PIONEER POWER SOLUTIONS, INC. 10-Q

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 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 tariff policies and regulations, income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets. ● 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. 16 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, 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). Recent Developments On July 4, 2025, the federal government enacted the One Big Beautiful Bill Act, which includes broad based changes to U.S. corporate tax provisions. Certain key provisions apply retroactively to January 2025, including the reinstatement of 100% bonus depreciation and the option to expense U.S.-based research and development expenditures. As we continue to operate in a net operating loss (NOL) position and maintains a full valuation allowance against our deferred tax assets, the income tax provisions are not expected to materially impact our cash tax obligations or financial statement income tax expense in the near term. To the extent the new provisions increase deferred tax assets, such increases are expected to be offset by a corresponding increase in the valuation allowance, consistent with our current assessment. We will continue to evaluate the long-term implications of the legislation. 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 and six months ended June 30, 2025. 17 RESULTS OF OPERATIONS Overview of June 30, 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 and six months ended June 30, 2025, and 2024 are as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2025 2024 2025 2024 Revenues Critical Power Solutions $ 8,370 $ 3,395 $ 15,110 $ 6,710 Cost of goods sold Critical Power Solutions 7,056 2,754 13,648 5,534 Gross profit 1,314 641 1,462 1,176 Selling, general and administrative 2,466 2,126 4,865 4,174 Depreciation and amortization 22 12 38 14 Research and development 534 238 614 449 Total operating expenses 3,022 2,376 5,517 4,637 Operating loss from continuing operations (1,708 ) (1,735 ) (4,055 ) (3,461 ) Interest income 183 20 431 51 Other income, net 297 - 320 40 Loss before income taxes (1,228 ) (1,715 ) (3,304 ) (3,370 ) Income tax expense - - - - Net loss from continuing operations (1,228 ) (1,715 ) (3,304 ) (3,370 ) (Loss) income from discontinued operations, net of income taxes (100 ) (568 ) 1,047 52 Net loss $ (1,328 ) $ (2,283 ) $ (2,257 ) $ (3,318 ) 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 June 30, 2025, from our Critical Power business was $17,885, a decrease of $9,366, or 34.4%, when compared to $27,251 as of June 30, 2024. The following table represents the progression of our backlog as of the end of the last five quarters: June 30, March 31, December 31, September 30, June 30, 2025 2025 2024 2024 2024 Critical Power Solutions $ 17,885 $ 23,231 $ 19,762 $ 24,038 $ 27,251 Order backlog 17,885 23,231 19,762 24,038 27,251 Discontinued operation - - - 42,112 39,670 Total order backlog $ 17,885 $ 23,231 $ 19,762 $ 66,150 $ 66,921 18 Revenue The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages): For the Three Months Ended For the Six Months Ended June 30, June 30, 2025 2024 Variance % 2025 2024 Variance % Critical Power Solutions Equipment $ 6,081 $ 1,221 $ 4,860 398.0 $ 10,376 $ 2,655 $ 7,721 290.8 Service 2,289 2,174 115 5.3 4,734 4,055 679 16.7 Total revenue $ 8,370 $ 3,395 $ 4,975 146.5 $ 15,110 $ 6,710 $ 8,400 125.2 For the three months ended June 30, 2025, our revenue from our Critical Power segment increased by $4,975, or 146.5% to $8,370, up from $3,395 during the three months ended June 30, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions, e-Boost. For the six months ended June 30, 2025, our revenue from our Critical Power segment increased by $8,400, or 125.2% to $15,110, up from $6,710 during the six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2025 2024 Variance % 2025 2024 Variance % Critical Power Solutions Gross profit $ 1,314 $ 641 $ 673 105.0 $ 1,462 $ 1,176 $ 286 24.3 Gross margin % 15.7 18.9 (3.2 ) 9.7 17.5 (7.8 ) For the three months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 15.7% of revenues, as compared to 18.9% during the three months ended June 30, 2024. The decrease was primarily due to an unfavorable sales mix. For the six months ended June 30, 2025, our gross margin from our Critical Power segment decreased to 9.7% of revenues, as compared to 17.5% during the six months ended June 30, 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. 19 Operating Expenses The following table represents our operating expenses for the periods indicated (in thousands, except percentages): For the Three Months Ended For the Six Months Ended June 30, June 30, 2025 2024 Variance % 2025 2024 Variance % Selling, general and administrative $ 2,488 $ 2,138 $ 350 16.4 $ 4,903 $ 4,188 $ 715 17.1 Research and development 534 238 296 124.4 614 449 165 36.7 Total operating expense $ 3,022 $ 2,376 $ 646 27.2 $ 5,517 $ 4,637 $ 880 19.0 Selling, General and Administrative Expense . For the three months ended June 30, 2025, consolidated selling, general and administrative expense increased by approximately $350, or 16.4%, to $2,488, as compared to $2,138 during the three months ended June 30, 2024, primarily due to an increase in trade show related costs and commissions expense. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 29.7% during the three months ended June 30, 2025, as compared to 63.0% during the three months ended June 30, 2024, primarily due to the increase in total revenue during the three-month period ended June 30, 2025. For the six months ended June 30, 2025, consolidated selling, general and administrative expense increased by approximately $715, or 17.1%, to $4,903, as compared to $4,188 during the six months ended June 30, 2024, primarily due to an increase in trade show related costs, commissions expense and professional fees. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 32.4% during the six months ended June 30, 2025, as compared to 62.4% during the six months ended June 30, 2024, primarily due to the increase in total revenue during the six-month period ended June 30, 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 June 30, 2025, we incurred $534 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $238 during the three months ended June 30, 2024. During the six months ended June 30, 2025, we incurred $614 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $449 during the six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2025 2024 Variance % 2025 2024 Variance % Operating loss from continuing operations $ (1,708 ) $ (1,735 ) $ 27 1.6 $ (4,055 ) $ (3,461 ) $ (594 ) (17.2 ) During the three months ended June 30, 2025, our operating loss from continuing operations decreased by approximately $27, or 1.6%, to $1,708, as compared to $1,735 during the three months ended June 30, 2024, primarily due to the increase in sales and rentals of our equipment and services. During the six months ended June 30, 2025, our operating loss from continuing operations increased by approximately $594, or 17.2%, to $4,055, as compared to $3,461 during the six months ended June 30, 2024, primarily due to the decrease in our gross profit and an increase in selling, general and administrative expense. 20 Non-Operating Income from Continuing Operations Interest Income . We generated the majority of our interest income from our cash on hand during the three and six-month periods ended June 30, 2025, and 2024. For the three months ended June 30, 2025, we had interest income of approximately $183, as compared to interest income of approximately $20 during the three months ended June 30, 2024. For the six months ended June 30, 2025, we had interest income of approximately $431, as compared to interest income of approximately $51 during the six months ended June 30, 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 June 30, 2025, other non-operating income was $297, as compared to $0 during the three-month period ended June 30, 2024, primarily due to the gain on our equity method investment. For the six-month period ended June 30, 2025, other non-operating income was $320, as compared to $40 during the six-month period ended June 30, 2024, primarily due to the gain on our equity method investment. Provision for Income Taxes . For the three and six months ended June 30, 2025, and 2024, we 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 our 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, we applied the discrete method under ASC 740-270-30-18 to determine the tax provision for the quarter. We expect 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 $1,228 and $3,304, respectively, during the three and six months ended June 30, 2025, as compared to $1,715 and $3,370 respectively, during the three and six months ended June 30, 2024. Our net loss from continuing operations per basic and diluted share during the three months ended June 30, 2025, was $0.11, compared to a net loss from continuing operations per basic and diluted share of $0.16 during the three months ended June 30, 2024. Our net loss from continuing operations per basic and diluted share during the six months ended June 30, 2025, was $0.30, compared to a net loss from continuing operations per basic and diluted share of $0.32 during the six months ended June 30, 2024. Income (loss) from Discontinued Operations Loss from discontinued operations, net of tax was $100, during the three months ended June 30, 2025, as compared to $568 during the three months ended June 30, 2024. 21 Income from discontinued operations, net of tax was $1,047, during the six months ended June 30, 2025, as compared to $52 during the six months ended June 30, 2024. The $1,047 of income recognized during the six months ended June 30, 2025, was primarily due to finalizing the net working capital adjustment with the buyer of the PCEP Sale. LIQUIDITY AND CAPITAL RESOURCES General . As of June 30, 2025, we had $17,999 of cash on hand generated primarily from the PCEP Sale. On October 29, 2024, we closed on the PCEP Sale for gross cash proceeds of $48,000 and $2,000 in equity. On January 7, 2025, we paid a one-time special cash dividend of an aggregate of $16,665. As of December 31, 2024, we recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net working capital adjustment. On April 16, 2025, we and the buyer from the PCEP Sale finalized the net working capital adjustment and as a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale during the three months ended March 31, 2025. On April 16, 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, tariff policies and regulations, 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 and six months ended June 30, 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 Used in Operating Activities . Cash used in our operating activities was $3,963 during the six months ended June 30, 2025, as compared to cash used in our operating activities of $1,379 during the six months ended June 30, 2024. The increase in cash used in operating activities is primarily due to working capital fluctuations and the payment of federal and state income taxes. Cash Used in Investing Activities. Cash used in investing activities during the six months ended June 30, 2025, was $2,940, as compared to cash used in our investing activities of $614, during the six months ended June 30, 2024. The increase in cash used in investing activities is primarily due to the payment of the $2,200 consideration to the buyer of the PCEP Sale during the six months ended June 30, 2025. During the six-month periods ended June 30, 2025, and 2024, additions to our property and equipment were $740 and $614, respectively. Cash Used in/ Provided by Financing Activities. Cash used in our financing activities was $16,720 during the six months ended June 30, 2025, as compared to cash provided by our financing activities of $4,923 during the six months ended June 30, 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 June 30, 2025, we had working capital of $23,916, including $17,999 of cash on hand, compared to working capital of $26,679, including $41,622 of cash on hand as of December 31, 2024. Assessment of Liquidity . As of June 30, 2025, we had $17,999 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. 22 As of June 30, 2025, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Capital Expenditures Our additions to property and equipment were $740 during the six months ended June 30, 2025, as compared to $614 of additions to property and equipment during the six months ended June 30, 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, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. We predominately sell to customers in the industrial production and commercial construction markets. Accordingly, changes in the condition of any of our customers may have a greater impact than if our sales were more evenly distributed between different end markets. For a further discussion of factors that may affect future operating results see the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 23