PIONEER POWER SOLUTIONS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35212 PIONEER POWER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1347616 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 400 Kelby Street , 12 th Floor Fort Lee , New Jersey 07024 (Address of principal executive offices) (Zip Code) (212) 867-0700 ( Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share PPSI Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock, $ 0.001 par value, as of May 14, 2025, was 11,120,266 . PIONEER POWER SOLUTIONS, INC. Form 10-Q For the Quarterly Period Ended March 31, 2025 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements 1 Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2025, and 2024 1 Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024 2 Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025, and 2024 3 Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2025, and 2024 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 21 PART II. OTHER INFORMATION Item 1. Legal Proceedings 22 Item 1A. Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosures 22 Item 5. Other Information 22 Item 6. Exhibits 22 i PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PIONEER POWER SOLUTIONS, INC. Condensed Consolidated Statements of Operations (In thousands, except for share and per share amounts) (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenues $ 6,740 $ 3,315 Cost of goods sold 6,592 2,780 Gross profit 148 535 Operating expenses Selling, general and administrative 2,414 2,050 Research and development 80 211 Total operating expenses 2,494 2,261 Operating loss from continuing operations ( 2,346 ) ( 1,726 ) Interest income, net 247 31 Other income, net 23 40 Loss before income taxes ( 2,076 ) ( 1,655 ) Income tax benefit - - Net loss from continuing operations ( 2,076 ) ( 1,655 ) Income from discontinued operations, net of income taxes 1,147 620 Net loss $ ( 929 ) $ ( 1,035 ) Basic (loss) earnings per share: Loss from continuing operations $ ( 0.19 ) $ ( 0.16 ) Earnings from discontinued operations 0.10 0.06 Basic loss per share $ ( 0.09 ) $ ( 0.10 ) Diluted (loss) earnings per share: Loss from continuing operations $ ( 0.19 ) $ ( 0.16 ) Earnings from discontinued operations 0.10 0.06 Diluted loss per share $ ( 0.09 ) $ ( 0.10 ) Weighted average common shares outstanding: Basic 11,120,266 10,112,310 Diluted 11,187,484 10,343,236 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 PIONEER POWER SOLUTIONS, INC. Condensed Consolidated Balance Sheets (In thousands, except for share amounts) (Unaudited) March 31, December 31, 2025 2024 ASSETS Current assets Cash $ 25,840 $ 41,622 Accounts receivable, net of allowance for credit losses of $ 14 and $ 13 as of March 31, 2025 and December 31, 2024, respectively 5,345 7,826 Inventories 6,456 6,068 Prepaid expenses and other current assets 985 1,141 Total current assets 38,626 56,657 Property and equipment, net 6,193 6,503 Operating lease right-of-use assets 472 530 Financing lease right-of-use assets 198 221 Investments 1,943 2,000 Other assets 44 40 Total assets $ 47,476 $ 65,951 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities $ 4,720 $ 4,543 Current portion of operating lease liabilities 223 244 Current portion of financing lease liabilities 107 109 Deferred revenue 1,146 991 Consideration due to buyer 2,200 3,347 Income taxes payable 4,079 4,079 Dividend payable - 16,665 Total current liabilities 12,475 29,978 Operating lease liabilities, non-current portion 262 301 Financing lease liabilities, non-current portion 99 121 Other long-term liabilities 127 122 Total liabilities 12,963 30,522 Stockholders’ equity Preferred stock, $ 0.001 par value, 5,000,000 shares authorized; none issued - - Common stock, $ 0.001 par value, 30,000,000 shares authorized; 11,120,266 shares issued and outstanding on March 31, 2025, and December 31, 2024 11 11 Additional paid-in capital 35,431 35,418 Accumulated deficit ( 929 ) - Total stockholders’ equity 34,513 35,429 Total liabilities and stockholders’ equity $ 47,476 $ 65,951 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 PIONEER POWER SOLUTIONS, INC. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) For the Three Months Ended March 31, 2025 2024 Operating activities Net loss $ ( 929 ) $ ( 1,035 ) Adjustments to reconcile net loss to net cash provided by/ (used in) operating activities: Depreciation 258 122 Amortization of right-of-use financing leases 23 32 Amortization of right-of-use operating leases 58 179 Change in allowance for credit losses 2 49 Stock-based compensation 13 225 Loss attributable to equity method investee 57 - Loss on disposal of property and equipment 29 - Gain on change in consideration due to buyer ( 1,147 ) - Changes in current operating assets and liabilities: Accounts receivable 2,479 ( 2,235 ) Inventories 32 ( 2,011 ) Prepaid expenses and other assets 424 217 Accounts payable, accrued liabilities and other liabilities 103 ( 296 ) Deferred revenue 155 2,989 Operating lease liabilities ( 55 ) ( 186 ) Net cash provided by/ (used in) operating activities 1,502 ( 1,950 ) Investing activities Purchase of property and equipment ( 595 ) ( 213 ) Net cash used in investing activities ( 595 ) ( 213 ) Financing activities Net proceeds from issuance of common stock - 4,841 Payment of cash dividend ( 16,665 ) - Principal repayments of financing leases ( 24 ) ( 33 ) Net cash (used in)/ provided by financing activities ( 16,689 ) 4,808 (Decrease) increase in cash ( 15,782 ) 2,645 Cash Cash, beginning of year 41,622 3,582 Cash, end of year $ 25,840 $ 6,227 Supplemental cash flow information: Interest paid $ - $ 9 Non-cash investing and financing activities: Transfer from property and equipment to inventory ( 420 ) - Property and equipment obtained in exchange for accounts payable 74 - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 PIONEER POWER SOLUTIONS, INC. Condensed Consolidated Statements of Changes in Stockholders’ Equity (In thousands, except for share amounts) (Unaudited) Additional Total Common Stock paid-in Accumulated stockholders’ Shares Amount capital deficit equity Balance - January 1, 2024 9,930,022 $ 10 $ 33,837 $ ( 19,629 ) $ 14,218 Net loss - - - ( 1,035 ) ( 1,035 ) Stock-based compensation - - 225 - 225 Issuance of common stock, net of transaction costs 891,838 1 4,650 - 4,651 Balance - March 31, 2024 10,821,860 $ 11 $ 38,712 $ ( 20,664 ) $ 18,059 Balance - January 1, 2025 11,120,266 $ 11 $ 35,418 $ - $ 35,429 Balance 11,120,266 $ 11 $ 35,418 $ - $ 35,429 Net loss - - - ( 929 ) ( 929 ) Stock-based compensation - - 13 - 13 Balance - March 31, 2025 11,120,266 $ 11 $ 35,431 $ ( 929 ) $ 34,513 Balance 11,120,266 $ 11 $ 35,431 $ ( 929 ) $ 34,513 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 PIONEER POWER SOLUTIONS, INC. Notes to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended March 31, 2025 (in thousands, except for share and per share amounts) 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES Organization and Operations Pioneer Power Solutions, Inc. and its wholly owned subsidiary (referred to herein as the “Company” or “Pioneer”) design, manufacture, service and integrate distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. Pioneer’s products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Pioneer’s customers include, but are not limited to, federal and state government entities, package delivery business’, school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers. Pioneer is headquartered in Fort Lee, New Jersey and operates from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration. Segments In determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has one reportable segment: Critical Power Solutions (“Critical Power”), as defined in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. The Company believes that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required by U.S. GAAP for a year-end balance sheet. ASC 740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions are met. The Company is currently in the process of estimating its annual effective tax rate for the year ending December 31, 2025, and, as such, the annual effective tax rate is unknown. These unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc. (“Titan”), its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Liquidity The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements, as of March 31, 2025, the Company had $ 25,840 of cash on hand and working capital of $ 26,151 . The cash on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned subsidiary, Pioneer Custom Electrical Products Corp. (“PCEP”). On October 29, 2024, the Company closed on the PCEP sale for gross cash proceeds of $ 48,000 and $ 2,000 in equity. 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, the Company and the buyer of the PCEP Sale finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147 adjustment to the consideration due to the buyer of the PCEP Sale. See Note 8 – Discontinued Operations for details . The Company has historically met its 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 sale of the PCEP business unit in October 2024, and the sale of common stock. Historically, the Company’s cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions. The Company expects to meet its cash needs with the working capital and cash flows from the Company’s operating activities. The Company expects its cash requirements to be generally for operating activities, product development and capital improvements. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated financial statements are issued. 5 Risks and Uncertainties The 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 the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. 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, 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, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact 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. There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations. Rounding All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual reporting beginning January 1, 2025 with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220- 40)”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. Revenue Recognition Bill and Hold Arrangements From time to time, the Company enters into bill and hold arrangements, whereby the Company sells mobile EV charging equipment and the equipment is warehoused at a Company or third party location pursuant to directions received from the Company’s customer. Even though the equipment is not physically in the customer’s possession, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill and hold arrangement when: customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product and the risk and rewards of ownership have transferred to the customer. Additionally, all the following bill and hold criteria must be met in order for control to be transferred to the customer: the reason for the bill and hold arrangement is substantive, the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer. 6 3. REVENUES Nature of the Company’s products and services The Company’s principal products and services include distributed energy resources, power generation equipment and mobile electric vehicle charging solutions. Products The Company’s Electrical Infrastructure business (included in discontinued operations; see Note 8 – Discontinued Operations for details) provided electric power systems and equipment and distributed energy resources that helped customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy needs. The Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions. Services Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. The Company’s power maintenance programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems. The timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting period. Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations. The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries. Revenue Recognition During the three months ended March 31, 2025, and 2024, the Company recognized $ 150 and $ 45 of equipment revenue over time, respectively, from its Critical Power segment. Additionally, the Company recognized $ 3,623 and $ 1,064 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 three months ended March 31, 2025, and 2024, respectively. Included within point in time revenue during the three months ended March 31, 2025, was $ 2,337 of revenue recognized pursuant to bill and hold arrangements. There were no bill and hold arrangements during the three months ended March 31, 2024. Service 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 $ 2,444 and $ 1,881 of service revenue during the three months ended March 31, 2025, and 2024, respectively. Under its continuing operations, 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 sheets. The change in deferred revenue as of March 31, 2025, was driven primarily by ordinary course contract activity. As of January 1, 2024, the Company had a deferred revenue balance of $ 307 . For the three months ended March 31, 2025, and 2024, the Company recognized revenue of $ 230 and $ 113 respectively, related to amounts that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the various active contracts during the respective reporting periods. As of March 31, 2025, the Company had $ 1,146 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. Concentration of Risk For the three months ended March 31, 2025, the Company derived 39 % and 11 % of its revenue from two customers. For the three months ended March 31, 2024, the Company derived 23 % and 16 % of its revenue from two customers. As of March 31, 2025, one customer’s outstanding receivable balance equaled 49 % of the total outstanding receivable balance. As of December 31, 2024, one customer’s outstanding receivable balance equaled 72 % of the total outstanding receivable balance. Return of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the three months ended March 31, 2025, were $ 370 , and returns and warranties during the three months ended March 31, 2024, were insignificant. 7 Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue discipline: SCHEDULE OF REVENUE DISAGGREGATED For the Three Months Ended March 31, 2025 2024 Revenues - ASC 606 Products $ 3,773 $ 1,109 Services 2,444 1,881 Total revenues - ASC 606 6,217 2,990 Revenues - ASC 842 Fixed lease revenue 523 325 Total revenues - ASC 842 523 325 Total revenue $ 6,740 $ 3,315 Lease Revenues There were no leasing revenues arising from variable lease payments during the three-month periods ended March 31, 2025, and 2024. The following table presents future operating lease payments to be received as of March 31, 2025: SCHEDULE OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED For the Years Ending December 31, Total 2025 $ 1,107 2026 743 2027 200 2028 200 2029 142 Total $ 2,392 4. INVENTORIES The components of inventories are summarized below: SCHEDULE OF INVENTORIES March 31, December 31, 2025 2024 Raw materials $ 5,364 $ 4,899 Work in process 1,092 1,169 Total inventories $ 6,456 $ 6,068 8 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities are summarized below: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES March 31, December 31, 2025 2024 Accounts payable $ 3,376 $ 3,054 Accrued liabilities 1,344 1,489 Total accounts payable and accrued liabilities $ 4,720 $ 4,543 Accrued liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs. As of March 31, 2025, and December 31, 2024, accrued insurance was $ 282 and $ 462 , respectively. Accrued compensation and benefits as of March 31, 2025, and December 31, 2024, were $ 196 and $ 453 , respectively. Accrued warranty costs as of March 31, 2025, and December 31, 2024, were $ 157 and $ 117 , respectively. The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations. 6. STOCK-BASED COMPENSATION A summary of stock option activity during the three months ended March 31, 2025, is as follows: SUMMARY OF STOCK OPTION ACTIVITY Stock Options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of January 1, 2025 561,476 $ 4.22 Granted - - Exercised - - Forfeited/expired ( 7,309 ) 6.56 Outstanding as of March 31, 2025 554,167 4.19 5.07 $ 214 Exercisable as of March 31, 2025 537,498 4.15 4.97 214 Stock-based compensation expense recorded for the three months ended March 31, 2025, and 2024, was approximately $ 13 and $ 225 , respectively. As of March 31, 2025, there was $ 68 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations over a weighted average remaining period of 1.3 years. 7. INCOME TAXES For the three months ended March 31, 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate (ETR) of 0 %, compared to the U.S. federal statutory rate of 21 %. The difference between the Company’s ETR and the statutory rate was primarily driven by the following significant reconciling items: (i) Full valuation allowance on federal, state, and foreign deferred tax assets: As the Company continues to project that it is not more likely than not that deferred tax assets will be realized, no tax benefit was recognized on current quarter losses or deductible temporary differences; (ii) Non-deductible permanent items, including meals & entertainment, officer compensation under IRC §162(m), and penalties, which increased the statutory rate differential; (iii) Absence of discrete benefits from foreign tax credit (FTC) utilization or R&D credit return-to-provision (RTP) adjustments in the current period; (iv) No tax rate changes or deferred remeasurement items were recorded in the quarter. As a result, despite incurring a pre-tax loss in the quarter, the Company recorded no tax benefit. The Company also notes that the prior year December 31, 2024 effective tax rate was 29.75 %, primarily due to a discrete gain on the sale of a subsidiary that generated taxable income and allowed the Company to utilize previously reserved capital loss and net operating loss carryforwards, resulting in a partial release of the valuation allowance. No such income or attribute utilization occurred in the current period. Additionally, due to earnings volatility and the non-reliability of full-year forecasted income, management concluded it was not practicable to estimate a reliable annual effective tax rate. As such, the Company applied the discrete method under ASC 740-270-30-18 to calculate the interim income tax provision. The Company will continue to apply the discrete method until reliable forecast data becomes available to support a forecast-based ETR. 9 8. DISCONTINUED OPERATIONS Sale of Electrical Infrastructure Segment On October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”), by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to: (i) contribute 4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover Interests”) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company; and (ii) sell all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”). The Equity Transaction included total consideration of (i) $ 48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $ 2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company. As of December 31, 2024, the Company recorded a consideration due to the Buyer of $3,347 related to a net working capital adjustment. On April 16, 2025, the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147 reduction in the consideration due to the Buyer, which is included as a component of discontinued operations during the three months ended March 31, 2025. Subsequent to March 31, 2025, the Company paid the $ 2,200 consideration to the Buyer. The Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2024. Discontinued Operation Financial Information The following table summarizes the results from discontinued operations, net of tax, included in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2025, and 2024: SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION For the Three Months Ended March 31, 2025 2024 Revenues $ - $ 5,275 Cost of goods sold - 4,082 Gross profit - 1,193 Operating expenses Selling, general and administrative - 573 Total operating expenses - 573 Operating income from discontinued operations - 620 Interest expense - - Gain on sale of business, net of taxes ( 1,147 ) - Other expense - - Net income from discontinued operations $ 1,147 $ 620 9. EQUITY-METHOD INVESTMENT As disclosed in Note 8 – Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP. As part of the transaction, the Company retained an equity interest in Pioneer Investment LLC via the issuance of Rollover Units. During the three months ended March 31, 2025, the Company recorded a loss from equity method investee of $ 57 , which is included in other income on the unaudited condensed consolidated statement of operations. 10 10. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Basic earnings (loss) 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 common equivalent shares outstanding during each period. Dilutive common equivalent shares consist of shares that would be issued upon the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method. A reconciliation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE For the Three Months Ended March 31, 2025 2024 Numerator: Loss from continuing operations $ ( 2,076 ) $ ( 1,655 ) Income from discontinued operations, net of income taxes 1,147 620 Net loss $ ( 929 ) $ ( 1,035 ) Denominator: Weighted average common shares outstanding - basic 11,120,266 10,112,310 Effect of dilutive securities: Stock options 67,218 127,531 Restricted stock units - 103,395 Weighted average common shares outstanding - diluted 11,187,484 10,343,236 Basic (loss) earnings per share: Loss per share from continuing operations $ ( 0.19 ) $ ( 0.16 ) Earnings per share from discontinued operations 0.10 0.06 Basic loss per share $ ( 0.09 ) $ ( 0.10 ) Diluted (loss) earnings per share: Loss per share from continuing operations $ ( 0.19 ) $ ( 0.16 ) Earnings per share from discontinued operations 0.10 0.06 Diluted loss per share $ ( 0.09 ) $ ( 0.10 ) The 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 Months Ended March 31, 2025 2024 Stock options 387,500 345,500 Total 387,500 345,500 11 11. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION The Chief Executive Officer of the company (the “CEO”), as the Chief Operating Decision Maker (“CODM”), organizes the Company, manages resource allocations and measures performance of the Company’s single operating segment, Critical Power Solutions. The Critical Power Solutions reportable segment is the Company’s Titan. business unit. The Critical Power Solutions segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency. The CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the unaudited condensed consolidated statements of operations, which is assessed to be the segment measure of profit or loss. This measure is used to monitor actual results to evaluate the performance of the segment versus the forecasted targets. The segment assets are equal to the assets presented in the unaudited condensed consolidated balance sheets. The significant expenses that are regularly provided to the CODM, which include costs of goods sold, selling, general and administrative expenses and research and development expenses, are disclosed in the unaudited condensed consolidated statements of operations as a part of the consolidated net income (loss). The other segment item that is regularly provided to the CODM includes other income (expense) which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations. Other income and expenses consist of interest income and interest expense, which are disclosed as separate line items in the unaudited condensed consolidated statements of operations. On October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital. Prior to the sale of the Electrical Infrastructure segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable segments. See Note 8 - Discontinued Operations for additional information. Revenues 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 Months Ended March 31, 2025 2024 Revenues United States $ 6,625 $ 3,315 Canada 115 - Total $ 6,740 $ 3,315 Approximately 39 % and 11 % of the Company’s revenues during the three months ended March 31, 2025, were made to Eneridge Inc. and Verizon Communications Inc., respectively. Approximately 23 % and 16 % of the Company’s revenues during the three months ended March 31, 2024, were made to AssetWorks, Inc. and Verizon Communications Inc., respectively. The distribution of the Company’s property and equipment by geographic location is approximately as follows: SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION March 31, December 31, 2025 2024 Property and equipment United States $ 6,193 $ 6,503 12 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on April 14, 2025. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “Pioneer,” “we,” “our” and “us” refer to Pioneer Power Solutions, Inc. and its subsidiary. U.S. dollars are reported in thousands except for share and per share amounts . Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: ● General 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. ● The effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability. ● Many 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. ● The potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman, president and chief executive officer. ● Our 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. ● Our ability to realize revenue reported in our backlog. ● Our 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. ● The 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. ● Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases, interest rate risk and commodity risk. ● Strikes or labor disputes with our employees may adversely affect our ability to conduct our business. ● The impact of geopolitical activity on the economy, changes in government regulations such as income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets. ● Future sales of large blocks of our common stock may adversely impact our stock price. ● The liquidity and trading volume of our common stock. ● Our 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. ● Our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market. ● Risks associated with litigation and claims, which could impact our financial results and condition. 13 The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should review carefully the risks and uncertainties described under the heading “Part II - Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock. Business Overview We design, manufacture, integrate, service and sell distributed energy resources, on site power generation equipment and mobile EV charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, Federal and State government entities, package delivery business’, school bus fleet operators, 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. We intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering, sales and marketing personnel. U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted). Description of Business Segment In 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”). ● Our 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. Our 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. Many 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. Critical Accounting Estimates Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts and disclosures in the unaudited condensed consolidated financial statements. Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025. There were no material changes to our critical accounting estimates during the three months ended March 31, 2025. 14 RESULTS OF OPERATIONS Overview of March 31, 2025, and 2024, Operating Results Selected 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. Our summary of operating results during the three months ended March 31, 2025, and 2024, are as follows: For the Three Months Ended March 31, 2025 2024 Revenues Critical Power Solutions $ 6,740 $ 3,315 Cost of goods sold Critical Power Solutions 6,592 2,780 Gross profit 148 535 Selling, general and administrative 2,399 2,048 Depreciation and amortization 15 2 Research and development 80 211 Total operating expenses 2,494 2,261 Operating loss from continuing operations (2,346 ) (1,726 ) Interest income 247 31 Other income, net 23 40 Loss before income taxes (2,076 ) (1,655 ) Income tax expense - - Net loss from continuing operations (2,076 ) (1,655 ) Income from discontinued operations, net of income taxes 1,147 620 Net loss $ (929 ) $ (1,035 ) Backlog Revenue backlog, which consists of purchase orders and contracts from customers that we believe to be firm, reflects the amount of revenue that we expect to realize in the future upon the satisfaction of customer orders for our products or services that are not yet complete or for which work has not yet begun. Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments. Our revenue backlog as of March 31, 2025, from our Critical Power business was $23,231, an increase of $8,209, or 54.6%, when compared to $15,022 as of March 31, 2024. The following table represents the progression of our backlog as of the end of the last five quarters: March 31, December 31, September 30, June 30, March 31, 2025 2024 2024 2024 2024 Critical Power Solutions $ 23,231 $ 19,762 $ 24,038 $ 27,251 $ 15,022 Order backlog 23,231 19,762 24,038 27,251 15,022 Discontinued operation - - 42,112 39,670 30,889 Total order backlog $ 23,231 $ 19,762 $ 66,150 $ 66,921 $ 45,911 15 Revenue The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages): For the Three Months Ended March 31, 2025 2024 Variance % Critical Power Solutions Equipment $ 4,296 $ 1,434 $ 2,862 199.6 Service 2,444 1,881 563 29.9 Total revenue $ 6,740 $ 3,315 $ 3,425 103.3 For the three months ended March 31, 2025, our revenue from our Critical Power segment increased by $3,425, or 103.3% to $6,740, up from $3,315 during the three months ended March 31, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions, e-Boost. Gross Profit and Margin The following table represents our gross profit for the periods indicated (in thousands, except percentages): For the Three Months Ended March 31, 2025 2024 Variance % Critical Power Solutions Gross profit $ 148 $ 535 $ (387 ) (72.3 ) Gross margin % 2.2 16.1 (13.9 ) For the three months ended March 31, 2025, our gross margin from our Critical Power segment decreased to 2.2% of revenues, as compared to 16.1% during the three months ended March 31, 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. 16 Operating Expenses The following table represents our operating expenses for the periods indicated (in thousands, except percentages): For the Three Months Ended March 31, 2025 2024 Variance % Selling, general and administrative $ 2,414 $ 2,050 $ 364 17.8 Research and development 80 211 (131 ) (62.1 ) Total operating expense $ 2,494 $ 2,261 $ 233 10.3 Selling, General and Administrative Expense . For the three months ended March 31, 2025, consolidated selling, general and administrative expense increased by approximately $364, or 17.8%, to $2,414, as compared to $2,050 during the three months ended March 31, 2024, primarily due to an increase in professional fees. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 35.8% during the three months ended March 31, 2025, as compared to 61.8% during the three months ended March 31, 2024, primarily due to the increase in total revenue during the three-month period ended March 31, 2025. R&D Expenses. 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 March 31, 2025, we incurred $80 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $211 during the three months ended March 31, 2024. Operating Loss from Continuing Operations The following table represents our operating loss from continuing operations for the periods indicated (in thousands): For the Three Months Ended March 31, 2025 2024 Variance % Operating loss from continuing operations $ (2,346 ) $ (1,726 ) $ (620 ) (35.9 ) During the three months ended March 31, 2025, our operating loss from continuing operations increased by approximately $620, or 35.9%, to $2,346, as compared to $1,726 during the three months ended March 31, 2024, primarily due to the decrease in our gross profit and an increase in selling, general and administrative expense. 17 Non-Operating Income from Continuing Operations Interest Income . For the three months ended March 31, 2025, we had interest income of approximately $247, as compared to interest income of approximately $31 during the three months ended March 31, 2024. We generated the majority of our interest income from our cash on hand during the three-month periods ended March 31, 2025, and 2024. Other Income . Other income in the consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations. For the three-month period ended March 31, 2025, other non-operating income was $23, as compared to $40 during the three-month period ended March 31, 2024. Provision for Income Taxes . For the three months ended March 31, 2025 and 2024, the Company recorded no income tax provision, resulting in an effective tax rate (ETR) of 0%. The current quarter’s 0% effective tax rate primarily reflects: (i) The continued application of a full valuation allowance on the Company’s federal, state, and foreign deferred tax assets; (ii) The absence of any discrete income-generating events or significant attribute utilization; (iii) The impact of non-deductible permanent items, including meals & entertainment, officer compensation subject to §162(m), and penalties; (iv) No recognition of return-to-provision (RTP) or foreign tax credit (FTC) benefits during the period; (v) The absence of any tax rate changes or deferred remeasurement activity. Due 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, the Company applied the discrete method under ASC 740-270-30-18 to determine the tax provision for the quarter. The Company expects to continue applying the discrete method until a reliable forecast of annual taxable income can be established. Net Loss per Share from Continuing Operations We generated a net loss from continuing operations of $2,076 during the three months ended March 31, 2025, as compared to $1,655 during the three months ended March 31, 2024. Our net loss from continuing operations per basic and diluted share during the three months ended March 31, 2025, was $0.19, compared to a net loss from continuing operations per basic and diluted share of $0.16 during the three months ended March 31, 2024. Income from Discontinued Operations Income from discontinued operations, net of tax was $1,147, during the three months ended March 31, 2025, as compared to $620 during the three months ended March 31, 2024. 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 PCEP Sale. 18 LIQUIDITY AND CAPITAL RESOURCES General . As of March 31, 2025, we had $25,840 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, 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. Subsequent to March 31, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale. The 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. 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, 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. 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, 2025, we were able to operate substantially at capacity. There can be no assurance that precautionary measures, whether adopted by us or imposed by others, will be effective, and such measures could negatively affect our sales, marketing, and client service efforts, delay and lengthen our sales cycles, decrease our employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm our business and results of operations. The cash flows related to the discontinued operations have not been segregated and are included in the unaudited condensed consolidated statements of cash flows. Cash Provided by/ Used in Operating Activities . Cash provided by our operating activities was $1,502 during the three months ended March 31, 2025, as compared to cash used in our operating activities of $1,950 during the three months ended March 31, 2024. The decrease in cash used in operating activities is primarily due to working capital fluctuations. Cash Used in Investing Activities. Cash used in investing activities during the three months ended March 31, 2025, was $595, as compared to cash used in our investing activities of $213 during the three months ended March 31, 2024. During the three-month periods ended March 31, 2025, and 2024, additions to our property and equipment were $595 and $213, respectively. Cash Used in/ Provided by Financing Activities. Cash used in our financing activities was $16,689 during the three months ended March 31, 2025, as compared to cash provided by our financing activities $4,808 during the three months ended March 31, 2024. The increase in cash used in financing activities is primarily due to the payment of a one-time special cash dividend. Working Capital . As of March 31, 2025, we had working capital of $26,151, including $25,840 of cash on hand, compared to working capital of $26,679, including $41,622 of cash on hand as of December 31, 2024. 19 Assessment of Liquidity . As of March 31, 2025, we had $25,840 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. We expect to meet our cash needs with our working capital and cash flows from operating activities. We expect our cash requirements to be generally for operating activities, capital improvements and product development. We expect that product development and promotional activities related to our new initiatives will continue in the near future and we expect to continue to incur costs related to such activities. We expect that our cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated financial statements are issued. As of March 31, 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. Capital Expenditures Our additions to property and equipment were $595 during the three months ended March 31, 2025, as compared to $213 of additions during the three months ended March 31, 2024. Known Trends, Events, Uncertainties and Factors That May Affect Future Operations We 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, 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, 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 20 ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, and as a result of the material weakness described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2025. In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited condensed interim consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. Material Weakness in Internal Control over Financial Reporting A material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or unaudited condensed interim consolidated financial statements will not be prevented or detected on a timely basis. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2025, we determined that the Company’s internal control over financial reporting was not effective due to the lack of sufficient accounting personnel and, as a result, the Company is unable to maintain proper segregation of duties. The material weakness in our internal control over financial reporting was present as of December 31, 2024, and continued to exist as of March 31, 2025. Management’s Plan to Remediate the Material Weakness The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting. Specifically, the Company: ● has engaged external third parties for assistance as needed; ● has contracted to implement a new ERP system allowing for systemic enforcement of segregation of duties rules; and ● will be enhancing, designing and implementing process-level and general information technology controls relevant to the financial reporting process within the new ERP system. Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies. The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. These steps will take time to be fully implemented and confirmed to be effective and sustainable. Additional controls may also be required over time. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. Until the remediation steps set forth above are fully implemented and tested, the material weakness described above will continue to exist. Changes in Internal Control over Financial Reporting Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three months ended Mach 31, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. 21 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. As of the date hereof, we are not aware of or a party to any legal proceedings to which we or our subsidiary is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results. We can give no assurance that any lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISK FACTORS A description of the risks associated with our business, financial condition and results of operations is set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on April 14, 2025, and are supplemented with the following revised risk factor: A significant portion of our revenues have historically been concentrated and derived from a few customers. Material or significant loss of business from customers could have an adverse effect on our business, financial condition and operating results. We historically have depended, and expect to continue to depend on a small number of customers for a large portion of our business each quarter, due to the scope of certain contracts. Any change in the level of orders from customers could have a significant impact on our results of operations, and a loss of business from customers could have an adverse effect on our business, financial condition and operating results. Approximately 39% and 11% of our sales during the three months ended March 31, 2025, were made to Eneridge Inc. and Verizon Communications Inc., respectively. The majority of our sales to these customers and other customers in the past were made pursuant to contract terms and conditions for each project and it is expected that future sales will similarly be made pursuant to the relevant contract terms and conditions for future contracts. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference. 22 INDEX TO EXHIBITS Exhibit No. Description 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* 101.SCH* 101.CAL* 101.DEF* 101.LAB* 101.PRE* 104* Inline XBRL Instance Document. Inline XBRL Taxonomy Extension Schema Document. Inline XBRL Taxonomy Extension Calculation Linkbase Document. Inline XBRL Taxonomy Extension Definition Linkbase Document. Inline XBRL Taxonomy Extension Labels Linkbase Document. Inline XBRL Taxonomy Extension Presentation Linkbase Document. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PIONEER POWER SOLUTIONS, INC. Date: May 15, 2025 By: /s/ Nathan J. Mazurek Name: Nathan J. Mazurek Title: Chief Executive Officer (Principal Executive Officer duly authorized to sign on behalf of Registrant) Date: May 15, 2025 /s/ Walter Michalec Name: Walter Michalec Title: Chief Financial Officer (Principal Financial Officer duly authorized to sign on behalf of Registrant) 24