What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-10-08 · 247 added, 179 removed, 179 unchanged (70% 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

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

accompanying unaudited condensed interim consolidated 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.

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

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similar public threat, or fear of such an event.

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

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

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

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.

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 this Quarterly Report on Form 10-Q and in the Quarterly Reports on Form 10-Q for the periods ended March 31,

2024, and June 30, 2024, 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

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.

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

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engineering, and sales and administration.

of Subsidiary

October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”),

by and among the Company, Pioneer Custom Electrical Products, LLC, a wholly owned subsidiary of the Company (“Pioneer Custom”),

Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”).

Pursuant to the terms of the Equity

Purchase Agreement, the Company agreed to:

(i) contribute

4% of all of the issued and outstanding equity interests of Pioneer Custom to Investment

(the “Rollover Interests”) in exchange for Investment issuing $2,000 of common

units (representing approximately 6% of Investment’s issued and outstanding common

units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of Pioneer Custom other than the Rollover

Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”).

Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase

Agreement, and (ii) $2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company.

the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing Date”).

addition, upon the closing of the Equity Transaction, the Company and the Buyer entered into a transition services agreement, pursuant

to which (i) the Company will provide certain transition services to the Buyer for various service periods ranging from 30 days to 12

months following the Closing Date and (ii) the Buyer will provide one specific transition service to the Company until October 31, 2025.

of Business Segments

have two reportable segments:

As of September 30, 2024, we had two reportable segments:

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

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

On October 29, 2024, we closed on the sale of our Electrical Infrastructure segment.

See “Recent Developments”.

Accounting Estimates

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There were no material changes

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

to our accounting policies during the nine months ended September 30, 2024.

OF OPERATIONS

of the Three and Six Months Results

of the Three and Nine Months Results

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

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:

and in our unaudited condensed interim 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 nine months ended September 30, 2024, and 2023 are as follows:

Three Months Ended

Nine Months Ended

September 30,

(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

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 expense (income)

Other expense (income)

(Loss) income before income taxes

Income tax expense

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

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

$13,236, or 20% of the total backlog.

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

(As Restated)

September 30,

September 30, 2023

(As Restated)

Infrastructure

Power Solutions

order backlog

Electrical Infrastructure

Critical Power Solutions

Total 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

Nine Months Ended

September 30,

(As Restated)

Infrastructure

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.

Electrical Infrastructure

Critical Power Solutions

Total revenue

the three months ended September 30, 2024, our consolidated revenue decreased by $542, or 4.7%, to $10,911, down from $11,453 during

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

during the three months ended September 30, 2024.

the nine months ended September 30, 2024, our consolidated revenue decreased by $7,450 or 22.4%, to $25,841, down from $33,291 during

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

during the nine months ended September 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.

During the three months ended September 30, 2024, revenue from our equipment sales decreased by $4,165, or 48.1%,

to $4,495, down from $8,660 during the three months ended September 30, 2023, primarily due to a decrease in shipments and revenue recognized

over time from our equipment sales during the three months ended September 30, 2024.

the nine months ended September 30, 2024, revenue from our Electrical Infrastructure segment decreased by $12,130, or 48.8%, to $12,715,

down from $24,845 during the nine months ended September 30, 2023, primarily due to a decrease in shipments and revenue recognized over

time from our equipment sales during the nine months ended September 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.

For the three months ended September 30, 2024, revenue for our Critical Power segment increased by $3,623, or 129.8%,

to $6,416, up from $2,793 during the three months ended September 30, 2023, primarily due to an increase in equipment and service sales

during the three months ended September 30, 2024.

For the three months ended September 30, 2024, revenue from our equipment sales increased

by $3,156, or 392%, to $3,961, up from $805 during the three months ended September 30, 2023, primarily due to delivering $3,000 of

e-Boost equipment during the third quarter of 2024 and no comparable shipments during the third quarter of 2023.

the nine months ended September 30, 2024, revenue for our Critical Power segment increased by $4,680, or 55.4%, to $13,126, up from $8,446

during the nine months ended September 30, 2023, primarily due to an increase in equipment and service sales during

the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, revenue from our equipment sales increased by

$3,941, or 157.2%, to $6,448, up from $2,507 during the nine months ended September 30, 2023, primarily due to delivering $3,000 of e-Boost

equipment during the third quarter of 2024 and no comparable shipments during 2023.

Profit and Margin

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

Three Months Ended

Nine Months Ended

September 30,

(As Restated)

Infrastructure

Power Solutions

Electrical Infrastructure

Gross margin %

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.

Critical Power Solutions

Gross margin %

Consolidated gross profit

Consolidated gross margin %

the three months ended September 30, 2024, our consolidated gross margin decreased to 18.9% of revenues, as compared to 32.3% during

the three months ended September 30, 2023.

the nine months ended September 30, 2024, our consolidated gross margin decreased to 17.2% of revenues, as compared to 31.3% during the

nine months ended September 30, 2023.

Infrastructure.

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.

For the three months ended September 30, 2024, our gross margin percentage decreased by 25.5 percentage points,

from 37.6% to 12.1%, as compared to the three months ended September 30, 2023.

The decrease was primarily due to the decrease in

sales of our power systems and switchgear equipment.

the nine months ended September 30, 2024, our gross margin percentage decreased by 21.7 percentage points, from 35.4% to 13.7%, as

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

months ended June 30, 2023.

For the three months ended September 30, 2024, our gross margin increased by 8 percentage points, from 15.7%

to 23.7%, for the three months ended September 30, 2023.

The increase was predominately due to the increase in sales of our e-Boost

equipment from our Pioneer eMobility business in addition to an increase in service sales.

the nine months ended September 30, 2024, our gross margin increased by 1.5 percentage points, from 19.1% to 20.6%, for the nine months ended

September 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

Nine Months Ended

September 30,

Electrical Infrastructure

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

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 Expense .

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,

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

expense, before depreciation and amortization, increased by approximately $155, or 5.7%, to $2,881, as compared to $2,726 during the

three months ended September 30, 2023, primarily due to an increase in professional fees.

As a percentage of our consolidated

revenue, selling, general and administrative expense, before depreciation and amortization, increased to 26.4% during the three months

ended September 30, 2024, as compared to 23.8% in the three months ended September 30, 2023.

the nine months ended September 30, 2024, consolidated selling, general and administrative expense, before depreciation and amortization,

increased by approximately $360, or 4.6%, to $8,176, as compared to $7,816 during the nine months ended September 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 31.6% during the nine months ended September 30, 2024, as compared to 23.5% in the

nine months ended September 30, 2023.

and Amortization Expense.

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

For the three months ended June

For the three months ended September

30, 2024, consolidated depreciation and amortization expense decreased by $6, or 18.8%, to $26, as compared to $32 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.

ended September 30, 2023.

the nine months ended September 30, 2024, consolidated depreciation and amortization expense decreased by $119, or 63.3%, to $69, as

compared to $188 during the nine months ended September 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

Nine Months Ended

September 30,

(As Restated)

Infrastructure

Power Solutions

corporate overhead expenses

income from operations

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

(Loss) 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

Operating income from our Electrical Infrastructure segment decreased by $3,047 during the three months ended September

30, 2024, as compared to the three months ended September 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.

income from our Electrical Infrastructure segment decreased by $7,832 during the nine months ended September 30, 2024, as compared to

the nine months ended September 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 $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.

Operating income from our Critical Power segment increased by $832 during the three months ended September 30, 2024,

as compared to the three months ended September 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.

loss from our Critical Power segment decreased by $605 during the nine months ended September 30, 2024, as compared to the nine months

ended September 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.

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 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.

the three months ended September 30, 2024, our unallocated corporate overhead expense decreased by $178, or 16.1%, as compared to the

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

the nine months ended September 30, 2024, our unallocated corporate overhead expense decreased by $319, or 9.0%, as compared to the nine

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

Non-Operating

(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)

Expense (Income) .

For the three and nine months ended September 30, 2024, we had interest expense of approximately $23 and interest

income of approximately $25, respectively, as compared to interest income of approximately $60 and $192, respectively, during the three

and nine months ended September 30, 2023.

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

ended September 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.

the three and nine months ended September 30, 2024, we had other non-operating expense of $1 and other non-operating income $39, respectively,

as compared to other non-operating income of $11 and $4, respectively, during the three and nine months ended September 30, 2023.

for Income Taxes .

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

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

Loss (Income) per Share

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.

generated a net loss of $1,121 during the three months ended September 30, 2024, as compared to net income of $1,011 during the three

months ended September 30, 2023.

net loss per basic and diluted share for the three months ended September 30, 2024, was $0.10, as compared to net income per basic share

of $0.10 for the three months ended September 30, 2023.

generated a net loss of $4,439 during the nine months ended September 30, 2024, as compared to net income of $2,601 during the nine months

ended September 30, 2023.

net loss per basic and diluted share for the nine months ended September 30, 2024, was $0.42, as compared to net income per basic share

of $0.26 for the nine months ended September 30, 2023.

AND CAPITAL RESOURCES

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(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.

As of September 30, 2024, the Company had $3,080 of cash on hand generated primarily from the sale of

common stock under the ATM Program.

Since October 20, 2020, and through September 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 ATM Program.

During the nine months ended September 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

As of September 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 six months ended June 30, 2024, we were able to operate substantially at capacity.

During the nine months ended September 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

2 unchanged sentences

results of operations.

(Used in)/ Provided by Operating Activities .

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 Operating Activities .

Cash used in our operating activities was $4,118 during the nine months ended September 30, 2024, as

compared to $228 during the nine months ended September 30, 2023.

The 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 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.

Cash used in investing activities during the nine months ended September 30, 2024, was $1,277, as compared

to $2,345 during the nine months ended September 30, 2023.

Additions to property and equipment during the nine months ended September

30, 2024, were $1,277, as compared to $2,345 of additions during the nine months ended September 30, 2023.

Provided by/ (Used in) Financing Activities.

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.

Cash provided by our financing activities was $4,893 during the nine months ended September

30, 2024, as compared to cash used in financing activities of $142 during the nine months ended September 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 September 30, 2024, we had working capital of $9,103, including $3,080 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 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.

As of September 30, 2024, we had $3,080 of cash on hand generated primarily from the sale of common stock under

the ATM Program.

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 and the sale of common stock under the ATM

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

acquisitions.

October 29, 2024, we closed on the sale of our Pioneer Custom Electrical Products, LLC subsidiary for gross cash proceeds of $48,000.

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

We expect our cash requirements to be

generally for operating activities, capital improvements and product development.

We expect that product development and promotional

activities related to our new initiatives will continue in the near future and we expect to continue to incur costs related to such activities.

We expect that our cash balance is sufficient to fund operations for the next twelve months from the date our unaudited consolidated

financial statements are issued.

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 $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.

We expect our cash requirements to

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

We expect that product development and

promotional activities related to our new initiatives will continue in the near future and we expect to continue to incur costs

related to such activities.

We expect that our cash balance is sufficient to fund operations for the next twelve months from the

date our unaudited condensed interim consolidated financial statements are issued.

of September 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 $1,277 of additions to property and equipment during the nine months ended September 30, 2024, as compared to $2,345 of additions

to property and equipment during the nine months ended September 30, 2023.

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

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What changed 10-Q

Item 2. Management’s Discussion and Analysis