What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 438 added, 611 removed, 82 unchanged (93% of the section changed)

FINANCIAL STATEMENTS

POWER SOLUTIONS, INC.

Consolidated Statements of Operations

thousands, except for share and per share amounts)

2023 (As Restated)

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

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

For the Three Months Ended

Cost of goods sold

3 unchanged sentences

Total operating expenses

(Loss) income from operations

Interest expense (income)

Other expense (income), net

(Loss) income before income taxes

Income tax expense

Net (loss) income

(Loss) income per share:

Operating loss from continuing operations

Interest income, net

Other income, net

Loss before income taxes

Income tax benefit

Net loss from continuing operations

Income from discontinued operations, net of income taxes

Basic (loss) earnings per share:

Loss from continuing operations

Earnings from discontinued operations

Basic loss per share

Diluted (loss) earnings per share:

Loss from continuing operations

Earnings from discontinued operations

Diluted loss per share

Weighted average common shares outstanding:

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

POWER SOLUTIONS, INC.

Consolidated Balance Sheets

thousands, except for share amounts)

September 30,

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except for share amounts)

Current assets

Accounts receivable, net of allowance for credit losses of $ 52 and $ 97 as of September 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 14 and $ 13 as of March 31, 2025 and December 31, 2024, respectively

Prepaid expenses and other current assets

3 unchanged sentences

Financing lease right-of-use assets

Deferred financing costs

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Deferred revenue

Consideration due to buyer

Income taxes payable

Dividend payable

Total current liabilities

6 unchanged sentences

Common stock, $ 0.001 par value, 30,000,000 shares authorized;

10,917,038 and 9,930,022 shares issued and outstanding on September 30, 2024 and December 31, 2023, respectively

11,120,266 shares issued and outstanding on March 31, 2025, and December 31, 2024

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ equity

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

POWER SOLUTIONS, INC.

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

2023 (As Restated)

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

For the Three Months Ended

Operating activities

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by/ (used in) operating activities:

Amortization of right-of-use financing leases

2 unchanged sentences

Stock-based compensation

Loss attributable to equity method investee

Loss on disposal of property and equipment

Gain on change in consideration due to buyer

Changes in current operating assets and liabilities:

4 unchanged sentences

Operating lease liabilities

Net cash used in operating activities

Net cash provided by/ (used in) operating activities

Investing activities

Purchases of property and equipment

Purchase of property and equipment

Net cash used in investing activities

Financing activities

Net proceeds from the exercise of options for common stock

Net proceeds from issuance of common stock

Payment of deferred financing costs

Payment of cash dividend

Principal repayments of financing leases

Net cash provided by/ (used in) financing activities

Decrease in cash

Cash, beginning of period

Cash, end of period

Net cash (used in)/ provided by financing activities

(Decrease) increase in cash

Cash, beginning of year

Cash, end of year

Supplemental cash flow information:

1 unchanged sentence

Non-cash investing and financing activities:

Acquisition of right-of-use assets and lease liabilities

Deferred financing costs included in accounts payable and accrued liabilities

Surrender and retirement of common stock

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

POWER SOLUTIONS, INC.

Consolidated Statements of Changes in Stockholders’ Equity

thousands, except for share amounts)

other comprehensive

Total stockholders’

Balance - June 30, 2023 (As Restated)

Stock-based compensation

Surrender and retirement of common stock

Exercise of stock options

Issuance of common stock, net of transaction costs

Balance - September 30, 2023 (As Restated)

Balance - June 30, 2024

Stock-based compensation

Balance - September 30, 2024

Additional paid-in

Accumulated other comprehensive

Total stockholders’

Balance - January 1, 2023 (As Restated)

Transfer from property and equipment to inventory

Property and equipment obtained in exchange for accounts payable

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Changes in

Stockholders’ Equity

(In thousands, except for share amounts)

stockholders’

Balance - January 1, 2024

Stock-based compensation

Surrender and retirement of common stock

Exercise of stock options

Issuance of common stock, net of transaction costs

Balance - September 30, 2023 (As Restated)

Balance - March 31, 2024

Balance - January 1, 2025

Net Income (loss)

Stock-based compensation

Issuance of common stock, net of transaction costs

Surrender and retirement of common stock

Balance - September 30, 2024

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

POWER SOLUTIONS, INC.

to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended September 30, 2024

Balance - March 31, 2025

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Notes to Unaudited Condensed Consolidated Financial

Statements for the Quarterly Period Ended March 31, 2025

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Power Solutions, Inc.

and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “we,”

“our” and “us”) design, manufacture, integrate, refurbish, service, distribute and sell electric power systems,

distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions.

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, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners,

and distributed energy developers.

The Company is headquartered in Fort Lee, New Jersey and operates from three (3) additional locations

for manufacturing, service and maintenance, engineering, sales and administration.

have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities

and Exchange Commission (the “SEC”) on July 26, 2024:

Electrical Infrastructure Equipment (“Electrical Infrastructure”)

and Critical Power Solutions (“Critical Power”).

On October 29, 2024, the Company closed on the sale of its Electrical Infrastructure segment.

– Subsequent Events”.

accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared pursuant to the rules

of the SEC and reflect the accounts of the Company as of September 30, 2024.

Certain information and footnote disclosures, normally

included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States

GAAP”), have been condensed or omitted pursuant to those rules and regulations.

We believe 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.

dollar amounts (except share and per share data) presented in the notes to our unaudited condensed interim consolidated financial

statements are stated in thousands of dollars, unless otherwise noted.

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.

We have used a discrete-period

computation method to calculate taxes for the fiscal nine-month period ended September 30, 2024.

The Company is currently in the

process of estimating its annual effective tax rate for the year ending December 31, 2024 and, as such, the annual effective tax rate is unknown.

As of September 30, 2024, the Company

continues to provide a 100 %

valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax

assets will not be realized.

unaudited condensed interim consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries.

significant intercompany accounts and transactions have been eliminated in consolidation.

unaudited condensed interim consolidated financial statements should be read in conjunction with the risk factors under the heading

“Part II - Item 1A.

Risk Factors” and the risk factors and the audited consolidated financial statements and notes

thereto of the Company and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December

31, 2023, and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, and June 30, 2024.

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.

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.

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.

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

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.

balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required

GAAP for a year-end balance sheet.

requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions

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.

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.

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

consolidated financial statements, as of September 30, 2024, the Company had $ 3,080 of cash on hand and working capital of $ 9,103 .

The cash on hand was generated primarily from the sale of common stock under the ATM Program (as defined below).

On October 20,

2020, we entered into an At the Market Sale Agreement with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to

which we may offer and sell our shares of common stock from time to time through Wainwright, acting as sales agent or principal (the

“ATM Program”).

Since October 20, 2020, and through September 30, 2024, the Company sold an aggregate of 1,835,616

shares of common stock for aggregate gross proceeds of approximately $ 14,051 , before any sales agent fees and expenses payable by us

under the ATM Program.

During the nine months ended September 30, 2024, the Company sold an aggregate of 919,557 shares of common

stock for an aggregate consideration of approximately $ 5,147 , before any sales agent fees and expenses payable by the Company under

the ATM Program.

As of September 30, 2024, $ 69,853 of common stock remained available for issuance under the ATM Program.

On October 29, 2024, the Company closed on the sale

of its Pioneer Custom Electrical Products, LLC subsidiary for gross cash proceeds of $ 48,000 .

See “Note 11 – Subsequent Events”.

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 and the sale of common stock under the ATM Program.

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 and proceeds from the sale of its subsidiary.

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 interim consolidated financial statements are issued.

and Uncertainties

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.

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

During the three and nine months ended September 30, 2024, the Company was able to operate substantially at

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.

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.

On October 29, 2024, the Company closed on the PCEP sale

for gross cash proceeds of $ 48,000

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.

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.

Company expects to meet its cash needs with the working capital and cash flows from the Company’s operating activities.

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.

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.

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.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Pronouncements

have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s

consolidated financial statements.

Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive

Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 Emerging

Issues Task Force (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision

of Regulation S-X:

Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff

Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022, EITF Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting

Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

These updates were immediately effective

and did not have a significant impact on our consolidated financial statements.

November 2023, the Financial Accounting Standards Board (“FASB”) FASB issued ASU 2023-07, “Improvements to Reportable

Segment Disclosures” (“ASU 2023-07”), which requires disclosures of significant expenses by segment and interim disclosure

of items that were previously required on an annual basis.

ASU 2023-07 is to be applied on a retrospective basis and is effective for

fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

is evaluating the impact of ASU 2023-07 on disclosures in our consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides

for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid.

ASU 2023-09 requires entities

to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling

items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual

jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective basis and

is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is evaluating the impact of

ASU 2023-09 on disclosures in our consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation,

depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement.

is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting

periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.

is recognized when (1) a contract with a customer exists, (2) performance obligations promised in a contract are identified based on

the products or services that will be transferred to the customer, (3) the transaction price is determined based on the consideration

to which the Company will be entitled in exchange for transferring products or services to the customer, (4) the transaction price is

allocated to the performance obligations in the contract and (5) the Company satisfies its performance obligation.

The Company satisfies

its performance obligations and, therefore, recognizes revenue, either over time or at a point in time, which is when the customer has

obtained control of the good or service.

Revenue from the sale of the Company’s electric power systems under its Electrical Infrastructure

segment is recognized either over time or at a point in time and substantially all of the Company’s revenue from the sale of power

generation equipment under its Critical Power segment is recognized at a point in time.

Certain sales of highly customized electrical

equipment under the Company’s Electrical Infrastructure segment are recognized over time when such equipment has no alternative

use and the Company has an enforceable right to payment for performance completed to date.

The Company’s measure of progress for

such contracts is evaluated under the input method based on direct labor hours incurred relative to the estimated total direct labor

hours required in order to complete the project.

Any anticipated losses on contracts are fully recognized in the period in which the

losses become evident.

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

services that are recognized as services are delivered.

from over time contracts is recognized proportionally over the term of the contract using 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, which the Company

considers the best available indicator of the pattern and timing in which contract performance obligations are fulfilled and control

transfers to the customer.

This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue

to recognize in an accounting period.

are situations where the number of hours to complete projects may exceed the original estimate as a result of an increase in project

scope or unforeseen events.

The related impact on income is recognized using the cumulative catch-up method, which the Company recognizes

in the current period.

of revenue on a contract requires estimates of the total labor hours at completion and the measurement of progress towards completion.

Due to the long-term nature of many of the Company’s contracts, developing the estimated total labor hours at completion often

requires judgment.

Factors that must be considered in estimating the total labor hours to be completed include the nature and complexity

of the work to be performed and the risk and impact of delayed performance.

the outset of each contract, the Company gauges its complexity and perceived risks and establishes an estimated total number of labor hours

at completion in line with these expectations.

The Company follows a standard contract review process in which the Company reviews the

progress and performance of its ongoing contracts at least quarterly.

of Goods Sold

of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies

and tools, purchasing and receiving costs, inspection costs, internal transfer costs, warehousing costs and utilities related to production

facilities and, where appropriate, an allocation of overhead.

Cost of goods sold also includes indirect labor and infrastructure cost

related to the provision of field services.

January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses

on Financial Instruments,” using a modified retrospective approach.

The standard amends several aspects of the measurement of credit

losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models

with the current expected credit losses model.

The cumulative effect of adoption did not result in an adjustment to the allowance for

credit loss and, accordingly, the Company’s accumulated deficit as of January 1, 2023.

Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses.

The Company’s

allowance for expected credit losses on accounts receivable reflects management’s estimate of credit losses over the remaining

expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect

the collectability of the reported amount.

There were $ 52 and $ 97 of reserves for expected credit losses as of September 30, 2024, and

December 31, 2023, respectively.

Financing Costs

legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing

costs and included as a non-current asset on the balance sheet until such financings are consummated.

After consummation of the equity

financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of

additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds.

Should the equity financing

no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated

statements of operations.

of the Company’s products and services

Company’s principal products and services include electric power systems and equipment, distributed energy resources, power generation

equipment and mobile EV charging solutions.

Company’s Electrical Infrastructure business provides electric power systems and equipment and distributed energy resources that

help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy needs.

Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost

electric vehicle charging solutions.

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.

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.

Company’s principal source of revenue is derived from sales of products and fees for services.

The Company measures revenue based

upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer

arrangement are satisfied.

Changes in deferred revenue are generally as a result of the Company’s normal operating cycle and the

effect of cumulative catch-up adjustments arising from a change in the measure of progress or a contract modification identified at each

reporting period.

performance obligation is a promise in a contract to transfer a distinct product or service to the customer.

The transaction price of

a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit

of the performance obligation.

Customers typically receive the benefit of the Company’s products when the risk of loss or control

for the product transfers to the customer and for services as they are performed.

Under ASC 606, revenue is recognized when a customer

obtains control of promised products or services in an amount that reflects the consideration the Company expects to receive in exchange

for those products or services.

To achieve this core principle, the Company applies the following five steps:

Identify the contract with a customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii)

the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products

or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including

the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining

to the customer.

Identify the performance obligations in the contract

obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are

both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other

resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby

the transfer of the products or services is separately identifiable from other promises in the contract.

To the extent a contract includes

multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable

of being distinct and distinct in the context of the contract.

If these criteria are not met the promised products or services are accounted

for as a combined performance obligation.

Determine the transaction

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products

or services to the customer.

The customer payments are generally due in 30 days.

Allocate the transaction price to performance obligations

in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation

based on a relative standalone selling price basis.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the

standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines

related to the performance obligations.

Recognize revenue when or as the Company satisfies a performance

Company satisfies performance obligations either over time or at a point in time.

Revenue is recognized at the time the related performance

obligation is satisfied by transferring a promised product or service to a customer.

the three months ended September 30, 2024, the Company recognized $ 6,607 of revenue over time, as compared to $ 9,900 during the three

months ended September 30, 2023.

Additionally, the Company recognized $ 4,304 and $ 1,553 of revenue at a point in time from the sale of

our products during the three months ended September 30, 2024, and September 30, 2023, respectively.

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 $ 2,455 and $ 2,063 of service revenue during the three months ended September 30, 2024,

and September 30, 2023, respectively.

the nine months ended September 30, 2024, the Company recognized $ 15,447 of revenue over time, as compared to $ 24,635 during the nine

months ended September 30, 2023.

Additionally, the Company recognized $ 10,394 and $ 8,656 of revenue at a point in time from the sale

of our products during the nine months ended September 30, 2024, and September 30, 2023, respectively.

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 $ 6,678 and $ 6,014 of service revenue during the nine months ended September 30, 2024,

and September 30, 2023, respectively.

the three months ended September 30, 2024, the Company recognized approximately $ 220 of revenue that was classified as deferred revenue

as of December 31, 2023, as compared to $ 2,569 of revenue recognized during the three months ended September 30, 2023 that was classified

as deferred revenue as of December 31, 2022, resulting primarily from the progress made on the various active contracts during the respective

reporting periods.

the nine months ended September 30, 2024, the Company recognized approximately $ 2,688 of revenue that was classified as deferred revenue

as of December 31, 2023, as compared to $ 8,535 of revenue recognized during the nine months ended September 30, 2023 that was classified

as deferred revenue as of December 31, 2022, resulting primarily from the progress made on the various active contracts during the respective

reporting periods.

Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue,

or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable.

of September 30, 2024, one customer represented approximately 20 % of the Company’s accounts receivable.

As of December 31, 2023,

one customer represented approximately 23 % of the Company’s accounts receivable.

the three months ended September 30, 2024, two customers represented approximately 26 % and 10 % of the Company’s revenue.

three months ended September 30, 2023, two customers represented approximately 55 % and 12 % of the Company’s revenue.

the nine months ended September 30, 2024, one customer represented approximately 11 % of the Company’s revenue.

For the nine months

ended September 30, 2023, two customers represented approximately 44 % and 20 % of the Company’s revenue.

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 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 and nine months ended September 30, 2024, and September 30, 2023, were insignificant.

following table presents our revenues disaggregated by revenue discipline:

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

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

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

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.

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:

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.

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.

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.

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.

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.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated

by revenue discipline:

OF REVENUE DISAGGREGATED

(As Restated)

Three Months Ended

Nine Months Ended

September 30,

(As Restated)

Total revenue

“Note 9 - Business Segment and Geographic Information”.

revenues (Topic 842)

842 revenues pertain to revenues and expenses related to the leasing of electric generators.

Company accounts for such rentals as operating leases.

The lease terms are included in the Company’s contracts, and the determination

of whether the Company’s contracts contain leases generally does not require significant assumptions or judgments.

The Company’s

lease revenues do include variable lease payments based on hours.

Revenues attributable to the variable lease payments are recognized

There were no leasing revenues arising from variable lease payments during the three and nine months ended September 30,

2024, and 2023.

For the three and nine months ended September 30, 2024, leasing revenues were $ 559 and $ 1,305 , respectively, and are included in revenue from products.

For the three

and nine months ended September 30, 2023, leasing revenues were $ 246 and $ 719 , respectively, and are included in revenue from products.

Company does not provide an option for the lessee to purchase the rented equipment at the end of the lease.

Lessees do not provide residual

value guarantees on rented equipment.

Company expects to derive significant future benefits from its equipment following the end of the rental term.

The Company recognizes

revenue over the contractual period of performance of the rental term.

following table presents our lease revenues:

OF LEASE REVENUES

Three Months Ended

Nine Months Ended

September 30,

Revenues - leases

For the Three Months Ended

Revenues - ASC 606

Total revenues - ASC 606

Revenues - ASC 842

Fixed lease revenue

Total revenues - leases

components of inventories are summarized below:

Total revenues - ASC 842

Total revenue

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:

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years Ending December 31,

The components of inventories are summarized below:

OF INVENTORIES

September 30,

Raw materials

1 unchanged sentence

Total inventories

are stated at the lower of cost or a net realizable value determined on a weighted average method.

PROPERTY AND EQUIPMENT, NET

and equipment are summarized below:

OF PROPERTY AND EQUIPMENT

September 30,

Machinery, vehicles and equipment

Furniture and fixtures

Computer hardware and software

Leasehold improvements

Construction in progress

Property and equipment, gross

accumulated depreciation

Total property and equipment, net

expense was $ 185 and $ 143 for the three months ended September 30, 2024, and 2023, respectively.

expense was $ 471 and $ 370 for the nine months ended September 30, 2024, and 2023, respectively.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

components of accounts payable and accrued liabilities are summarized below:

The components of accounts payable and accrued liabilities

are summarized below:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30,

Accounts payable

1 unchanged sentence

Total accounts payable and accrued liabilities

liabilities primarily consist of accrued legal settlement costs, accrued sales commissions, accrued compensation and benefits, accrued

sales and use taxes and accrued insurance.

As of September 30, 2024, and December 31, 2023, accrued sales commissions were $ 364 and $ 442 ,

respectively.

Accrued compensation and benefits as of September 30, 2024, and December 31, 2023, were $ 319 and $ 294 , respectively.

were no accrued legal settlement costs as of September 30, 2024, compared to $ 5,000 as of December 31, 2023.

Accrued sales and use taxes

as of September 30, 2024, and December 31, 2023, were $ 224 and $ 67 , respectively, and there was no accrued insurance as of September

30, 2024, compared to $ 795 as of December 31, 2023.

The remainder of accrued liabilities are comprised of several insignificant accruals

in connection with normal business operations.

of September 30, 2024, two of the Company’s suppliers represented approximately 44 % of the Company’s accounts payable.

of December 31, 2023, one of the Company’s suppliers represented approximately 18 % of the Company’s accounts payable.

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.

STOCK-BASED COMPENSATION

summary of stock option activity during the nine months ended September 30, 2024, is as follows:

OF STOCK OPTION ACTIVITY

A summary of stock option activity during the three

months ended March 31, 2025, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

Weighted average

5 unchanged sentences

Forfeited/expired

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

summary of RSU activity during the nine months ended September 30, 2024, is as follows:

SCHEDULE OF RESTRICTED STOCK UNITS

Weighted-average

Number of units

fair value per share

Unvested restricted stock units as of January 1, 2024

Units granted

Units forfeited

Unvested restricted stock units as of September 30, 2024

compensation expense recorded for the three and nine months ended September 30, 2024, was approximately $ 13 and $ 334 , respectively.

compensation expense recorded for the three and nine months ended September 30, 2023, was approximately $ 285 and $ 1,246 , respectively.

As of September 30, 2024, there was $ 96 of stock-based compensation expense remaining to be recognized in the consolidated statements of

operations over a weighted average remaining period of 1.9 years.

BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE

and diluted (loss) income per common share is calculated based on the weighted average number of vested shares outstanding during the

The Company’s employee and director equity awards, as well as incremental shares issuable upon exercise of warrants, are

not considered in the calculations if the effect would be anti-dilutive.

The following table sets forth the computation of basic and

diluted (loss) income per share (in thousands, except per share data):

OF BASIC AND DILUTED LOSS PER SHARE

2023 (As Restated)

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

Net (loss) income

Weighted average basic shares outstanding

Effect of dilutive securities - equity based compensation plans

Weighted average diluted shares outstanding

Net (loss) income per common share:

of September 30, 2024, diluted (loss) income per share excludes potentially dilutive common shares related to 654,313 shares underlying

stock options as their effect was anti-dilutive.

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

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.

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:

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;

tax rate changes or deferred remeasurement items were recorded in the quarter.

a result, despite incurring a pre-tax loss in the quarter, the Company recorded no tax benefit.

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

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.

Company will continue to apply the discrete method until reliable forecast

data becomes available to support a forecast-based ETR.

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:

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;

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”).

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.

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

Cost of goods sold

Operating expenses

Selling, general and administrative

Total operating expenses

Operating income from discontinued operations

Interest expense

Gain on sale of business, net of taxes

Other expense

Net income from discontinued operations

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.

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

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

Loss from continuing operations

Income from discontinued operations, net of income taxes

Weighted average common shares outstanding - basic

Effect of dilutive securities:

Stock options

Restricted stock units

Weighted average common shares outstanding - diluted

Basic (loss) earnings per share:

Loss per share from continuing operations

Earnings per share from discontinued operations

Basic loss per share

Diluted (loss) earnings per share:

Loss per share from continuing operations

Earnings per share from discontinued operations

Diluted loss per share

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

Stock options

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

Company follows ASC 280 - Segment Reporting in determining its reportable segments.

The Company considered the way its management team,

most notably its chief operating decision maker, makes operating decisions and assesses performance and considered which components of

the Company’s enterprise have discrete financial information available.

As the Company makes decisions using a manufactured products

distributed products and services group focus, its analysis resulted in two reportable segments:

Electrical Infrastructure and Critical

The Critical Power reportable segment is the Company’s Titan Energy Systems, Inc.

business unit.

The Electrical Infrastructure

reportable segment is the Company’s Pioneer Custom Electrical Products Corp.

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.

Electrical Infrastructure segment is involved in the design, manufacture and sale of circuit protection and controls equipment used primarily

by large industrial and commercial operations to manage their electrical power distribution needs.

The Critical Power 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.

October 29, 2024, the Company closed on the sale of its Electrical Infrastructure segment.

See “Note 11 – Subsequent Events”.

following tables present information about segment loss and income:

OF SEGMENT INCOME LOSS

(As Restated)

Three Months Ended

Nine Months Ended

September 30,

(As Restated)

Electrical Infrastructure

Critical Power Solutions

Three Months Ended

Nine Months Ended

September 30,

Depreciation and amortization

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

and amortization

(As Restated)

Three Months Ended

Nine Months Ended

September 30,

(As Restated)

Operating (loss) income

Electrical Infrastructure

Critical Power Solutions

Unallocated corporate overhead expenses

Operating (loss) income

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

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).

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.

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:

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

Three Months Ended

Nine Months Ended

September 30,

2023 (As Restated)

For the Three Months Ended

United States

COMMITMENTS AND CONTINGENCIES

the three months ended September 30, 2024, the Company executed an extension of its operating lease for the manufacturing facility in

Santa Fe Springs, California.

After adjusting for a weighted average discount rate, the Company recognized a right-of-use asset and lease

liability of approximately $ 3,337 within the condensed consolidated balance sheets.

time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

June 15, 2023, Terrence and Kay Mimick (the “Plaintiffs”) filed a complaint in the U.S.

District Court, District of Nebraska

naming the Company, its wholly-owned subsidiary, Pioneer Critical Power, Inc., and an individual acting in his capacity as an employee

of the Company, collectively as defendants.

Plaintiffs filed an amended complaint on July 7, 2023, alleging negligent driving, negligent

entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019, and seeking

special damages related to the injuries allegedly sustained by Plaintiffs.

The amended complaint also named Titan Energy Systems, Inc.

as a defendant instead of Pioneer Critical Power, Inc.

On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended

On October 6, 2023, a mediation was held, but the parties did not reach a settlement.

In June 2024, another mediation was

held and the parties reached a settlement for all of the Plaintiffs’ claims.

The case was dismissed with prejudice on July 23,

Company is not aware of any material proceedings in which any of its directors, officers or affiliates or any registered or beneficial

shareholder of more than 5 % of the Company’s common stock is an adverse party or has a material interest adverse to the Company’s

SUBSEQUENT EVENTS

of Subsidiary

October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”),

by and among the Company, Pioneer Custom Electrical Products, LLC, a wholly owned subsidiary of the Company (“Pioneer Custom”),

Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”).

Pursuant to the terms of the Equity

Purchase Agreement, the Company agreed to:

4% of all of the issued and outstanding equity interests of Pioneer Custom 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;

all of the issued and outstanding equity interests of Pioneer Custom other than the Rollover Interests to the Buyer ((i) and (ii)

being, the “Equity Transaction”).

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.

the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the “Closing

Pioneer Custom represents the entirety of the Company’s Electrical Infrastructure segment.

addition, upon the closing of the Equity Transaction, the Company and the Buyer entered into a transition services agreement, pursuant

to which (i) the Company will provide certain transition services to the Buyer for various service periods ranging from 30 days to 12

months following the Closing Date and (ii) the Buyer will provide one specific transition service to the Company until October 31, 2025.

Subsequent to September 30, 2024, the Company issued

an aggregate of 95,465 shares of common stock (net of 12,535 shares repurchased) pursuant to option exercises for aggregate net proceeds

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

Property and equipment

United States

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

What changed 10-Q

Item 1. Financial Statements