What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-14 · 181 added, 267 removed, 111 unchanged (80% of the section changed)

1 unchanged sentence

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

unaudited condensed 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, 2024, which was filed with the Securities and Exchange Commission

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, 2025, which was filed with the Securities and Exchange Commission

on April 8, 2026.

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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 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 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.

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 weaknesses identified in our internal control over

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

effect that the identified material weaknesses 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

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.

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

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

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

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

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Our customers

include, but are not limited to, Federal and State government entities, package delivery business’, school bus fleet operators,

include, but are not limited to, federal and state government entities, package delivery businesses, school bus fleet operations,

EV charging infrastructure developers and owners, and distributed energy developers.

We are headquartered in Fort Lee, New Jersey and

operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, sales and administration.

operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and

administration.

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

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of Business Segment

October 2024, we sold our Pioneer Custom Electrical Products Corp.

(“PCEP”) business unit to a buyer (the “PCEP Sale”)

as a result of a strategic change to the operations of our business.

Following the PCEP Sale, we currently have one reportable segment

- 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”) brand names.

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

to distributing new power generation equipment and performing service and maintenance on our customers’ existing equipment.

of these systems are used to maintain reliable, primary, peak shaving or emergency standby power at facilities where it is required or

where the potential consequences of a power outage make it necessary, such as, but not limited to, major national retailers, hospitals,

data centers, communications facilities, factories, military sites, office complexes and other critical operations.

currently have one reportable segment - Critical Power Solutions (“Critical Power”).

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

mobile on-site power systems, power generation equipment and all forms of 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.

Accounting Estimates

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Commission (the “SEC”) on April 8, 2026.

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

three and nine months ended September 30, 2025.

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

months ended March 31, 2026.

OF OPERATIONS

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.

This information,

as well as the selected financial data provided in “Note 11 - Business Segment and Geographic Information” and in our unaudited

condensed 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, 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

Critical Power Solutions

of March 31, 2026, and 2025, Operating Results

financial and operating data for our reportable business segment for the most recent reporting period as compared to the comparable

period in the prior year 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 condensed 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, 2026, and 2025, are as follows:

For the Three

of goods sold

Selling, general and administrative

Depreciation and amortization

Research and development

Total operating expenses

and development

operating expenses

Operating loss from continuing operations

Interest income (expense), net

Other (expense) income, net

Interest income, net

(expense) income, net

Loss before income taxes

Income tax expense

Net loss from continuing operations

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

tax expense (benefit)

Net loss from continuing

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 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.

revenue backlog as of March 31, 2026, from our Critical Power business was $13,949, a decrease of $9,282, or 40.0%, when compared to

$23,231 as of March 31, 2025.

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

September 30,

Critical Power Solutions

Order backlog

Discontinued operation

Total order backlog

Power Solutions 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 Nine Months Ended

September 30,

For the Three

Critical Power Solutions

Equipment, including operating leases

Total revenue

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.

the three months ended March 31, 2026, our revenue decreased by $2,474, or 36.7% to $4,266, down from

$6,740 during the three months ended March 31, 2025, primarily due to a decrease in sales and rentals of our suite of mobile EV charging

solutions, e-Boost.

Profit and Margin

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

For the Three Months Ended

For the Nine Months Ended

September 30,

For the Three

Critical Power Solutions

Gross margin %

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 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.

the three months ended March 31, 2026, our gross margin increased to 13.6% of revenues, as compared to

2.2% during the three months ended March 31, 2025, primarily driven by improved operating efficiencies associated with the sale of our

mobile EV charging solutions, e-Boost.

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

For the Three Months Ended

For the Nine Months Ended

September 30,

For the Three

Selling, general and administrative

Research and development

Total operating expense

operating expense

General and Administrative Expense .

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

For the three months ended March 31, 2026, consolidated selling, general and administrative expense

increased by approximately $32, or 1.3%, to $2,446, as compared to $2,414 during the three months ended March 31, 2025.

As a percentage

of our consolidated revenue, selling, general and administrative expense increased to 57.3% during the three months ended March 31, 2026,

as compared to 35.8% during the three months ended March 31, 2025, primarily due to the decrease in total revenue during the three-month

period ended March 31, 2026.

Research and development expenses consist 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 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 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.

During the three months ended March

31, 2026, we incurred $156 of R&D expenses related to developing our mobile EV charging and power generation equipment as compared

to $80 during the three months ended March 31, 2025.

Loss from Continuing Operations

following table represents our operating loss from continuing operations for the periods indicated (in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating loss from continuing operations

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.

For the Three

Operating loss from continuing

the three months ended March 31, 2026, our operating loss from continuing operations decreased by approximately $326, or 13.9%, to $2,020,

as compared to $2,346 during the three months ended March 31, 2025, primarily due to the increase in our gross profit.

Non-Operating

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.

For the three months ended March 31, 2026, we had interest income of approximately $156, as compared to interest income of

approximately $247 during the three months ended March 31, 2025.

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

during the three-month periods ended March 31, 2026, and 2025.

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;

impact of non-deductible permanent items, including meals & entertainment, officer compensation

subject to §162(m), and penalties;

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.

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

Other income (expense) in the unaudited condensed consolidated statements of operations reports certain gains and

losses associated with activities not directly related to our core operations.

the three-month period ended March 31, 2026, other non-operating expense was $644, as compared to non-operating income of $23 during

the three-month period ended March 31, 2025, primarily due to the loss on our equity method investment.

for Income Taxes .

For the three months ended March 31, 2026 and 2025, the Company recorded no income tax provision, resulting in

an effective tax rate (ETR) of 0%.

Loss per Share from Continuing Operations

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

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.

generated a net loss from continuing operations of $2,508 during the three months ended March 31, 2026, as compared to $2,076 during

the three months ended March 31, 2025.

net loss from continuing operations per basic and diluted share during the three months ended March 31, 2026, was $0.23, compared to

a net loss from continuing operations per basic and diluted share of $0.19 during the three months ended March 31, 2025.

from Discontinued Operations

from discontinued operations, net of tax was $0 during the three months ended March 31, 2026, as compared to $1,147 during the three

months ended March 31, 2025.

The $1,147 of income recognized during the three months ended March 31, 2025, was due to finalizing the

net working capital adjustment with the buyer of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products

(“PCEP”) to Voltaris Power, LLC (the “PCEP Sale”).

AND CAPITAL RESOURCES

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

As of March 31, 2026, we had $13,583 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 December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net

working capital adjustment.

On April 16, 2025, we and the buyer from the PCEP Sale finalized the net working capital adjustment and as

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

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

developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have

resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of

goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising

and marketing activities for an unknown period of time.

a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale.

During the year ended December 31,

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 developments,

such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, have resulted, and may continue

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

those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an

unknown period of time.

Additionally, the shutdown of the U.S.

federal government, recent changes to

federal government, 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.

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,

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.

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.

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.

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 months ended March 31, 2026, we were able to operate substantially

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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results of operations.

cash flows related to the discontinued operations have not been segregated and are included in the unaudited condensed consolidated statements

of cash flows.

Used in Operating Activities .

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/ Provided by Operating Activities .

C ash used in our operating activities was $887 during the three months ended March

31, 2026, as compared to cash provided by our operating activities of $1,502 during the three months ended March 31, 2025.

in cash used in operating activities is primarily due to the increase in net loss during the three months ended March 31, 2026, as compared

to the three months ended March 31, 2025, in addition to working capital fluctuations.

Used in Investing Activities.

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 $16,755 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

Cash used in investing activities during the three months ended March 31, 2026, was $459, as

compared to cash used in our investing activities of $595 during the three months ended March 31, 2025.

During the three-month

periods ended March 31, 2026, and 2025, additions to our property and equipment were $233 and $595, respectively.

During the three

months ended March 31, 2026, we invested $226 in our equity-method investment.

Used in Financing Activities.

Cash used in our financing activities was $30 during the three months ended March 31, 2026, as

compared to cash used in our financing activities of $16,689 during the three months ended March 31, 2025.

The decrease in cash used

in financing activities is primarily due to the payment of a one-time special cash dividend during the three months ended March 31, 2025.

As of March 31, 2026, we had working capital of $18,657, including $13,583 of cash on hand, compared to working capital

of $20,659, including $14,959 of cash on hand as of December 31, 2025.

of Liquidity .

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.

As of March 31, 2026, we had $13,583 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 our wholly

owned business units 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.

5 unchanged sentences

financial statements are issued.

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.

of March 31, 2026, 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.

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

believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors,

including the cyclical nature of the electrical equipment industry and the markets for our products and services.

Our operating

results could also be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies,

such as copper, steel and aluminum.

We have various insurance policies, including cybersecurity, covering risks in amounts that we

consider adequate.

In addition to these measures, we attempt to recover other cost increases through improvements to our

manufacturing efficiency and through increases in prices where competitively feasible.

Lastly, other economic conditions we cannot

foresee may affect customer demand.

In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing

conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and

countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and

macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our

business and operations.

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.

believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including

the cyclical nature of the electrical equipment industry and the markets for our products and services.

Our operating results could also

be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies, such as copper, steel

and aluminum.

We have various insurance policies, including cybersecurity, covering risks in amounts that we consider adequate.

to these measures, we attempt to recover other cost increases through improvements to our manufacturing efficiency and through increases

in prices where competitively feasible.

Lastly, other economic conditions we cannot foresee may affect customer demand.

the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict

in the Middle East, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict,

and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility,

which may in turn adversely affect our business and operations.

Additionally, recent changes to U.S.

policy implemented by the U.S.

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

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

regulatory environment, inflation and

Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business.

We predominately sell to customers in the industrial production 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