What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-10-08 compared with 2024-09-10 · 215 added, 198 removed, 143 unchanged (74% of the section changed)

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

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the

accompanying unaudited consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on

Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and

Exchange Commission on July 26, 2024.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying

unaudited consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with

our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on July

the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Pioneer,”

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cause such differences include, but are not limited to:

economic conditions and their effect on demand for electrical equipment, particularly in

the commercial construction market, but also in the power generation, industrial production

and infrastructure industries.

effects of fluctuations in sales on our business, revenues, expenses, net income (loss),

income (loss) per share, margins and profitability.

of our competitors are better established and have significantly greater resources and may

subsidize their competitive offerings with other products and services, which may make it

difficult for us to attract and retain customers.

economic conditions and their effect on demand for electrical equipment, particularly in the commercial construction market, but

also in the power generation, industrial production and infrastructure industries.

effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability.

of our competitors are better established and have significantly greater resources and may subsidize their competitive offerings

with other products and services, which may make it difficult for us to attract and retain customers.

potential loss or departure of key personnel, including Nathan J.

Mazurek, our chairman,

president and chief executive officer.

ability to generate internal growth, maintain market acceptance of our existing products

and gain acceptance for our new products.

Mazurek, our chairman, president and chief executive officer.

ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for our new products.

Unanticipated

increases in raw material prices or disruptions in supply could increase production costs

and adversely affect our profitability.

increases in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability.

ability to realize revenue reported in our backlog.

ability to remediate the material weaknesses identified in our internal control over financial

reporting in our Annual Report on Form 10-K for the year ended December 31, 2023, or inability

to otherwise maintain an effective system of internal control.

effect that the restatement of the prior financial statements could have on investor confidence

in us and raise reputational risk.

margin risk due to competitive pricing and operating efficiencies, supply chain risk, material,

labor or overhead cost increases, interest rate risk and commodity risk.

ability to remediate the material weaknesses identified in our internal control over financial reporting in our Annual Report on

Form 10-K for the year ended December 31, 2023, or inability to otherwise maintain an effective system of internal control.

effect that the restatement of the prior financial statements could have on investor confidence in us and raise reputational risk.

margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases,

interest rate risk and commodity risk.

or labor disputes with our employees may adversely affect our ability to conduct our business.

impact of geopolitical activity on the economy, changes in government regulations such as

income taxes, climate control initiatives, the timing or strength of an economic recovery

in our markets and our ability to access capital markets.

impact of geopolitical activity on the economy, changes in government regulations such as income taxes, climate control initiatives,

the timing or strength of an economic recovery in our markets and our ability to access capital markets.

weaknesses in internal controls.

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liquidity and trading volume of our common stock.

business could be adversely affected by an outbreak of disease, epidemic or pandemic, such

as the global coronavirus pandemic, or similar public threat, or fear of such an event.

business could be adversely affected by an outbreak of disease, epidemic or pandemic, such as the global coronavirus pandemic, or

similar public threat, or fear of such an event.

ability to regain and maintain compliance with the continued listing standards of Nasdaq.

associated with litigation and claims, which could impact our financial results and condition.

foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or

risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the

impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from

those contained in any forward-looking statements.

Except to the extent required by applicable laws or rules, we undertake no obligation

to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

review carefully the risks and uncertainties described under the heading “Part II - Item 1A.

Risk Factors” in this Quarterly

Report on Form 10-Q and “Part I - Item 1A.

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,

2023, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained

herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking

Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we

assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to

differ from those contained in any forward-looking statements.

Except to the extent required by applicable laws or rules, we undertake

no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

You should review carefully the risks and uncertainties described under the heading “Part II - Item 1A.

Risk Factors” in

this Quarterly Report on Form 10-Q and “Part I - Item 1A.

Risk Factors” in our Annual Report on Form 10-K for the year ended

December 31, 2023, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common

design, manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, power generation

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(“Critical Power”).

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.

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 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.

and Pioneer Critical Power brand names.

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

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

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

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

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

Accounting Estimates

consolidated financial statements have been prepared in accordance with U.S.

The preparation of our consolidated financial

statements requires us to make estimates and assumptions that affect the amounts and disclosures in the consolidated financial

Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the

future, and on various other factors that we believe are reasonable under the circumstances.

Our critical accounting policies and

estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations -

Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024.

There were no material

changes to our accounting policies during the three months ended March 31, 2024.

The preparation of our consolidated financial statements

requires us to make estimates and assumptions that affect the amounts and disclosures in the consolidated financial statements.

Our estimates

are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other

factors that we believe are reasonable under the circumstances.

Our critical accounting policies and estimates are described in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on

Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024.

There were no material changes

to our accounting policies during the six months ended June 30, 2024.

OF OPERATIONS

of the Three Months Results

of the Three and Six Months Results

financial and operating data for our reportable business segments for the most recent reporting period is summarized below.

This information,

as well as the selected financial data provided in “Note 9 - Business Segment and Geographic Information” and in our unaudited

Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q, should be referred to when reading

our discussion and analysis of results of operations below.

summary of operating results during the three months ended March 31, 2024, and 2023 are as follows:

Three Months Ended

information, as well as the selected financial data provided in “Note 9 - Business Segment and Geographic Information”

and in our unaudited Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q, should be

referred to when reading our discussion and analysis of results of operations below.

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

(As Restated)

Electrical Infrastructure

Critical Power Solutions

Cost of goods sold

Electrical Infrastructure

Critical Power Solutions

Selling, general and administrative

Depreciation and amortization

Research and development

Total operating expenses

Operating (loss) income from continuing operations

Interest income

(Loss) income before income taxes

Income tax expense

Net (loss) income

(As Restated)

Infrastructure

Power Solutions

of goods sold

Infrastructure

Power Solutions

general and administrative

and amortization

and development

operating expenses

(loss) income from continuing operations

expense (income)

income before income taxes

(loss) income

backlog is based on firm orders from our customers expected to be delivered in the future, most of which is expected to occur during

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or for which work has not yet begun.

As of March 31, 2024, backlog from our E-Bloc power systems and related equipment was approximately

As of June 30, 2024, backlog from our E-Bloc power systems and related equipment was approximately

$12,523, or 19% of the total backlog.

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

September 30,

(As Restated)

Electrical Infrastructure

Critical Power Solutions

Total order backlog

Infrastructure

Power Solutions

order backlog

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

percentages):

Three Months Ended

(As Restated)

Electrical Infrastructure

Critical Power Solutions

Total revenue

the three months ended March 31, 2024, our consolidated revenue decreased by $965, or 10.1%, to $8,590, down from $9,555 during the three

months ended March 31, 2023, primarily due to a decrease in sales of equipment from our Electrical Infrastructure segment during the

three months ended March 31, 2024.

(As Restated)

Infrastructure

During the three months ended March 31, 2024, revenue from equipment sales decreased by $1,534, or 22.5%, to

$5,275, down from $6,809 during the three months ended March 31, 2023, primarily due to a decrease in revenue recognized over time

from our equipment sales during the three months ended March 31, 2024.

For the three months ended March 31, 2024, revenue for our Critical Power segment increased by $569, or 20.7%, to $3,315, up from $2,746 during the three months ended March 31, 2023, primarily due to an increase in sales of our e-Boost equipment from our Pioneer eMobility business

during the three months ended March 31, 2024.

Power Solutions

the three months ended June 30, 2024, our consolidated revenue decreased by $5,942, or 48.4%, to $6,340, down from $12,282 during the

three months ended June 30, 2023, primarily due to a decrease in sales of equipment from our Electrical Infrastructure segment during

the three months ended June 30, 2024.

the six months ended June 30, 2024, our consolidated revenue decreased by $6,908 or 31.6%, to $14,930, down from $21,838 during the six

months ended June 30, 2023, primarily due to a decrease in sales of equipment from our Electrical Infrastructure segment during the six

months ended June 30, 2024.

Infrastructure .

During the three months ended June 30, 2024, revenue from our equipment sales decreased by $6,431, or 68.6%, to $2,945,

down from $9,376 during the three months ended June 30, 2023, primarily due to a decrease in shipments and revenue recognized over time

from our equipment sales during the three months ended June 30, 2024.

the six months ended June 30, 2024, revenue from our equipment sales decreased by $7,965, or 49.2%, to $8,220, down from $16,185 during

the six months ended June 30, 2023, primarily due to a decrease in revenue recognized over time from our equipment sales during the six

months ended June 30, 2024.

Power Solutions .

For the three months ended June 30, 2024, revenue for our Critical Power segment increased by $489, or 16.8%, to

$3,395, up from $2,906 during the three months ended June 30, 2023, primarily due to an increase in service sales during the three months

ended June 30, 2024.

the six months ended June 30, 2024, revenue for our Critical Power segment increased by $1,057, or 18.7%, to $6,710, up from $5,653 during

the six months ended June 30, 2023, primarily due to an increase in sales of our e-Boost equipment from our Pioneer eMobility business

in addition to an increase in service sales during the six months ended June 30, 2024.

Profit and Margin

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

Three Months Ended

(As Restated)

Electrical Infrastructure

Gross margin %

Critical Power Solutions

(As Restated)

Infrastructure

Power Solutions

gross margin %

Consolidated gross profit

Consolidated gross margin %

the three months ended March 31, 2024, our consolidated gross margin decreased to 20.1% of revenues, as compared to 29.6% during the

three months ended March 31, 2023.

the three months ended June 30, 2024, our consolidated gross margin decreased to 10.3% of revenues, as compared to 31.6% during the three

months ended June 30, 2023.

the six months ended June 30, 2024, our consolidated gross margin decreased to 15.9% of revenues, as compared to 30.7% during the six

months ended June 30, 2023.

Infrastructure.

For the three months ended March 31, 2024, our gross margin percentage decreased by 8.9%, from 31.5% to 22.6%, as

compared to the three months ended March 31, 2023.

The decrease was primarily due to the decrease in sales our E-Bloc power systems and

medium and low voltage equipment.

For the three months ended June 30, 2024, our gross margin percentage decreased by 35.8%, from 36.2% to 0.4%, as

compared to the three months ended June 30, 2023.

The decrease was primarily due to the decrease in sales of our power systems and

switchgear equipment.

the six months ended June 30, 2024, our gross margin percentage decreased by 19.5%, from 34.2% to 14.7%, as compared to the six

months ended June 30, 2023.

The decrease was primarily due to the decrease in sales of our E-Bloc power systems and medium and low

voltage switchgear equipment.

Power Solutions .

For the three months ended March 31, 2024, our gross margin decreased by 9.0%, from 25.1% to 16.1%, for the

three months ended March 31, 2023.

For the three months ended June 30, 2024, our gross margin increased by 2.2%, from 16.7% to 18.9%, for the three

months ended June 30, 2023.

The increase was predominately due to the increase in sales of our equipment and service.

the six months ended June 30, 2024, our gross margin decreased by 3.3%, from 20.8% to 17.5%, for the six months ended June 30, 2023.

The decrease was primarily due to an unfavorable sales mix.

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

Three Months Ended

Electrical Infrastructure

Selling, general and administrative

Depreciation and amortization

Segment operating expense

Critical Power Solutions

Selling, general and administrative

Depreciation and amortization

Research and development

Segment operating expense

Unallocated Corporate Overhead Expenses

Selling, general and administrative

Depreciation and amortization

Segment operating expense

Selling, general and administrative

Depreciation and amortization

Research and development

Consolidated operating expense

general and administrative

and amortization

operating expense

Power Solutions

general and administrative

and amortization

and development

operating expense

Corporate Overhead Expenses

general and administrative

and amortization

operating expense

general and administrative

and amortization

and development

operating expense

General and Administrative Expense .

For the three months ended March 31, 2024, consolidated selling, general and administrative expense,

before depreciation and amortization, increased by approximately $574, or 28.2%, to $2,607, as compared to $2,033 during the three months

ended March 31, 2023, primarily due to an increase in payroll related costs, including stock-based compensation.

As a percentage of our

consolidated revenue, selling, general and administrative expense, before depreciation and amortization, increased to 30.3% during the

three months ended March 31, 2024, as compared to 21.3% in the three months ended March 31, 2023.

For the three months ended June 30, 2024, consolidated selling, general and administrative expense,

before depreciation and amortization, decreased by approximately $370, or 12.1%, to $2,689, as compared to $3,059 during the three months

ended June 30, 2023, primarily due to a decrease in stock-based compensation expense.

As a percentage of our consolidated revenue, selling,

general and administrative expense, before depreciation and amortization, increased to 42.4% during the three months ended June 30, 2024,

as compared to 24.9% in the three months ended June 30, 2023.

the six months ended June 30, 2024, consolidated selling, general and administrative expense, before depreciation and amortization, increased

by approximately $205, or 4.0%, to $5,295, as compared to $5,090 during the six months ended June 30, 2023, primarily due to an increase

in travel related costs.

As a percentage of our consolidated revenue, selling, general and administrative expense, before depreciation

and amortization, increased to 35.5% during the six months ended June 30, 2024, as compared to 23.3% in the six months ended June 30,

and Amortization Expense.

Depreciation and amortization expense consists primarily of depreciation of fixed assets and

amortization of right-of-use assets related to our finance leases, and excludes amounts included in cost of sales.

For the three

months ended March 31, 2024, consolidated depreciation and amortization expense decreased by $109, or 87.2%, to $16, as compared to

$125 during the three months ended March 31, 2023.

Depreciation and amortization expense consists primarily of depreciation of fixed assets and amortization

of right-of-use assets related to our finance leases, and excludes amounts included in cost of sales.

For the three months ended June

30, 2024, consolidated depreciation and amortization expense decreased by $4, or 13.3%, to $26, as compared to $30 during the three months

ended June 30, 2023.

the six months ended June 30, 2024, consolidated depreciation and amortization expense decreased by $113, or 72.4%, to $43, as compared

to $156 during the six months ended June 30, 2023.

Income from Operations

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

Three Months Ended

(As Restated)

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

(Loss) income from operations

(As Restated)

Infrastructure

Operating income from our Electrical Infrastructure segment decreased by $1,243 during the three months ended March

31, 2024, as compared to the three months ended March 31, 2023, primarily due to a decrease in sales of our electrical infrastructure

Power Solutions

corporate overhead expenses

income from operations

Infrastructure .

Operating income from our Electrical Infrastructure segment decreased by $3,540 during the three months ended June

30, 2024, as compared to the three months ended June 30, 2023, primarily due to a decrease in sales of our electrical infrastructure

equipment and an increase in selling, general and administrative expense.

income from our Electrical Infrastructure segment decreased by $4,783 during the six months ended June 30, 2024, as compared to the six

months ended June 30, 2023, primarily due to a decrease in sales of our electrical infrastructure equipment and an increase in selling,

general and administrative expense.

Power Solutions .

Operating loss from our Critical Power segment increased by $123 during the three months ended March 31, 2024,

as compared to the three months ended March 31, 2023, primarily due to an unfavorable sales mix in the service business.

Operating loss from our Critical Power segment increased by $105 during the three months ended June 30, 2024, as

compared to the three months ended June 30, 2023, primarily due to an increase research and development costs related to our e-Boost

equipment from Pioneer eMobility business and an unfavorable sales mix in the service business.

loss from our Critical Power segment increased by $228 during the six months ended June 30, 2024, as compared to the six months ended

June 30, 2023, primarily due to an increase research and development costs related to our e-Boost equipment from Pioneer eMobility business

and an unfavorable sales mix in the service business.

Corporate Expense .

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tax compliance, legal, stock-based compensation, public reporting costs and costs not specifically allocated to reportable business segments.

the three months ended March 31, 2024, our unallocated corporate overhead expense increased by $415, or 55.3%, as compared to the three

months ended March 31, 2023, primarily due to an increase in payroll related costs, including stock-based compensation, professional

fees and costs related to investor relations.

the three months ended June 30, 2024, our unallocated corporate overhead expense decreased by $556, or 33.1%, as compared to the three

months ended June 30, 2023, primarily due to a decrease in stock-based compensation expense.

the six months ended June 30, 2024, our unallocated corporate overhead expense decreased by $140, or 5.8%, as compared to the six months

ended June 30, 2023, primarily due to a decrease in stock-based compensation expense.

Non-Operating

For the three months ended March 31, 2024, we had interest income of approximately $31, as compared to interest income of

approximately $54 during the three months ended March 31, 2023.

We generated the majority of our interest income from our cash on hand

during the three months ended March 31, 2024, and 2023.

Other income in the consolidated statements of operations reports certain gains and losses associated with activities not

directly related to our core operations.

the three months ended March 31, 2024, other non-operating income was $40, as compared to other non-operating income of $13 during the

three months ended March 31, 2023.

(Income) Expense

For the three and six months ended June 30, 2024, we had interest income of approximately $17 and $48, respectively, as compared

to interest income of approximately $79 and $132, respectively, during the three and six months ended June 30, 2023.

We generated the

majority of our interest income from our cash on hand during the six months ended June 30, 2024, and 2023.

Expense (Income) .

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

with activities not directly related to our core operations.

the three and six months ended June 30, 2024, other non-operating income was $0 and $40, respectively, as compared to other non-operating

expense of $20 and $7, respectively, during the three and six months ended June 30, 2023.

for Income Taxes .

Our effective income tax rate for the three months ended March 31, 2024, and 2023 was 0.0%.

Our effective income tax rate for the three and six months ended June 30, 2024, and 2023 was 0.0%.

Loss (Income) per Share

generated a net loss of $1,035 during the three months ended March 31, 2024, as compared to a net income of $742 during the three

months ended March 31, 2023.

net loss per basic and diluted share for the three months ended March 31, 2024, was $0.10, as compared to net income per basic and diluted

share of $0.07 for the three months ended March 31, 2023.

generated a net loss of $2,283 during the three months ended June 30, 2024, as compared to net income of $848 during the three months

ended June 30, 2023.

net loss per basic and diluted share for the three months ended June 30, 2024, was $0.21, as compared to net income per basic share of $0.09 and net income per diluted share of $0.08 for the three months ended June 30, 2023.

generated a net loss of $3,318 during the six months ended June 30, 2024, as compared to net income of $1,590 during the six months ended

June 30, 2023.

net loss per basic and diluted share for the six months ended June 30, 2024, was $0.32, as compared to net income per basic share of $0.16 and net income per diluted share of $0.15 for the six months ended June 30, 2023.

AND CAPITAL RESOURCES

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(the “ATM Program”).

As of March 31, 2024, we had $6,227 of cash on hand generated primarily from the sale of common stock

under the ATM Program.

Since October 20, 2020, and through March 31, 2024, we 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 months ended

March 31, 2024, we 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.

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

As of June 30, 2024, the Company had $6,512 of cash on hand generated primarily from the sale of common

stock under the ATM Program.

Since October 20, 2020, and through June 30, 2024, the Company sold an aggregate of 1,835,616 shares of

common stock for aggregate gross proceeds of approximately $14,051, before any sales agent fees and expenses payable by us under the

During the six months ended June 30, 2024, the Company sold an aggregate of 919,557 shares of common stock for an aggregate

consideration of approximately $5,147, before any sales agent fees and expenses payable by the Company under the ATM Program.

30, 2024, $69,853 of common stock remained available for issuance under the ATM Program.

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

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our business.

During the three months ended March 31, 2024, we were able to operate substantially at capacity.

During the six months ended June 30, 2024, we were able to operate substantially at capacity.

can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could

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(Used in)/ Provided by Operating Activities .

Cash used in our operating activities was $1,950 during the three months ended March

31, 2024, as compared to cash provided by $1,525 during the three months ended March 31, 2023.

Cash used in our operating activities was $1,379 during the six months ended June 30,

2024, as compared to cash provided by operating activities of $366 during the six months ended June 30, 2023.

increase in cash used in operating activities is primarily due to the increase in our net loss and working capital fluctuations.

Used in Investing Activities.

Cash used in our investing activities during the three months ended March 31, 2024, was $213, as compared

to $194 during the three months ended March 31, 2023.

Additions to property and equipment during the three months ended March 31, 2024,

were $213, as compared to $194 of additions during the three months ended March 31, 2023.

Cash used in investing activities during the six months ended June 30, 2024, was $614, as compared

to $810 during the six months ended June 30, 2023.

Additions to property and equipment during the six months ended June 30, 2024, were

$614, as compared to $810 of additions during the six months ended June 30, 2023.

Provided by/ (Used in) Financing Activities.

Cash provided by our financing activities was $4,808 during the three months ended March

31, 2024, as compared to cash used in our financing activities of $71 during the three months ended March 31, 2023.

The increase in cash

provided by financing activities is primarily due to the sale of common stock under the ATM Program.

As of March 31, 2024, we had working capital of $13,508, including $6,227 of cash on hand, compared to working capital of

Cash provided by our financing activities was $4,923 during the six months ended June

30, 2024, as compared to cash used in financing activities of $228 during the six months ended June 30, 2023.

The increase in cash provided

by financing activities is primarily due to the sale of common stock under the ATM Program.

As of June 30, 2024, we had working capital of $11,140, including $6,512 of cash on hand, compared to working capital of

$9,421, including $3,582 of cash on hand as of December 31, 2023.

of Liquidity .

As of March 31, 2024, we had $6,227 of cash on hand generated primarily from the sale of common stock under the

We have historically met our cash needs through a combination of cash flows from operating activities and bank

borrowings, the completion of the sale of the transformer business units in August 2019, 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.

As of June 30, 2024, we had $6,512 of cash on hand generated primarily from the sale of common stock under the ATM

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

completion of the sale of the transformer business units in August 2019, 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.

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

5 unchanged sentences

financial statements are issued.

of March 31, 2024, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships

of June 30, 2024, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships

with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Company had $213 of additions to property and equipment during the three months ended March 31, 2024, as compared to $194 of additions

to property and equipment during the three months ended March 31, 2023.

Company had $614 of additions to property and equipment during the six months ended June 30, 2024, as compared to $810 of additions to

property and equipment during the six months ended June 30, 2023.

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

22 unchanged sentences

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 2. Management’s Discussion and Analysis