What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 113 added, 96 removed, 196 unchanged (52% of the section changed)

71 unchanged sentences

Our customers

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, and sales and

administration.

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

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

months ended March 31, 2026.

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

months ended June 30, 2026.

OF OPERATIONS

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

of June 30, 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 and six months ended June 30, 2026, and 2025, is as follows:

For the Three Months Ended

For the Six Months Ended

Cost of goods sold

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)

Net loss from continuing

from discontinued operations, net of income taxes

Income tax expense (benefit)

Net loss from continuing operations

(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 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.

revenue backlog as of June 30, 2026, from our Critical Power business was $18,353, an increase of $468, or 2.6%, when compared to $17,885

as of June 30, 2025.

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

Power Solutions backlog

September 30,

Critical Power Solutions backlog

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

For the Three

For the Three Months Ended

For the Six Months Ended

Critical Power Solutions

Equipment, including operating leases

Equipment, including leases

Total revenue

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.

the three months ended June 30, 2026, our revenue decreased by $3,351, or 40.0% to $5,019, down from $8,370 during the three months ended

June 30, 2025, primarily due to a decrease in sales and rentals of our suite of mobile EV charging solutions, e-Boost.

the six months ended June 30, 2026, our revenue decreased by $5,825, or 38.6% to $9,285, down from $15,110 during the six months ended

June 30, 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

For the Three Months Ended

For the Six Months Ended

Critical Power Solutions

Gross margin %

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.

the three months ended June 30, 2026, our gross margin increased to 19.6% of revenues, as compared to 15.7% during the three months ended

June 30, 2025, primarily driven by improved operating efficiencies associated with the sale of our mobile EV charging solutions, e-Boost.

the six months ended June 30, 2026, our gross margin increased to 16.9% of revenues, as compared to 9.7% during the six months ended

June 30, 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

For the Three Months Ended

For the Six Months Ended

Selling, general and administrative

Research and development

operating expense

Total operating expenses

General and Administrative Expense .

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 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.

For the three months ended June 30, 2026, selling, general and administrative expense

increased by approximately $340, or 13.7%, to $2,828, as compared to $2,488 during the three months ended June 30, 2025, primarily due

to an increase in payroll related costs and professional fees.

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

expense increased to 56.3% during the three months ended June 30, 2026, as compared to 29.7% during the three months ended June 30, 2025,

primarily due to the decrease in total revenue during the three-month period ended June 30, 2026.

the six months ended June 30, 2026, selling, general and administrative expense increased by approximately $371, or 7.6%,

to $5,274, as compared to $4,903 during the six months ended June 30, 2025, primarily due to an increase in payroll related costs and

professional fees.

As a percentage of our revenue, selling, general and administrative expense increased to 56.8% during

the six months ended June 30, 2026, as compared to 32.4% during the six months ended June 30, 2025, primarily due to the decrease in

total revenue during the six-month period ended June 30, 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 June 30, 2026, we incurred

$161 of R&D expenses related to developing our mobile EV charging and power generation equipment as compared to $534 during the three

months ended June 30, 2025.

the six months ended June 30, 2026, we incurred $317 of R&D expenses related to developing our mobile EV charging and power generation

equipment as compared to $614 during the six months ended June 30, 2025.

Loss from Continuing Operations

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

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.

For the Three Months Ended

For the Six Months Ended

Operating loss from continuing operations

the three months ended June 30, 2026, our operating loss from continuing operations increased by approximately $297, or 17.4%, to $2,005,

as compared to $1,708 during the three months ended June 30, 2025, primarily due to the decrease in sales and rentals of our equipment

and services.

the six months ended June 30, 2026, our operating loss from continuing operations decreased by approximately $29, or 0.7%, to $4,026,

as compared to $4,055 during the six months ended June 30, 2025, primarily due to the increase in our gross profit.

Non-Operating

Income (Expense) from Continuing Operations

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 unaudited condensed consolidated statements of operations reports certain gains and

For the three months ended June 30, 2026, we had interest income of approximately $51, as compared to interest income of

approximately $183 during the three months ended June 30, 2025.

the six months ended June 30, 2026, we had interest income of approximately $207, as compared to interest income of approximately $431

during the six months ended June 30, 2025.

generated the majority of our interest income from our cash on hand during the three and six-month periods ended June 30, 2026, and 2025.

(Expense) Income .

Other (expense) income 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.

the three-month period ended June 30, 2026, other non-operating expense was $105, as compared to other non-operating income of $297 during

the three-month period ended June 30, 2025, primarily due to the loss and gain on our equity method investment during the three months

ended June 30, 2026 and 2025, respectively.

the six-month period ended June 30, 2026, other non-operating expense was $748, as compared to other non-operating income of $320 during

the six-month period ended June 30, 2025, primarily due to the loss and gain on our equity method investment during the six months ended

June 30, 2026 and 2025, respectively.

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 $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

For the three and six months ended June 30, 2026, and 2025, the Company recorded no income tax provision, resulting

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

(Loss) Income from Discontinued

from discontinued operations, net of tax was $0 during the three months ended June 30, 2026, as compared to loss from discontinued operations,

net of tax of $100, during the three months ended June 30, 2025.

from discontinued operations, net of tax was $0 during the six months ended June 30, 2026, as compared to income from discontinued operations,

net of tax of $1,047, during the six months ended June 30, 2025.

The $1,047 of income recognized during the six months ended June 30,

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 Corp.

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

AND CAPITAL RESOURCES

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.

As of June 30, 2026, we had cash on hand of $10,668 and working capital of $17,129.

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

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unknown period of time.

Additionally, the shutdown of the U.S.

federal government, recent changes to U.S.

Additionally, recent changes to U.S.

policy implemented by the U.S.

10 unchanged sentences

appropriate to limit the impact on our business.

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

During the three and six months ended June 30, 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.

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 Operating Activities .

Cash used in our operating activities was $3,626 during the six months ended June 30, 2026, as compared

to cash used in our operating activities of $3,963 during the six months ended June 30, 2025.

Used in Investing Activities.

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.

Cash used in investing activities during the six months ended June 30, 2026, was $604, as compared

to cash used in our investing activities of $2,940, during the six months ended June 30, 2025.

The decrease 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, while there was no similar payment during the six months ended June 30, 2026.

During the six-month periods ended June 30, 2026, and 2025, additions to our property and equipment were $309 and $740, respectively.

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

Cash used in our financing activities was $61 during the six months ended June 30, 2026, as compared

to cash used in our financing activities of $16,720 during the six months ended June 30, 2025.

The decrease in cash used in financing

activities is primarily due to the payment of a one-time special cash dividend during the six months ended June 30, 2025.

As of June 30, 2026, we had working capital of $17,129, including $10,668 of cash on hand, as compared to working capital

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

of Liquidity .

As of March 31, 2026, we had $13,583 of cash on hand generated primarily from the PCEP Sale.

As of June 30, 2026, we had $10,668 of cash on hand and working capital of $17,129.

We have historically met

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financial statements are issued.

of March 31, 2026, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships

of June 30, 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

29 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis