

The customer payments are generally due in 30 days.

4) Allocate the

transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation

based on a relative standalone selling price basis.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the

standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines

related to the performance obligations.

5) Recognize revenue

when or as the Company satisfies a performance obligation

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.

the three months ended March 31, 2024, the Company recognized $ 4,157 of

revenue over time, as compared to $ 6,315 during

the three months ended March 31, 2023.

Additionally, the Company recognized $ 4,433 and

of revenue at a point in time from

the sale of our products during the nine months ended September 30, 2023 and 2022, respectively.

revenue at a point in time from the sale of our products during the three months ended March 31, 2024, and 2023,

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 $ 6,014 and $ 5,444 of service revenue during the nine months ended September 30, 2023

and 2022, respectively.

During the three months ended September 30, 2023,

the Company recognized approximately $ 2,569 of revenue that was classified as deferred revenue as of December 31, 2022, as compared to $ 81

of revenue recognized during the three months ended September 30, 2022 that was classified as deferred revenue at December 31, 2021.

the nine months ended September 30, 2023, the Company recognized approximately $ 8,336 of revenue that was recognized as deferred revenue

at December 31, 2022, as compared to $ 2,137 of revenue during the nine months ended September 30, 2022 that was recognized as deferred

revenue at December 31, 2021.

The Company recognized $ 1,988 and $ 2,062 of service revenue during the three months ended March 31, 2024, and

2023, respectively.

the three months ended March 31, 2024, the Company recognized approximately $ 2,370

of revenue that was classified as deferred revenue

as of December 31, 2023, as compared to $ 2,632

of revenue recognized during the three months

ended March 31, 2023, that was classified as deferred revenue as of December 31, 2022, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

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

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

of September 30, 2023, three customers represented approximately 36 %, 16 % and 14 % of the Company’s accounts receivable.

31, 2022, three customers represented approximately 57 %, 13 % and 11 % of the Company’s accounts receivable.

the three months ended September 30, 2023, two customers represented approximately 54 % and 17 % of the Company’s revenue.

three months ended September 30, 2022, one customer represented approximately 54 % of the Company’s revenue.

the nine months ended September 30, 2023, two customers represented approximately 42 % and 22 % of the Company’s revenue.

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

of March 31, 2024, one customer represented approximately 10 % of the Company’s accounts receivable.

As of December 31, 2023, one customer

represented approximately 23 % of the Company’s accounts receivable.

the three months ended March 31, 2024, two customers represented approximately 27 % and 12 % of the Company’s revenue.

For the three

months ended March 31, 2023, two customers represented approximately 54 % and 14 % 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 the three and nine months ended September 30, 2023 and 2022 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

warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and

free of defects in workmanship and material.

Returns and warranties during the three and nine months ended March 31, 2024, and 2023

were insignificant.

following table presents our revenues disaggregated by revenue discipline:

OF REVENUE DISAGGREGATED

2023 (Restated)

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

Total revenue

2 unchanged sentences

OF INVENTORIES

September 30,

Raw materials

5 unchanged sentences

OF PROPERTY AND EQUIPMENT

September 30,

Machinery, vehicles and equipment

6 unchanged sentences

Total property and equipment, net

expense was $ 143 and $ 40 for the three months ended September 30, 2023 and 2022, respectively.

expense was $ 370 and $ 113 for the nine months ended September 30, 2023 and 2022, respectively.

expense was $ 122 and $ 130 for the three months ended March 31, 2024, and 2023, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

components of accounts payable and accrued liabilities are summarized below:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30,

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable

1 unchanged sentence

Total accounts payable and accrued liabilities

Accrued liabilities primarily consist of accrued legal settlement costs,

accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued insurance.

As of September 30, 2023

and December 31, 2022, accrued legal settlement costs were $ 3,500 and $ 0 , respectively.

See Note 10 for details.

As of September 30, 2023 and December 31, 2022, accrued sales commissions were $ 366 and $ 278 , respectively.

Accrued compensation

and benefits as of September 30, 2023 and December 31, 2022 were $ 312 and $ 213 , respectively.

Accrued sales and use taxes as of September 30,

2023 and December 31, 2022 were $ 30 and $ 258 , respectively, and there was no accrued insurance as of September 30, 2023 compared to $ 559

at December 31, 2022.

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

business operations.

September 30, 2023 and December 31, 2022, none of the Company’s suppliers represented more than 10 % of the Company’s accounts

liabilities primarily consist of accrued legal settlement costs, accrued sales commissions, accrued compensation and benefits, accrued

sales and use taxes and accrued insurance.

Accrued legal settlement costs as of March 31, 2024, and December 31, 2023, were 5,000 .

Note 10 for details.

As of March 31, 2024, and December 31, 2023, accrued sales commissions were $ 550 and $ 442 , respectively.

compensation and benefits as of March 31, 2024, and December 31, 2023, were $ 208 and $ 294 , respectively.

Accrued sales and use taxes as

of March 31, 2024, and December 31, 2023, were $ 149 and $ 67 , respectively, and there was $ 485 accrued insurance as of March 31, 2024, compared

to $ 795 as of December 31, 2023.

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

normal business operations.

of March 31, 2024, two of the Company’s suppliers represented 33 % of the Company’s accounts payable.

As of December 31, 2023,

one of the Company’s suppliers represented 18 % of the Company’s accounts payable.

STOCK-BASED COMPENSATION

summary of stock option activity during the nine months ended September 30, 2023 is as follows:

summary of stock option activity during the three months ended March 31, 2024, is as follows:

OF STOCK OPTION ACTIVITY

Stock Options

Weighted average

exercise price

average remaining

contractual term

1 unchanged sentence

Outstanding as of January 1, 2024

Outstanding as of September 30, 2023

Exercisable as of September 30, 2023

summary of RSU activity during the nine months ended September 30, 2023 is as follows:

OF RESTRICTED STOCK ACTIVITY

Forfeited/expired

Outstanding as of March 31, 2024

Exercisable as of March 31, 2024

summary of RSU activity during the three months ended March 31, 2024, is as follows:

SCHEDULE OF RESTRICTED STOCK UNITS

Weighted-average

fair value per

Weighted-average

Unvested restricted stock units as

of January 1, 2023

Number of units

fair value per share

Unvested restricted stock units as of January 1, 2024

Units granted

Unvested restricted stock

units as of September 30, 2023

During the three and nine months ended September 30,

2023, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $ 64,900 .

During the nine months ended September 30, 2023, the

Company issued 100,000 shares of common stock to its Chief Executive Officer (“CEO”) in connection with the

vesting of 100,0000 restricted stock units (“RSU”) on May 11, 2023.

The fair value of the RSUs on the date of grant was $ 575 ,

which was recognized immediately.

During the nine months ended September 30, 2023, the

Company issued 250,000 shares of common stock to its Chief Financial Officer (“CFO”) in connection with the vesting of 125,000

RSUs on May 1, 2022 and 125,000 RSUs on May 1, 2023.

During the three and nine months ended September 30, 2023, the CEO and

CFO each individually agreed to surrender shares of common stock to the Company, totaling an aggregate of 117,082 shares with a fair value of $ 720 in connection with income and payroll tax obligations paid by the Company

in connection with the vesting of the above mentioned RSUs.

The shares were subsequently cancelled and retired by the Company.

compensation expense recorded for the three and nine months ended September 30, 2023 was approximately $ 285 and $ 1,246 , respectively.

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

As of September 30, 2023, there was $ 638 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

Units forfeited

Unvested restricted stock units as of March 31, 2024

compensation expense recorded for the three months ended March 31, 2024, and 2023 was approximately $ 225 and $ 143 , respectively.

March 31, 2024, there was $ 189 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations

over a weighted average remaining period of 1.5 years.

BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE

and diluted (loss) income 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

1 unchanged sentence

The following table sets forth the computation of basic and

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

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

OF BASIC AND DILUTED LOSS PER SHARE

2023 (Restated)

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

2023 (As Restated)

Net (loss) income

Weighted average basic shares outstanding

1 unchanged sentence

Weighted average diluted shares outstanding

Net income (loss) per common share:

of September 30, 2023 and 2022, diluted income (loss) per share excludes potentially dilutive common shares related to 718,167 and 670,667

Net (loss) income per common share:

of March 31, 2024, and 2023, diluted (loss) income per share excludes potentially dilutive common shares related to 649,167 and 585,667

shares underlying stock options, respectively, and 125,000 and 250,000 shares underlying nonvested RSUs, respectively, as their effect

7 unchanged sentences

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

T&D Solutions and Critical Power.

Electrical Infrastructure and Critical

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

business unit.

The T&D Solutions reportable

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

The Electrical Infrastructure

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

Electrical Infrastructure segment is involved in the design, manufacture and sale of circuit protection and controls equipment used primarily

by large industrial and commercial operations to manage their electrical power distribution needs.

3 unchanged sentences

during times of emergency.

following tables present information about segment income and loss:

OF SEGMENT INCOME AND LOSS

following tables present information about segment loss and income:

OF SEGMENT INCOME LOSS

2023 (Restated)

Three Months Ended

Nine Months Ended

September 30,

T&D Solutions

Power Systems

Total revenue

2023 (As Restated)

Electrical Infrastructure

Critical Power Solutions

Total revenue

Three Months Ended

Nine Months Ended

September 30,

Depreciation and amortization

T&D Solutions

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

Depreciation and amortization

2023 (Restated)

Three Months Ended

Nine Months Ended

September 30,

Operating income (loss)

T&D Solutions

2023 (As Restated)

Operating (loss) income

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

Operating (loss) income

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

OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

United States

COMMITMENTS AND CONTINGENCIES

Litigation and Claims

From time to time, the Company is a defendant or plaintiff

in various legal actions that arise in the normal course of business.

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of

the assessment can be reasonably estimated.

June 15, 2023, two individuals (the “Plaintiffs”) filed a complaint in the U.S.

time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S.

District Court, District of Nebraska

naming the Company, its wholly-owned subsidiary, Titan Energy Systems, Inc., and an individual acting in his capacity as an employee

naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee

of the Company, collectively as defendants.

Plaintiffs filed an amended complaint on July 7, 2023 alleging negligent driving,

negligent entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9,

2019 involving the Plaintiffs and the individual.

According to the amended complaint, the Plaintiffs are seeking special damages

related to the injuries sustained by Plaintiffs.

Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent

entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking

special damages related to the injuries allegedly sustained by Plaintiffs.

The amended complaint also named Titan Energy Systems, Inc.

as a defendant instead of Pioneer Critical Power, Inc.

On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended

On October 6, 2023, a mediation was held, but the parties did not reach a settlement.

The parties are in the beginning stages of the discovery process and are

working to schedule a settlement conference before the end of 2023.

As of September 30, 2023, the Company recognized a liability of $ 3,500

related to this matter, which was included within accounts payable and accrued liabilities, with a corresponding insurance receivable

of $ 3,500 related to the loss recovery, which was deemed to be probable and included within prepaid expenses and other current assets

on the consolidated balance sheet.

In June 2024, another mediation was held

and the parties reached a settlement for all of the Plaintiffs’ claims.

As of March 31, 2024, the Company recognized a liability

of $ 5,000 related to this matter, which was included within accounts payable and accrued liabilities, with a corresponding insurance

receivable of $ 5,000 related to the loss recovery, which was deemed to be probable and included within prepaid expenses and other current

assets on the consolidated balance sheets.

Company is not aware of any material proceedings in which any of its directors, officers or affiliates or any registered or beneficial

shareholder of more than 5 % of the Company’s common stock is an adverse party or has a material interest adverse to the Company’s

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