What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 197 added, 173 removed, 250 unchanged (60% of the section changed)

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thousands, except for share and per share amounts)

For the Three

For the Three Months Ended

For the Six Months Ended

Cost of goods sold

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Selling, general and administrative

and development

operating expenses

Research and development

Total operating expenses

Operating loss from continuing operations

Interest income, net

(expense) income, net

Other (expense) income, net

Loss before income taxes

tax expense (benefit)

Income tax expense (benefit)

Net loss from continuing operations

from discontinued operations, net of income taxes

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

Basic (loss) earnings per share:

Loss from continuing operations

from discontinued operations

(Loss) earnings from discontinued operations

Basic loss per share

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Loss from continuing operations

from discontinued operations

(Loss) earnings from discontinued operations

Diluted loss per share

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Consolidated Balance Sheets

thousands, except for share and per share amounts)

(In thousands, except for share and per share amounts)

Current assets

Accounts receivable, net

of allowance for credit losses of $ 68 and $ 23 as of March 31, 2026, and December 31, 2025, respectively

expenses and other current assets

Accounts receivable, net of allowance for credit losses of $ 103 and $ 23 as of June 30, 2026, and December 31, 2025, respectively

Prepaid expenses and other current assets

Total current assets

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Lease receivable

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued

Current portion of operating

lease liabilities, net

Current portion of financing

lease liabilities, net

Accounts payable and accrued liabilities

Current portion of operating lease liabilities, net

Current portion of financing lease liabilities, net

Deferred revenue

Total current liabilities

Operating lease liabilities,

non-current portion, net

Financing lease liabilities,

non-current portion, net

long-term liabilities

Operating lease liabilities, non-current portion, net

Financing lease liabilities, non-current portion, net

Other long-term liabilities

Total liabilities

Stockholders’ equity

Preferred stock, $ 0.001

par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par

value, 30,000,000 shares authorized;

11,096,266 and 11,095,266 shares issued and outstanding on March 31, 2026, and December 31,

2025, respectively

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized;

Common stock, $ 0.001

par value, 30,000,000

shares authorized;

and 11,095,266

shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Additional paid-in capital

stockholders’ equity

Total liabilities and

stockholders’ equity

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

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Consolidated Statements of Cash Flows

For the Three

For the Six Months Ended

Operating activities

Adjustments to reconcile

net loss to net cash used in operating activities:

Amortization of financing

lease right-of-use assets

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

Amortization of financing lease right-of-use assets

Non cash lease expense

Provision for

credit losses

Provision for credit losses

Stock-based compensation

Loss attributable to equity

method investee

Loss on disposal of property

and equipment

Gain on change in consideration

Changes in current operating

assets and liabilities:

Loss (income) attributable to equity method investee

Loss on disposal of property and equipment

Selling profit on sales-type leases

Gain on change in consideration due to buyer

Changes in current operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other

Accounts payable, accrued

liabilities and other liabilities

Prepaid expenses and other assets

Accounts payable, accrued liabilities and other liabilities

Deferred revenue

Lease receivables

lease liabilities

cash (used in) provided by operating activities

Operating lease liabilities

Net cash used in operating activities

Investing activities

Purchase of property and

in equity method investee

cash used in investing activities

Purchase of property and equipment

Payment of consideration payable

Investment in equity method investee

Proceeds from sale of fixed assets

Net cash used in investing activities

Financing activities

Net proceeds from the exercise

of options for common stock

Net proceeds from the exercise of options for common stock

Payment of cash dividend

repayments of financing leases

cash used in financing activities

Decrease in cash

beginning of period

end of period

Non-cash investing and financing

Transfer from property

and equipment to inventory

Property and equipment

obtained in exchange for accounts payable and accrued liabilities

Principal repayments of financing leases

Net cash used in financing activities

Net decrease in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information:

Interest paid

Income taxes paid, net of refunds

Non-cash investing and financing activities:

Surrender and retirement of common stock

Transfer from property and equipment to inventory

Sales-type lease origination

Derecognition of assets in exchange for net investment in sales-type lease

Property and equipment obtained in exchange for accounts payable and accrued liabilities

Finance lease ROU assets obtained in exchange for financing lease liabilities

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

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stockholders’

Balance - January 1, 2025

Balance - March 31, 2025

Stock-based compensation

Surrender and retirement of common stock

Balance - June 30, 2025

Balance - March 31, 2026

Stock-based compensation

Balance - June 30, 2026

stockholders’

Balance - January 1, 2025

Stock-based compensation

Surrender and retirement of common stock

Balance - June 30, 2025

Balance - January 1, 2026

Stock-based compensation

Exercise of stock options

Balance - March 31,

Balance - June 30, 2026

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

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exceptions are met.

Due to significant variability in projected ordinary income, the Company

concluded that the estimated annual effective tax rate method was not reliable for interim reporting purposes.

Accordingly, the Company

calculated quarterly income tax expense using the discrete method based on actual year-to-date results.

Due to significant variability in projected ordinary income, the Company concluded that the estimated annual effective

tax rate method was not reliable for interim reporting purposes.

Accordingly, the Company calculated quarterly income tax expense using

the discrete method based on actual year-to-date results.

unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc.

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on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted.

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

impact on its business.

Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact

on its business.

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

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none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease.

leases are recognized as a lease receivable on the unaudited consolidated balance sheets.

leases are recognized as a lease receivable on the unaudited condensed consolidated balance sheets.

The net investment comprises the

lease receivable including any unguaranteed residual value of the underlying asset.

For sales-type leases, product revenue is generally

recognized upon lease commencement.

The discounted unguaranteed residual value of the underlying leased assets is not material to the

net investment in the lease balance.

The Company monitors the performance of customers who leased equipment and are subject to ongoing

No allowance has been recorded for the receivables under the leasing arrangements.

For sales-type leases, product revenue is

generally recognized upon lease commencement.

The discounted unguaranteed residual value of the underlying leased assets is not

material to the net investment in the lease balance.

The Company monitors the performance of customers who leased equipment and are

subject to ongoing payments.

No allowance for credit losses has been recorded for the receivables under the leasing

arrangements.

lease terms are included in the Company’s contracts and the determination of whether the Company’s contracts contain leases

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

the three months ended March 31, 2026, and 2025, the Company recognized $ 79 and $ 150 of equipment revenue over time, respectively.

the three months ended June 30, 2026, and 2025, the Company recognized $ 0 and $ 26 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 2,532 and $ 4,187 of revenue at a point in time from the sale of its

products, which is typically recognized upon delivery, during the three months ended March 31, 2026,

and 2025, respectively.

Included within point in time revenue during the three months ended March 31, 2025, the Company recognized $ 2,337

of revenue pursuant to bill and hold arrangements.

products, which is typically recognized upon delivery, from its Critical Power segment during the three months ended June 30, 2026, and

2025, respectively.

the six months ended June 30, 2026, and 2025, the Company recognized $ 79 and $ 177 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 4,046 and $ 7,808 of revenue at a point in time from the sale of its

products, which is typically recognized upon delivery, from its Critical Power segment during the six months ended June 30, 2026, and

2025, respectively.

Included within point in time revenue during the six months ended June 30, 2025, was $ 2,337 of revenue recognized

pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the six months ended June 30, 2026.

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

as services are delivered.

The Company recognized $ 2,417 and $ 2,444 of service revenue during the three months ended March 31, 2026,

and 2025, respectively.

The Company recognized $ 2,182 and $ 2,289 of service revenue during the three months ended June 30, 2026, and

2025, respectively.

The Company recognized $ 4,599 and $ 4,734 of service revenue during the six months ended June 30, 2026, and

2025, respectively.

The Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the

value of unbilled account receivables, are generally classified within current assets in the unaudited condensed consolidated balance

change in deferred revenue as of March 31, 2026, was driven primarily by ordinary course contract activity.

As of January 1, 2026, the

Company had a deferred revenue balance of $ 791 .

the three months ended March 31, 2026, and 2025, the Company recognized revenue of $ 360 and $ 230 respectively, related to amounts that

were included in deferred revenue as of December 31, 2025, and 2024, resulting primarily from the progress made on the various active

contracts during the respective reporting periods.

of March 31, 2026, the Company had $ 1,041 related to contract liabilities where performance obligations have not yet been satisfied,

which has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Amounts billed and due

from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the unaudited

condensed consolidated balance sheets.

change in deferred revenue during the six months ended June 30, 2026, was driven primarily by ordinary course contract activity.

of January 1, 2026, the Company had a deferred revenue balance of $ 791 .

the three months ended June 30, 2026, and 2025, the Company recognized revenue of $ 22 and $ 231 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2025, and 2024, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

the six months ended June 30, 2026, and 2025, the Company recognized revenue of $ 382 and $ 461 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2025, and 2024, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

of June 30, 2026, the Company had $ 1,769 related to contract liabilities where performance obligations have not yet been satisfied, which

has been included in the unaudited condensed consolidated balance sheet.

Concentration

During the three months ended March 31, 2026, the

Company derived 14 % and 11 % of its revenue from two customers.

During the three months ended March 31, 2025, the Company derived 39 % and

11 % of its revenue from two customers.

of March 31, 2026, one customer’s outstanding receivable balance equaled 17 % of the total outstanding receivable balance.

the three months ended June 30, 2026, the Company derived 14 %, 12 % and 11 % of its revenue from three customers.

During the three months

ended June 30, 2025, the Company derived 31 % and 19 % of its revenue from two customers.

the six months ended June 30, 2026, the Company derived 13 % and 11 % of its revenue from two customers.

During the six months ended June

30, 2025, the Company derived 34 % and 13 % of its revenue from two customers.

of June 30, 2026, three customers’ outstanding receivable balance equaled 42 % of the total outstanding receivable balance.

December 31, 2025, one customer’s outstanding receivable balance equaled 25 % of the total outstanding receivable balance.

of March 31, 2026 and December 31, 2025, one customer represented 100 %

of the Company’s lease receivable balance.

of June 30, 2026, and December 31, 2025, a single customer represented 100 % of the Company’s lease receivable balance.

of a product requires that the buyer obtain permission in writing from the Company.

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and material.

Returns and warranties during the three months ended March 31, 2026, were insignificant, and returns and warranties during

the three months ended March 31, 2025, were $ 370 .

Returns and warranties during the three and six months ended June 30, 2026, were insignificant.

Returns and warranties

during the three and six months ended June 30, 2025, were $ 154 and $ 524 , respectively.

Disaggregated

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OF REVENUES DISAGGREGATED BY REVENUE DISCIPLINE

For the Three

For the Three Months Ended

For the Six Months Ended

Revenues - ASC 606

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Revenues - ASC 842

lease revenue

revenues - ASC 842

Sales-type lease revenue

Operating lease revenue

Total revenues - ASC 842

Total revenue

Company’s sales-type lease portfolio as of March 31, 2026 consisted of nine mobile EV charging and power generation units leased

Company’s sales-type lease portfolio as of June 30, 2026 consisted of nine mobile EV charging and power generation units leased

to a single customer under two separate agreements, each with original terms of ten years.

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termination options.

were no leasing revenues arising from variable lease payments during the three months ended March 31, 2026, and 2025.

following table presents future undiscounted operating lease payments to be received as of March 31, 2026:

were no leasing revenues arising from variable lease payments during the three and six months ended June 30, 2026, and 2025.

following table presents future undiscounted operating lease payments to be received as of June 30, 2026:

SCHEDULE OF FUTURE UNDISCOUNTED OPERATING LEASE PAYMENTS TO BE RECEIVED

the Years Ending December 31,

of March 31, 2026, and December 31, 2025, the lease receivable was $ 2,800 and $ 2,843 , respectively.

For the Years Ending December 31,

of June 30, 2026, and December 31, 2025, the lease receivable was $ 2,769 and $ 2,843 , respectively.

There were no unguaranteed residual

assets or deferred selling profit included in the net investment as of March 31, 2026, and December 31, 2025, respectively.

assets or deferred selling profit included in the net investment as of June 30, 2026, and December 31, 2025, respectively.

not provide residual value guarantees on leased equipment.

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current economic conditions, and reasonable and supportable forecasts.

of March 31, 2026, and December 31, 2025, one customer represented 100 %

of the Company’s lease receivable balance.

Based on its assessment, including consideration of the lessee’s financial

condition and payment history, the Company determined that no allowance for credit losses was necessary as of March 31,

2026, and December 31, 2025.

of June 30, 2026, and December 31, 2025, a single customer represented 100 % of the Company’s lease receivable balance.

its assessment, including consideration of the lessee’s financial condition and payment history, the Company determined that no

allowance for credit losses was necessary as of June 30, 2026, and December 31, 2025.

components of inventories are summarized below:

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Work in process

Total inventories

materials primarily consist of generators, electrical equipment, and components and parts used in the assembly and service of the Company’s

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Accrued liabilities

accounts payable and accrued liabilities

Total accounts payable and accrued liabilities

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs.

As of March 31, 2026,

As of June 30, 2026,

and December 31, 2025, accrued insurance was $ 133 and $ 495 , respectively.

Accrued compensation and benefits as of March 31, 2026, and

Accrued compensation and benefits as of June 30, 2026, and

December 31, 2025, were $ 640 and $ 392 , respectively.

Accrued warranty costs as of March 31, 2026, and December 31, 2025, were $ 225 and

Accrued warranty costs as of June 30, 2026, and December 31, 2025, were $ 204 and

$ 249 , respectively.

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STOCK-BASED COMPENSATION

summary of stock option activity during the three months ended March 31, 2026, is as follows:

summary of stock option activity during the six months ended June 30, 2026, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

Weighted average

exercise price

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Forfeited/expired

Outstanding as of March 31, 2026

Exercisable as of March 31, 2026

compensation expense recorded for the three months ended March 31, 2026, and 2025, was approximately $ 10 and $ 13 , respectively.

March 31, 2026, there was $ 14 of stock-based compensation expense remaining to be recognized in the condensed consolidated statements

Outstanding as of June 30, 2026

Exercisable as of June 30, 2026

compensation expense recorded for the three and six months ended June 30, 2026, was approximately $ 1 and $ 11 , respectively.

compensation expense recorded for the three and six months ended June 30, 2025, was approximately $ 2 and $ 15 , respectively.

30, 2026, there was $ 1 of stock-based compensation expense remaining to be recognized in the unaudited condensed consolidated statements

of operations over a weighted average remaining period of 0.1 years.

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accordingly, the

Company’s share of investee earnings or losses for the three months ended March 31, 2026, reflects investee results for the three

months ended December 31, 2025.

Company’s share of investee earnings or losses for the three and six months ended June 30, 2026, reflect investee results for the

three and six months ended March 31, 2026, respectively.

February 27, 2026, the Company exercised its preemptive rights and funded $ 226 in cash to subscribe for its pro-rata share of a new class

of senior preferred interests (the “Preferred Interests”) in the Investment.

The Preferred Interests have senior distribution

priority and a stated return threshold equal to the greater of a 20 % Internal Rate of Return (“IRR”) (compounded quarterly) or 2.0x Multiple on Invested Capital (“MOIC”), are non-voting, and are

redeemable at the issuer’s option.

The Company’s pro-rata common unit ownership was unchanged during the three months ended

March 31, 2026.

The Company’s Preferred Interests subscription has been recorded as an additional capital contribution to the Investment.

the three months ended March 31, 2026, and 2025, the Company recognized a loss from the Investment of $ 644

respectively, which is included in other expense in the unaudited condensed consolidated statements of operations.

As of March 31,

2026 and December 31, 2025, the carrying value of the Investment was $ 0

and $ 418 , respectively, and the Company has suspended further loss recognition in accordance with ASC 323-10-35-20.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

earnings (loss) per share data for each period presented is computed using the weighted average number of shares of common stock outstanding

During the three months ended June 30, 2026,

the Company exercised its preemptive rights with respect to a second issuance of Preferred Interests and funded an additional $ 113 in

The Preferred Interests have senior distribution priority and a stated return threshold equal to the greater of a 20 % Internal

Rate of Return (“IRR”) (compounded quarterly) or 2.0x Multiple on Invested Capital (“MOIC”), are non-voting,

and are redeemable at the issuer’s option.

The Company’s pro-rata common unit ownership was unchanged during the three and

six months ended June 30, 2026.

The Company’s Preferred Interests subscriptions of $ 339 have been recorded as additional capital

contributions to the Investment.

the three months ended June 30, 2026, the Company recognized a loss from the Investment of $ 113 and, during the three months ended June

30, 2025, the Company recognized a gain from the Investment of $ 297 , both of which are included in other expense or income in the unaudited

condensed consolidated statements of operations.

the six months ended June 30, 2026, the Company recognized a loss from the Investment of $ 757 and, during the six months ended June 30,

2025, the Company recognized a gain from the Investment of $ 240 , both of which are included in other expense or income in the unaudited

condensed consolidated statements of operations.

of June 30, 2026 and December 31, 2025, the carrying value of the Investment was $ 0 and $ 418 , respectively, and the Company has suspended

further loss recognition in accordance with ASC 323-10-35-20.

BASIC AND DILUTED (LOSS) EARNINGS PER SHARE

(loss) earnings per share data for each period presented is computed using the weighted average number of shares of common stock outstanding

during each such period.

Diluted earnings (loss) per share data is computed using the weighted average number of common and dilutive

Diluted (loss) earnings per share data is computed using the weighted average number of common and dilutive

common equivalent shares outstanding during each period.

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the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

In periods of net loss, diluted loss per share is

computed using the same number of weighted-average shares as basic loss per share, as the inclusion of potentially dilutive securities

would be anti-dilutive.

reconciliation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data):

periods of net loss, diluted loss per share is computed using the same number of weighted-average shares as basic loss per share, as

the inclusion of potentially dilutive securities would be anti-dilutive.

reconciliation of basic and diluted (loss) earnings per share is as follows (in thousands, except per share data):

OF RECONCILIATION BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

For the Three

Loss from continuing

from discontinued operations, net of income taxes

Weighted average common shares outstanding

Effect of dilutive securities:

Weighted average common

shares outstanding - diluted

Basic (loss) earnings per share:

Loss per share from continuing

per share from discontinued operations

Basic loss per

Diluted (loss) earnings per share:

Loss per share from continuing

per share from discontinued operations

Diluted loss per share

For the Three Months Ended

For the Six Months Ended

Loss from continuing operations

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

Weighted average common shares outstanding - basic and diluted

Basic and diluted (loss) earnings per share:

Loss per share from continuing operations

(Loss) earnings per share from discontinued operations

Basic and diluted loss per share

following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

For the Three

For the Three Months Ended

For the Six Months Ended

Stock options

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of the consolidated net loss.

Other segment items regularly provided to the CODM include interest income, net and other income

(expense), each of which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations.

Other segment items regularly provided to the CODM include interest income, net and other income (expense),

each of which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations.

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

SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

For the Three

For the Three Months Ended

For the Six Months Ended

United States

During the three months ended March 31, 2026, the

Company derived 14 % and 11 % of its revenue from two customers.

During the three months ended March 31, 2025, the Company derived 39 % and

11 % of its revenue from two customers.

distribution of the Company’s property and equipment by geographic location is approximately as follows:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements