What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 205 added, 191 removed, 173 unchanged (70% of the section changed)

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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 market, but also in the power generation, industrial production and infrastructure

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 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 ongoing material weakness identified in our internal control over

financial reporting, or inability to otherwise maintain an effective system of internal control.

effect that the identified material weakness and failure to establish and maintain effective

internal control over financial reporting 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 ongoing material weakness identified in our internal control over financial reporting, or inability to otherwise

maintain an effective system of internal control.

effect that the identified material weakness and failure to establish and maintain effective internal control over financial reporting

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

tariff policies and regulations, 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 tariff policies and regulations, income

taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital

sales of large blocks of our common stock may adversely impact our stock price.

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.

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

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 maintain compliance with the continued listing standards of the Nasdaq Capital Market.

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

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dollars are reported in thousands, except for share and per share amounts (unless otherwise noted).

Recent Developments

On July 4, 2025, the federal government enacted the

One Big Beautiful Bill Act, which includes broad based changes to U.S.

corporate tax provisions.

Certain key provisions apply retroactively

to January 2025, including the reinstatement of 100% bonus depreciation and the option to expense U.S.-based research and development

expenditures.

we continue to operate in a net operating loss (NOL) position and maintains a full valuation allowance against our deferred tax

assets, the income tax provisions are not expected to materially impact our cash tax obligations or financial statement income tax

expense in the near term.

To the extent the new provisions increase deferred tax assets, such increases are expected to be offset by

a corresponding increase in the valuation allowance, consistent with our current assessment.

continue to evaluate the long-term implications of the legislation.

of Business Segment

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- Critical Power Solutions (“Critical Power”).

Critical Power business provides customers with our suite of mobile EV charging solutions,

power generation equipment and all forms services, including but not limited to, preventative

maintenance, repairs, fuel polishing, and remote monitoring.

These products and services

are marketed by our operations headquartered in Minnesota, currently doing business under

our Pioneer eMobility (“e-Boost”) and Pioneer Critical Power (“Titan”)

Critical Power business provides customers with our suite of mobile EV charging solutions, power generation equipment and all forms

services, including but not limited to, preventative maintenance, repairs, fuel polishing, and remote monitoring.

These products

and services are marketed by our operations headquartered in Minnesota, currently doing business under our Pioneer eMobility (“e-Boost”)

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

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

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There were no material changes to our critical accounting estimates during the

three and six months ended June 30, 2025.

three and nine months ended September 30, 2025.

OF OPERATIONS

of June 30, 2025, and 2024, Operating Results

of September 30, 2025, and 2024, Operating Results

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

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reading our discussion and analysis of results of operations below.

summary of operating results during the three and six months ended June 30, 2025, and 2024 are as follows:

For the Three

Critical Power

summary of operating results during the three and nine months ended September 30, 2025, and 2024 are as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

Critical Power Solutions

Cost of goods sold

Power Solutions

Critical Power Solutions

Selling, general and administrative

Depreciation and amortization

and development

operating expenses

Research and development

Total operating expenses

Operating loss from continuing operations

Interest income

Interest income (expense), net

Other (expense) income, net

Loss before income taxes

Income tax expense

Net loss from continuing operations

income from discontinued operations, net of income taxes

(Loss) income from discontinued operations, net of income taxes

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

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Backlog may vary significantly from reporting period to reporting period due to the timing of customer

revenue backlog as of June 30, 2025, from our Critical Power business was $17,885, a decrease of $9,366, or 34.4%, when compared to $27,251

as of June 30, 2024.

revenue backlog as of September 30, 2025, from our Critical Power business was $15,362, a decrease of $8,676, or 36.1%, when compared

to $24,038 as of September 30, 2024.

following table represents the progression of our backlog as of the end of the last five quarters:

Critical Power

September 30,

Critical Power Solutions

Order backlog

Discontinued operation

order backlog

Total order backlog

following table represents our revenues by major product category for the periods indicated (in thousands, except percentages):

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Critical Power Solutions

Total revenue

the three months ended June 30, 2025, our revenue from our Critical Power segment increased by $4,975, or 146.5% to $8,370, up from $3,395

during the three months ended June 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions,

the six months ended June 30, 2025, our revenue from our Critical Power segment increased by $8,400, or 125.2% to $15,110, up from $6,710

during the six months ended June 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions,

the three months ended September 30, 2025, our revenue from our Critical Power segment increased by $472, or 7.4% to $6,888, up from

$6,416 during the three months ended September 30, 2024, primarily due to an increase in service sales during the three months ended

September 30, 2025.

the nine months ended September 30, 2025, our revenue from our Critical Power segment increased by $8,872, or 67.6% to $21,998, up from

$13,126 during the nine months ended September 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV

charging solutions, e-Boost, in addition to an increase in service sales during the nine months ended September 30, 2025.

Profit and Margin

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Critical Power Solutions

Gross margin %

the three months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 15.7% of revenues, as compared

to 18.9% during the three months ended June 30, 2024.

the three months ended September 30, 2025, our gross margin from our Critical Power segment decreased to 9.3% of revenues, as compared

to 23.7% during the three months ended September 30, 2024.

The decrease was primarily due to an unfavorable sales mix.

the six months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 9.7% of revenues, as compared to 17.5%

during the six months ended June 30, 2024.

The decrease was primarily attributable to a contract with a customer in our Pioneer eMobility

business, which generated lower margins on the initial units due to higher costs incurred during the early stages of production as we

refined our manufacturing processes and optimized build efficiency.

the nine months ended September 30, 2025, our gross margin from our Critical Power segment decreased to 9.6% of revenues, as compared

to 20.6% during the nine months ended September 30, 2024.

The decrease was primarily attributable to an unfavorable sales mix, in addition

to a contract with a customer in our Pioneer eMobility business which generated lower margins on the initial units due to higher costs

incurred during the early stages of production as we refined our manufacturing processes and optimized build efficiency.

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

For the Three

For the Three Months Ended

For the Nine Months Ended

September 30,

Selling, general and administrative

Research and development

operating expense

Total operating expense

General and Administrative Expense .

For the three months ended June 30, 2025, consolidated selling, general and administrative expense

increased by approximately $350, or 16.4%, to $2,488, as compared to $2,138 during the three months ended June 30, 2024, primarily due

to an increase in trade show related costs and commissions expense.

As a percentage of our consolidated revenue, selling, general and

administrative expense decreased to 29.7% during the three months ended June 30, 2025, as compared to 63.0% during the three months ended

June 30, 2024, primarily due to the increase in total revenue during the three-month period ended June 30, 2025.

the six months ended June 30, 2025, consolidated selling, general and administrative expense increased by approximately $715, or 17.1%,

to $4,903, as compared to $4,188 during the six months ended June 30, 2024, primarily due to an increase in trade show related costs,

commissions expense and professional fees.

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

to 32.4% during the six months ended June 30, 2025, as compared to 62.4% during the six months ended June 30, 2024, primarily due to

the increase in total revenue during the six-month period ended June 30, 2025.

For the three months ended September 30, 2025, consolidated selling, general and administrative

expense decreased by approximately $4, or 0.2%, to $1,976, as compared to $1,980 during the three months ended September 30, 2024.

a percentage of our consolidated revenue, selling, general and administrative expense decreased to 28.7% during the three months ended

September 30, 2025, as compared to 30.9% during the three months ended September 30, 2024, primarily due to the increase in total revenue

during the three-month period ended September 30, 2025.

the nine months ended September 30, 2025, consolidated selling, general and administrative expense increased by approximately $710, or

11.5%, to $6,878, as compared to $6,168 during the nine months ended September 30, 2024, primarily due to an increase in payroll related

expense, trade show related costs, and insurance expense.

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

expense decreased to 31.3% during the nine months ended September 30, 2025, as compared to 47.0% during the nine months ended September

30, 2024, primarily due to the increase in total revenue during the nine-month period ended September 30, 2025.

Research and development expenses in our Critical Power segment consists of costs incurred in performing research and development

activities, including salaries, benefits, overhead costs, contract services and other related costs.

During the three months ended June

During the three months ended September

30, 2025, we incurred $111 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $256 during

the three months ended June 30, 2024.

During the six months ended June 30, 2025, we incurred $614 of R&D expenses related to developing

our mobile e-Boost EV charging solutions as compared to $449 during the six months ended June 30, 2024.

the three months ended September 30, 2024.

During the nine months ended September 30, 2025, we incurred $726 of R&D expenses related

to developing our mobile e-Boost EV charging solutions as compared to $705 during the nine months ended September 30, 2024.

Loss from Continuing Operations

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating loss from continuing operations

the three months ended June 30, 2025, our operating loss from continuing operations decreased by approximately $27, or 1.6%, to

$1,708, as compared to $1,735 during the three months ended June 30, 2024, primarily due to the increase in sales and rentals of our

equipment and services.

the six months ended June 30, 2025, our operating loss from continuing operations increased by approximately $594, or 17.2%, to $4,055,

as compared to $3,461 during the six months ended June 30, 2024, primarily due to the decrease in our gross profit and an increase in

selling, general and administrative expense.

the three months ended September 30, 2025, our operating loss from continuing operations increased by approximately $733, or 102.7%,

to $1,447, as compared to $714 during the three months ended September 30, 2024, primarily due to the increase in cost of goods sold,

which resulted in a lower gross profit.

the nine months ended September 30, 2025, our operating loss from continuing operations increased by approximately $1,327, or 31.8%,

to $5,502, as compared to $4,175 during the nine months ended September 30, 2024, primarily due to an increase in selling, general and

administrative expense, and an increase in cost of goods sold, which resulted in a lower gross profit.

Non-Operating

Income from Continuing Operations

We generated the majority of our interest income from our cash on hand during the three and six-month periods ended June

30, 2025, and 2024.

the three months ended June 30, 2025, we had interest income of approximately $183, as compared to interest income of approximately $20

during the three months ended June 30, 2024.

the six months ended June 30, 2025, we had interest income of approximately $431, as compared to interest income of approximately $51

during the six months ended June 30, 2024.

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-month period ended June 30, 2025, other non-operating income was $297, as compared to $0 during the three-month period ended

June 30, 2024, primarily due to the gain on our equity method investment.

the six-month period ended June 30, 2025, other non-operating income was $320, as compared to $40 during the six-month period ended June

30, 2024, primarily due to the gain on our equity method investment.

for Income Taxes .

For the three and six months ended June 30, 2025, and 2024, we recorded no income tax provision, resulting

in an effective tax rate (ETR) of 0%.

current quarter’s 0% effective tax rate primarily reflects:

continued application of a full valuation allowance on our federal, state,

and foreign deferred tax assets;

Income (Expense) from Continuing Operations

Income (Expense) .

We generated the majority of our interest income from our cash on hand during the three and nine-month periods

ended September 30, 2025.

the three months ended September 30, 2025, we had interest income of approximately $184, as compared to interest expense of approximately

$24 during the three months ended September 30, 2024.

the nine months ended September 30, 2025, we had interest income of approximately $615, as compared to interest income of approximately

$27 during the nine months ended September 30, 2024.

Income (Expense) .

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

with activities not directly related to our core operations.

the three-month period ended September 30, 2025, other non-operating expense was $438, as compared to $0 during the three-month period

ended September 30, 2024, primarily due to the loss on our equity method investment.

the nine-month period ended September 30, 2025, other non-operating expense was $118, as compared to other non-operating income of $40

during the nine-month period ended September 30, 2024, primarily due to the loss on our equity method investment.

Provision for Income Taxes .

For the nine months ended September 30, 2025, we recorded a return-to-provision (RTP) adjustment of $69, resulting in an effective tax rate

(ETR) of (1.4)% for the nine-m onth

We recorded no income tax provision or RTP for the same periods in 2024.

nine-month period ETR of (1.4)% primarily reflects:

continued application of a full valuation allowance on our federal, state, and foreign deferred

absence of any discrete income-generating events or significant attribute utilization;

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subject to §162(m), and penalties;

recognition of return-to-provision (RTP) or foreign tax credit (FTC) benefits during the

recognition of foreign tax credit (FTC) benefits during the period;

absence of any tax rate changes or deferred remeasurement activity;

Inclusion of an RTP adjustment related to prior year tax estimates.

to continued volatility in operating results and the non-reliability of full-year forecasted income, management determined that it was

not practicable to compute a reliable annual effective tax rate.

As such, we applied the discrete method under ASC 740-270-30-18

to determine the tax provision for the quarter.

As such, we applied the discrete method under ASC 740-270-30-18 to determine

the tax provision for the quarter.

expect to continue applying the discrete method until a reliable forecast of annual taxable income can be established.

Loss per Share from Continuing Operations

generated a net loss from continuing operations of $1,228 and $3,304, respectively, during the three and six months ended June 30,

2025, as compared to $1,715 and $3,370 respectively, during the three and six months ended June 30, 2024.

net loss from continuing operations per basic and diluted share during the three months ended June 30, 2025, was $0.11, compared to a

net loss from continuing operations per basic and diluted share of $0.16 during the three months ended June 30, 2024.

net loss from continuing operations per basic and diluted share during the six months ended June 30, 2025, was $0.30, compared to a net

loss from continuing operations per basic and diluted share of $0.32 during the six months ended June 30, 2024.

generated a net loss from continuing operations of $1,770 and $5,074, respectively, during the three and nine months ended September

30, 2025, as compared to $738 and $4,108 respectively, during the three and nine months ended September 30, 2024.

net loss from continuing operations per basic and diluted share during the three months ended September 30, 2025, was $0.16, compared

to a net loss from continuing operations per basic and diluted share of $0.07 during the three months ended September 30, 2024.

net loss from continuing operations per basic and diluted share during the nine months ended September 30, 2025, was $0.46, compared

to a net loss from continuing operations per basic and diluted share of $0.39 during the nine months ended September 30, 2024.

(loss) from Discontinued Operations

from discontinued operations, net of tax was $100, during the three months ended June 30, 2025, as compared to $568 during the three

months ended June 30, 2024.

from discontinued operations, net of tax was $1,047, during the six months ended June 30, 2025, as compared to $52 during the six months

ended June 30, 2024.

The $1,047 of income recognized during the six months ended June 30, 2025, was primarily due to finalizing the net

working capital adjustment with the buyer of the PCEP Sale.

Loss from discontinued operations, net

of tax was $580, during the three months ended September 30, 2025, compared to a loss from discontinued operations, net of tax of $383

during the three months ended September 30, 2024.

Income from discontinued operations, net of tax was

$467, during the nine months ended September 30, 2025, as compared to a loss from discontinued operations, net of tax of $331 during the

nine months ended September 30, 2024.

The $467 of income recognized during the nine months

ended September 30, 2025, was primarily due to finalizing the net working capital adjustment with the buyer of the PCEP Sale, net of tax.

AND CAPITAL RESOURCES

As of June 30, 2025, we had $17,999 of cash on hand generated primarily from the PCEP Sale.

On October 29, 2024, we closed on the PCEP

Sale for gross cash proceeds of $48,000 and $2,000 in equity.

On January 7, 2025, we paid a one-time special cash dividend of an aggregate

As of September 30, 2025, we had $17,336 of cash on hand generated primarily from the PCEP Sale.

On October 29, 2024, we closed on the

PCEP Sale for gross cash proceeds of $48,000 and $2,000 in equity.

On January 7, 2025, we paid a one-time special cash dividend of an

aggregate of $16,665.

As of December 31, 2024, we recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net

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a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March

On April 16, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale.

During the nine months ended September 30, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale.

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

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and marketing activities for an unknown period of time.

Additionally, recent changes to U.S.

Additionally, the shutdown of the U.S.

federal government, recent changes to

policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the

and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare,

taxation, the U.S.

Congress, the Trump administration or any new administration have impacted and may in the future

impact, among other things, the U.S.

and global economy, tariff policies and regulations, international trade relations,

unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

As a result of the current uncertainty in economic activity,

we are unable to predict the potential size and duration of the impact on our revenue and our results of operations, if any.

extent of the potential impact of these macroeconomic factors on our operational and financial performance will depend on a variety

of factors, including the extent of geopolitical disruption and its impact on our clients, partners, industry, and employees, all of

which are uncertain at this time and cannot be accurately predicted.

We continue to monitor the effects of these macroeconomic

factors and intend to take steps deemed appropriate to limit the impact on our business.

During the three and six months ended June

30, 2025, we were able to operate substantially at capacity.

As a result of the

current uncertainty in economic activity, we are unable to predict the potential size and duration of the impact on our revenue and

our results of operations, if any.

The extent of the potential impact of these macroeconomic factors on our operational and

financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on our

clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted.

to monitor the effects of these macroeconomic factors and intend to take steps deemed appropriate to limit the impact on our

During the three and nine months ended September 30, 2025, 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 Operating Activities .

Cash used in our operating activities was $3,963 during the six months ended June 30, 2025, as compared

to cash used in our operating activities of $1,379 during the six months ended June 30, 2024.

The increase in cash used in operating

activities is primarily due to working capital fluctuations and the payment of federal and state income taxes.

Cash used in our operating activities was $4,780 during the nine months ended September 30, 2025, as

compared to cash used in our operating activities of $4,118 during the nine months ended September 30, 2024.

The increase in cash used

in operating activities is primarily due to working capital fluctuations and the payment of federal and state income taxes.

Used in Investing Activities.

Cash used in investing activities during the six months ended June 30, 2025, was $2,940, as

compared to cash used in our investing activities of $614, during the six months ended June 30, 2024.

The increase in cash used in

investing activities is primarily due to the payment of the $2,200 consideration to the buyer of the PCEP Sale during the six months

ended June 30, 2025.

During the six-month periods ended June 30, 2025, and 2024, additions to our property and equipment were $740

and $614, respectively.

Cash used in investing activities during the nine months ended September 30, 2025, was $2,751, as compared

to cash used in our investing activities of $1,277, during the nine months ended September 30, 2024.

The increase in cash used in investing

activities is primarily due to the payment of the $2,200 consideration to the buyer of the PCEP Sale during the nine months ended September

During the nine-month periods ended September 30, 2025, and 2024, additions to our property and equipment were $1,532 and $1,277,

respectively.

the three months ended September 30, 2025, we received a cash dividend of $981 from our equity method investee.

We elected to apply the

cumulative earnings approach to classify distributions received from equity method investments in our unaudited condensed consolidated

statements of cash flows.

Under this method, distributions received from equity method investees are included in our unaudited condensed

consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our share of cumulative equity

in the investee’s net income (loss).

In such cases, the excess distributions are considered returns of investment and are classified

as investing activities.

As of September 30, 2025, our cumulative distributions were $981, and our share of cumulative equity in the

investee’s net loss was $198.

As such, the cash distribution received during the three months ended September 30, 2025, was classified

as investing activity in the unaudited condensed consolidated statements of cash flows.

Used in/ Provided by Financing Activities.

Cash used in our financing activities was $16,720 during the six months ended June 30,

2025, as compared to cash provided by our financing activities of $4,923 during the six months ended June 30, 2024.

The increase in cash

used in financing activities is primarily due to the payment of a one-time special cash dividend.

As of June 30, 2025, we had working capital of $23,916, including $17,999 of cash on hand, compared to working capital of

$26,679, including $41,622 of cash on hand as of December 31, 2024.

Cash used in our financing activities was $16,755 during the nine months ended September

30, 2025, as compared to cash provided by our financing activities of $4,893 during the nine months ended September 30, 2024.

in cash used in financing activities is primarily due to the payment of a one-time special cash dividend.

As of September 30, 2025, we had working capital of $22,766, including $17,336 of cash on hand, compared to working capital

of $26,679, including $41,622 of cash on hand as of December 31, 2024.

of Liquidity .

As of June 30, 2025, we had $17,999 of cash on hand generated primarily from the PCEP Sale.

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, the completion of the PCEP Sale in October 2024 and the sale of common stock.

Historically, our cash requirements

were generally for operating activities, debt repayment, capital improvements and acquisitions.

As of September 30, 2025, we had $17,336 of cash on hand generated primarily from the PCEP Sale.

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, the completion of the PCEP Sale in October 2024 and the sale of common stock.

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.

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financial statements are issued.

of June 30, 2025, 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.

additions to property and equipment were $740 during the six months ended June 30, 2025, as compared to $614 of additions to property

and equipment during the six months ended June 30, 2024.

of September 30, 2025, 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.

additions to property and equipment were $1,532 during the nine months ended September 30, 2025, as compared to $1,277 of additions to

property and equipment during the nine months ended September 30, 2024.

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

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business and operations.

Additionally, recent changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration or

any new administration have impacted and may in the future impact, among other things, the U.S.

and global economy, tariff policies

and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S.

regulatory environment,

inflation and other areas.

We predominately sell to customers in the industrial production and commercial construction markets.

Accordingly, changes in the condition of any of our customers may have a greater impact than if our sales were more evenly

distributed between different end markets.

For a further discussion of factors that may affect future operating results see the

sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and

“Part I - Item 1A.

Additionally, the shutdown of the U.S.

federal government, recent changes to U.S.

policy implemented by the

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things,

and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare,

taxation, the U.S.

regulatory environment, inflation and other areas.

We predominately sell to customers in the industrial

production and commercial construction markets.

Accordingly, changes in the condition of any of our customers may have a greater

impact than if our sales were more evenly distributed between different end markets.

For a further discussion of factors that may

affect future operating results see the sections entitled “Special Note Regarding Forward-Looking Statements” in this

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

Risk Factors” in our Annual Report on Form 10-K.

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis