Filed 2025-04-15 · Period ending 2024-12-31 · 53,728 words · SEC EDGAR
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# PIONEER POWER SOLUTIONS, INC. (PPSI) — 10-K **Filed:** 2025-04-15 **Period ending:** 2024-12-31 **Accession:** 0001641172-25-004681 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1449792/000164117225004681/) **Origin leaf:** 5a67231aaf71a0a978755feefb7e661ee3bdd506203fb32ad0e20bab27f5bd79 **Words:** 53,728 --- **** **** **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **FORM 10-K** **(Mark One)** **** ** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended: December 31, 2024** **or** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** For the transition period from ________ to _______ **Commission file number: 001-35212** **** ***** **PIONEER POWER SOLUTIONS, INC.** (Exact name of registrant as specified in its charter) | Delaware | | 27-1347616 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | **400 Kelby Street, 12th Floor** **Fort Lee, New Jersey 07024** (Address of principal executive offices) (Zip code) Registrants telephone number, including area code: **(212) 867-0700** Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading symbol(s) | | Name of each exchange on which registered | | | Common Stock, par value $0.001 per share | | PPSI | | Nasdaq Capital Market | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of June 28, 2024, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the price at which the common equity was last sold on the Nasdaq Capital Market on such date, was approximately $33,995 (in thousands). For purposes of this computation only, all officers, directors and 10% or greater stockholders of the registrant are deemed to be affiliates. As of April 11, 2025, 11,120,266 shares of the registrants common stock were outstanding. | | | **PIONEER POWER SOLUTIONS, INC.** **Form 10-K** **** **For the Fiscal Year Ended December 31, 2024** **TABLE OF CONTENTS** | | Page | | | Special Note Regarding Forward-Looking Statements | 1 | | | | | | | | PART I | | | | | Item 1. | Business | 2 | | | Item 1A. | Risk Factors | 6 | | | Item 1B. | Unresolved Staff Comments | 16 | | | Item 1C. | Cybersecurity | 16 | | | Item 2. | Properties | 17 | | | Item 3. | Legal Proceedings | 17 | | | Item 4. | Mine Safety Disclosures | 17 | | | | | | | | PART II | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 | | | Item 6. | [Reserved] | 18 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 18 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 25 | | | Item 8. | Consolidated Financial Statements and Supplementary Data | 26 | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 54 | | | Item 9A. | Controls and Procedures | 54 | | | Item 9B. | Other Information | 55 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 55 | | | | | | | | PART III | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 56 | | | Item 11. | Executive Compensation | 60 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 67 | | | Item 14. | Principal Accountant Fees and Services | 68 | | | | | | | | PART IV | | | | | Item 15. | Exhibits and Financial Statement Schedules | 69 | | | Item 16. | Form 10-K Summary | 69 | | **** | | | **** **SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K 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 managements good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: | | | General economic conditions and their effect on demand for electrical equipment, particularly in the commercial market, but also in the power generation, industrial production and infrastructure industries. | | | | | | | | | | The effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share, margins and profitability. | | | | | | | | | | Many of our competitors are better established and have significantly greater resources and may subsidize their competitive offerings with other products and services, which may make it difficult for us to attract and retain customers. | | | | | | | | | | The potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman, president and chief executive officer. | | | | | | | | | | Our ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for our new products. | | | | | | | | | | Unanticipated increases in raw material prices or disruptions in supply could increase production costs and adversely affect our profitability. | | | | | | | | | | Our ability to realize revenue reported in our backlog. | | | | | | | | | | Our ability to remediate the ongoing material weakness identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control. | | | | | | | | | | The effect that the identified material weakness and failure to establish and maintain effective internal control over financial reporting could have on investor confidence in us and raise reputational risk. | | | | | | | | | | Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases, interest rate risk and commodity risk. | | | | | | | | | | Strikes or labor disputes with our employees may adversely affect our ability to conduct our business. | | | | | | | | | | The impact of geopolitical activity on the economy, changes in government regulations such as income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets. | | | | | | | | | | Future sales of large blocks of our common stock may adversely impact our stock price. | | | | | | | | | | The liquidity and trading volume of our common stock. | | | | | | | | | | Our business could be adversely affected by an outbreak of disease, epidemic or pandemic, such as the global coronavirus pandemic, or similar public threat, or fear of such an event. | | | | | | | | | | Our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market. | | | | | | | | | | Risks associated with litigation and claims, which could impact our financial results and condition. | | 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 Item 1A. Risk Factors in this Annual Report on Form 10-K for a discussion of the foregoing and other risks that relate to our business and investing in shares of our common stock. | 1 | | **PART I** **ITEM 1. BUSINESS.** **Overview** Pioneer Power Solutions, Inc. and its wholly owned subsidiary (referred to herein as the Company, Pioneer, Pioneer Power, we, our and us) design, manufacture, integrate, service, and sell distributed energy resources, on site and mobile power generation equipment and a platform of mobile electric vehicle (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 businesses, school bus fleet operators, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration. U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted). **Description of Business Segment** In October 2024, we sold our Pioneer Custom Electrical Products Corp. (PCEP) business unit to a buyer (the PCEP Sale) as a result of a strategic change to the operations of our business. See Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Recent Developments* for more information regarding the PCEP Sale. 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, refurbishing and reselling used 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 at major national retailers, hospitals, data centers, communications facilities, factories, military sites, office complexes and other critical operations. **Summary of Critical Power Segment Product Offerings** | Product Category | | Solutions | | | | | | | | Suite of e-Boost Products | | e-Boost G.O.A.T. (Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity charging to EV truck and car owners at any convenient location. e-Boost Mobile is a trailer-mounted solution that provides multiple options for towing and can be available at specific businesses, large sports and cultural events and can be relocated with minimal effort on short notice. e-Boost Pod is a stationary EV charging solution with customizable higher capacity that can also service other power needs especially in emergency situations, such as a power outage, serving as a back-up power source with convenient power connectors and outlets available on board. | | | | | | | | Power Generation Equipment | | Engine-generator sets: power generation equipment with up to 2 MW of power output per genset, sourced from several manufacturers and available for install by our expert, licensed technicians. Available individually or in multi-unit paralleled configurations. Fuel options include liquid propane, natural gas, diesel and bi-fuel. Uninterruptible Power Supply (UPS) systems. | | | | | | | | Service | | Scheduled preventative maintenance and 24/7 repair and support services provided for all makes and models of power generation equipment under one- to five-year contracts. Regional service and maintenance: provided by our technicians in the Midwest and Florida. National service and maintenance: provided by our technicians and a network of field service providers throughout the United States for multi-site, multi-state power generation equipment owners. UPS systems from major manufacturers. | | | 2 | | Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. Our power maintenance programs provide preventative maintenance, repair and support service for our customers power generation systems. To support our customers in managing their critical infrastructure, we maintain inventories of repair parts, a fleet of service vehicles and a staff of certified field service technicians in the Midwest and Florida. To complete our geographic coverage, we maintain a network of field service partners located in other regions, enabling us to provide a quick-response, 24/7 service capabilities that can effectively repair and maintain any make and model of back-up power equipment. Our field service organization services more than 2,400 generators owned by more than 900 customers located throughout the United States and its territories, including for multi-site, multi-state customers. We recognize discrete revenue streams from service contracts, sales, installation, maintenance and repair services, and we offer service contracts to all owners of power generation and related equipment, whether or not the equipment was originally sold by us. Our service agreements have terms ranging from one to five years in duration, providing the Company with a recurring revenue stream. **Business Strategy** We believe we have established a stable platform from which to develop and grow our business lines, revenue, profitability and shareholder value. We are focused on internal growth through operating efficiencies, new product development, customer focus and broadening and deepening our market penetration. We intend to build our revenue and net income through internal growth initiatives. Accomplishing these financial goals will be dependent on a number of factors, including our ability to execute the following strategies and actions: | | Establishing a scalable organizational infrastructure to support our expected growth; | | | | | | | | | Investing in our capabilities to provide progressively more advanced equipment and service solutions; | | | | | | | | | Continuously applying our manufacturing and service resources to their highest and best uses; | | | | | | | | | Combining and streamlining our business unit supply chains and administrative functions; and | | | | | | | | | Improving business processes to deliver consistency, quality and value to our customers. | | Within our Critical Power business, we are actively marketing our preventive maintenance services to new national accounts including: major national retailers, telecommunications companies, data centers, banks, hospitals and health care facilities, educational institutions and property management companies. Since November 2021, we have been aggressively marketing our e-Boost mobile EV charging products to electric bus and truck manufacturers, fleet management companies, municipalities and EV infrastructure providers. **** **Our Industry** The market for Electrical Infrastructure equipment and Critical Power solutions is very fragmented due to the range of equipment types, electrical and mechanical properties, technological standards and service parameters required by different categories of end users for their specific applications. Many orders are custom-engineered and tend to be time-sensitive since other critical work is frequently being coordinated around the customers electrical equipment installation. The vast majority of North American demand for the types of solutions we provide is satisfied by thousands of producers and service companies in the United States. We believe that several of the key industry trends supporting future growth in our industry are as follows: | | Aging and Overburdened North American Power Grid The aging and overburdened North American power grid is expected to require significant capital expenditures to upgrade the existing infrastructure over the next several years to maintain adequate levels of reliability and efficiency. Significant capital investment will be required to relieve congestion, meet growing demand, achieve targets for efficiency, emissions and use of renewable sources, and to replace components of the U.S. power grid operating at, near or past their planned service lives. | | | | Increasing Long-Term Demand for Electricity and Reliable Power The Department of Energys Energy Information Administration, or EIA, forecasts that total electricity use in the United States will increase by approximately 28% from 2011 to 2040. This increase is driven by anticipated population growth, economic expansion, increasing dependence on computing power throughout the economy and the increased use of electrical devices in the home. In order to meet growing demand for electricity in North America, substantial investment in increased electrical grid capacity and efficiency will be required, as well as the addition of specialized equipment to help ensure the reliability and quality of electricity for critical applications. In response to these challenges, there is an increasing trend among commercial and industrial companies to invest in on-site power sources, both for standby purposes in the event of a catastrophic power outage, or to reduce the amount of electricity they draw from the utility grid during peak periods. | | | | | | | | | | Rapidly Expanding EV and Charging Infrastructure Market A report from Allied Market Research in 2020 projected that the global electric vehicle market will reach $803 billion by the year 2027, registering a compound annual growth rate (CAGR) of 22.6%. North America is estimated to reach $194 billion by 2027, at a significant CAGR of 27.5%. In 2010, only about 17,000 electric vehicles were on the worlds roads. By 2019, that number had swelled to 7.2 million and is increasing rapidly according to the International Energy Agency. Furthermore, in order for EVs to grow at such a rapid pace, it is necessary that infrastructure be built to allow for such growth. In 2019, there were about 7.3 million chargers worldwide compared to an insignificant amount ten years ago, and the EV infrastructure has become a global priority as major governments and corporations have committed to spending billions of dollars towards building EV charging infrastructure. | | | 3 | | **Customers** **** A substantial portion of the products and services we offer are sold directly to customers by our marketing and sales personnel operating from our office locations in the United States. Our direct sales force and authorized representatives market our products and services to end users and third parties, such as original equipment manufacturers and their dealers, state and local governments, fleet management companies, school bus operators and various intermediary selling groups. For the year ended December 31, 2024, 87% of our sales were to U.S. customers and 13% were to Canadian customers, compared to 100% of our sales being to U.S. customers for the year ended December 31, 2023. This was largely driven by companies involved in distributed generation, regulated and non-regulated utilities, and the industrial and wholesale sectors. During the years ended December 31, 2024, and 2023, we sold our electrical equipment and services to over 875 individual customers, and our 20 largest customers represented approximately 74% and 47% of our consolidated revenue, respectively. Approximately 22% and 13% of our sales during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia Hydro and Power Authority, respectively. Approximately 14% of our sales during the year ended December 31, 2023, were made to Target Corporation. The majority of our sales to customers were made pursuant to specific contract terms and conditions for each project. **Revenue 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. Our revenue backlog as of December 31, 2024, was approximately $19,762, as compared to $16,668 as of December 31, 2023. During the year ended December 31, 2024, we experienced a surge in orders and contracts for our mobile EV charging solutions, e-Boost, which was the primary driver for the increase in our revenue backlog. **Competition** We experience intense competition from generator manufacturers and from distributors and servicers of such equipment. The number and size of our competitors varies considerably by product line and service category, with many of our competitors tending to be small, highly specialized or focused on a certain geographic market area or customer. A representative list of our direct competitors includes EV Power Pods LLC, DD Dannar LLC, Yoshi Inc., Caterpillar Inc., Cummins Inc. and Interstate Power Systems, Inc. **Raw Materials and Suppliers** The principal materials purchased by us are certain electrical and engine components such as generators, transfer switches, electric vehicle chargers and related parts from a variety of suppliers. These components are available from and supplied by numerous sources at competitive prices. Unanticipated increases in component prices or disruptions in supply could increase production costs and adversely affect our profitability. Our largest suppliers during the year ended December 31, 2024, included Taylor Power Systems, Inc., Gillette Generators Inc., Winco, Inc. and Kelly Generator & Equipment, Inc. **Research and Development** **** Because the industries in which we compete are characterized by rapid technological advances, our ability to compete successfully depends heavily upon our ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace. We continue to develop new technologies to enhance existing products and services, and to expand the range of our offerings through research and development (R&D), licensing of intellectual property and acquisition of third-party businesses and technology. During the years ended December 31, 2024 and 2023, we incurred $1,050 and $885, respectively, of R&D costs related to our mobile EV charging solutions, e-Boost. | 4 | | **Employees** As of December 31, 2024, we had 60 employees consisting of 59 full-time employees and 1 part-time employee. **Environmental** We are subject to numerous environmental laws and regulations concerning, among other areas, air emissions, discharges into waterways and the generation, handling, storing, transportation, treatment and disposal of waste materials. These laws and regulations are constantly changing and it is impossible to predict with accuracy the effect they may have on us in the future. Like many other industrial enterprises, our manufacturing operations entail the risk of noncompliance, which may result in fines, penalties and remediation costs, and there can be no assurance that such costs will be insignificant. To our knowledge, we are in substantial compliance with all federal, state, provincial and local environmental protection provisions, and believe that the future compliance cost should not have a material adverse effect on our capital expenditures, net income or competitive position. However, legal and regulatory requirements in these areas have been increasing and there can be no assurance that significant costs and liabilities will not be incurred in the future due to regulatory noncompliance. **Corporate History** We were originally formed in the State of Nevada in 2008. On November 30, 2009, we merged with and into Pioneer Power Solutions, Inc., a Delaware corporation, for the sole purpose of changing our state of incorporation from Nevada to Delaware and changing our name to Pioneer Power Solutions, Inc. On September 24, 2013, we completed an underwritten public offering, and our common stock began trading on the Nasdaq Capital Market under the symbol PPSI. **Available Information** Our corporate website is located at www.pioneerpowersolutions.com. On the investor relations section of our website, we make available, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file them with or furnish them to the Securities and Exchange Commission (SEC). The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events and press and earnings releases as part of the investor relations section of our website. The contents of and the information on or accessible through our corporate website, including the investor relations portion of our website, are not a part of, and are not intended to be incorporated into, this report or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only. | 5 | | **** **ITEM 1A. RISK FACTORS** *Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the following risks, together with the financial and other information contained in this Annual Report on Form 10K for the year ended December 31, 2024, and our other periodic filings with the SEC. Additional risks and uncertainties that we are unaware of may become important factors that affect us. If any of the following events occur, our business, financial conditions and operating results may be materially and adversely affected. In that event, the trading price of our common stock may decline, and you could lose all or part of your investment.* ** **Summary of Risk Factors** ** *Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading Risk Factors and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.* ** | | | We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our common stock; | | | | | | | | | | Failure to establish and maintain effective internal control over financial reporting may result in us not being able to accurately report our financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock; | | | | | | | | | | Our operating results may vary significantly from quarter to quarter, which makes our operating results difficult to predict and can cause our operating results in any particular period to be less than comparable quarters and expectations from time to time; | | | | | | | | | | Our industry is highly competitive; | | | | | | | | | | A significant portion of our revenues have historically been concentrated and derived from a few customers. Material or significant loss of business from these customers could have an adverse effect on our business, financial condition and operating results; | | | | | | | | | | Certain of our business units have historically generated operating losses and negative cash flows, which may result in the usage of our cash; | | | | | | | | | | Our operations have been curtailed following the PCEP Sale, and we have limited sources of revenue following such sale, which may negatively impact the value and liquidity of our common stock; | | | | | | | | | | The departure or loss of key personnel could disrupt our business; | | | | | | | | | | Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits; | | | | | | | | | | We may not be able to fully realize the revenue value reported in our backlog; | | | | | | | | | | We are subject to pricing pressure from our larger customers; | | | | | | | | | | Deterioration in the credit quality of several major customers could have a material adverse effect on our operating results and financial condition; | | | | | | | | | | We rely on third parties for key elements of our business whose operations are outside our control; | | | | | | | | | | Supply chain and shipping disruptions may result in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales and reputational damage, which may have a material adverse effect on our business, operating results and financial condition; | | | | | | | | | | Our business may face cybersecurity risk generally associated with our information technology systems which could materially affect our business, and our results of operations could be materially affected if our information technology systems (or third-party systems we rely on) are interrupted, damaged by unforeseen events, or fail for any extended period of time; | | | | | | | | | | Our business requires skilled labor, and we may be unable to attract and retain qualified employees; | | | | | | | | | | Delaware law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable; | | | | | | | | | | Our stock price may be volatile, which could result in substantial losses for investors; | | | 6 | | | | | Our risk management activities may leave us exposed to unidentified or unanticipated risks; | | | | | | | | | | Regulatory, environmental, monetary and other governmental policies could have a material adverse effect on our profitability; | | | | | | | | | | Global, market and economic conditions may negatively impact our business, financial condition and stock price; | | | | | | | | | | We face risks associated with litigation and claims, which could impact our financial results and condition; | | | | | | | | | | Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline; | | | | | | | | | | We are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared; | | | | | | | | | | There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected; | | | | | | | | | | Any acquisitions that we have completed, or may complete in the future, may not perform as planned and could disrupt our business and harm our financial condition and operations; | | | | | | | | | | The success of our business depends on achieving our strategic objectives, including dispositions; | | | | | | | | | | If we do not conduct an adequate due diligence investigation of a target business that we acquire, we may be required subsequently to take write downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment; | | | | | | | | | | We may be unable to generate internal growth; and | | | | | | | | | | In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our market price and liquidity. | | **** **Risks Relating to Our Business and Industry** **We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.** **** **** Section 404 of the Sarbanes-Oxley Act of 2002 requires that public companies evaluate and report on their systems of internal control over financial reporting. As disclosed in Part II, Item 9A, Controls and Procedures of this Comprehensive Form 10-K, our management, including our Chief Executive Officer and our Chief Financial Officer, has determined that we had a material weakness in our internal control over financial reporting as of December 31, 2024 related to the lack of sufficient accounting personnel which negatively impacted the Companys ability to maintain appropriate segregation of duties. As a result of this material weakness, the Companys management, under the supervision of the Audit Committee and with participation of the Companys Chief Executive Officer and Chief Financial Officer, concluded that the Companys internal control over financial reporting was not effective as of December 31, 2024. Although we are working to remedy the material weakness and ineffectiveness of the Companys internal control over financial reporting and disclosure controls and procedures, there can be no assurance as to when the remediation plan will be fully developed and implemented or the outcome of such remediation efforts, or that in the future, additional material weaknesses will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of the complexity of our business. Until our remediation plan is fully implemented, our management will continue to devote significant time, attention and financial resources to these efforts. If we do not complete our remediation in a timely fashion, or at all, or if our remediation plan is inadequate, there will continue to be an increased risk that our future consolidated financial statements could contain errors that will be undetected. If we continue to have this existing material weakness, other material weaknesses or significant deficiencies in the future, it could create a perception that our financial results do not fairly state our financial condition or results of operations. See *Part II. Item 9A Controls and Procedures.* This material weakness could adversely affect our business, reputation, revenues, results of operations, financial condition, and liquidity. They could also adversely affect our ability to timely file periodic reports under the Exchange Act, and limit our ability to access the capital markets through equity or debt issuances. Additional impacts could include a decline in our stock price, suspension of trading or delisting of our common stock by the Nasdaq Capital Market. Any of the foregoing could have an adverse effect on the value of our stock. For more information relating to the Companys internal control over financial reporting, the material weakness that existed as of December 31, 2024, and the remediation activities undertaken by us, see Part II, Item 9A, Controls and Procedures of this Comprehensive Form 10-K. See also *Failure to establish and maintain effective internal control over financial reporting may result in us not being able to accurately report our financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.* **** **** **** | 7 | | **** **Failure to establish and maintain effective internal control over financial reporting may result in us not being able to accurately report our financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.** **** We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (as defined below). Because we are continuing to implement remedial actions to strengthen our financial control and management systems, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the price of our common stock and harm our ability to raise capital in the future. If our management is unable to certify the effectiveness of our internal controls or if material weaknesses or significant deficiencies in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our common stock. As disclosed under Item 9A. Controls and Procedures in this Comprehensive Form 10-K, in connection with preparing our financial statements for the year ended December 31, 2024, management concluded that a material weakness existed in our internal control over financial reporting related to the lack of sufficient accounting personnel which negatively impacted the Companys ability to maintain appropriate segregation of duties. In addition, due to the same material weakness, we determined that our disclosure controls and procedures were not effective as of December 31, 2024. See *We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.* ** In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the price of our common stock and harm our ability to raise capital. Failure to accurately report our financial performance on a timely basis could also jeopardize our listing on the Nasdaq Capital Market. Delisting of our common stock on any exchange would reduce the liquidity of the market for our common stock, which would reduce the price of, and increase the volatility of, our common stock. We do not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all error or fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization will be detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. See also General Risk Factors *There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected*. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the price of our common stock. In addition, acquisitions can pose challenges in implementing the required processes, procedures and controls in the new operations. Companies that are acquired by us may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by the securities laws that currently apply to us. | 8 | | **Our operating results may vary significantly from quarter to quarter, which makes our operating results difficult to predict and can cause our operating results in any particular period to be less than comparable quarters and expectations from time to time.** Our quarterly results may fluctuate significantly from quarter to quarter due to a variety of factors, many of which are outside our control and have the potential to materially and adversely affect our results. Factors that affect our operating results include the following: | | the size, timing and terms of sales and orders, especially large customer orders; | | | | | | | | | variations caused by customers delaying, deferring or canceling purchase orders or making smaller purchases than expected; | | | | | | | | | the timing and volume of work under new agreements; | | | | | | | | | the spending patterns of customers; | | | | | | | | | customer orders received; | | | | | | | | | a change in the mix of our products having different margins; | | | | | | | | | a change in the mix of our customers, contracts and business; | | | | | | | | | increases in design and manufacturing costs; | | | | | | | | | the length of our sales cycles; | | | | | | | | | the rates at which customers renew their contracts with us; | | | | | | | | | changes in pricing by us or our competitors, or the need to provide discounts to win business; | | | | | | | | | a change in the demand or production of our products caused by severe weather conditions; | | | | | | | | | our ability to control costs, including operating expenses; | | | | | | | | | losses experienced in our operations not otherwise covered by insurance; | | | | | | | | | the ability and willingness of customers to pay amounts owed to us; | | | | | | | | | the timing of significant investments in the growth of our business, as the revenue and profit we hope to generate from those expenses may lag behind the timing of expenditures; | | | | | | | | | costs related to the acquisition and integration of companies or assets; | | | | | | | | | general economic trends, including changes in equipment spending or national or geopolitical events such as economic crises, wars or incidents of terrorism; and | | | | | | | | | future accounting pronouncements and changes in accounting policies. | | Accordingly, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for an entire year. **Our industry is highly competitive.** The electrical equipment manufacturing industry is highly competitive and barriers to entry to manufacture similar systems to the ones the Company sells is easily imitated. On the service side of the Companys business, we already compete with many other companies offering similar services. Many of these companies have a larger geographic footprint than Pioneer and substantially greater financial resources. **** **A significant portion of our revenues have historically been concentrated and derived from a few customers. Material or significant loss of business from customers could have an adverse effect on our business, financial condition and operating results.** **** We historically have depended, and expect to continue to depend on a small number of customers for a large portion of our business each quarter, due to the scope of certain projects. Any change in the level of orders from customers could have a significant impact on our results of operations, and a loss of business from customers could have an adverse effect on our business, financial condition and operating results. Approximately 22% and 13% of our sales during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia Hydro and Power Authority, respectively. The majority of our sales to these customers and other customers in the past were made pursuant to contract terms and conditions for each project and it is expected that future sales will similarly be made pursuant to the relevant contract terms and conditions for future projects. See Item 1. Business - Customers. **** | 9 | | **** **Certain of our business units have historically generated operating losses and negative cash flows, which may result in the usage of our cash.** **** After the sale of our PCEP business unit in October 2024, we now have one business unit (Critical Power), which has been unable to earn positive income and generate positive cash flow in its recent history. With $41,622 of cash on hand as of December 31, 2024, any such losses will negatively impact our cash balance. **** **Our operations have been curtailed following the PCEP Sale, and we have limited sources of revenue following such sale, which may negatively impact the value and liquidity of our common stock.** **** The PCEP Sale has reduced the size of our business operations, and our sources of revenue are limited to our Critical Power segment following the closing of the PCEP Sale. Although our board of directors may use a portion of the proceeds from the PCEP Sale to support the business operations remaining following the PCEP Sale, there can be no assurance that we will be successful at carrying out the operations of our remaining businesses, or that we will be successful at generating revenue. A failure by us to secure additional sources of revenue following the closing of the PCEP Sale could negatively impact the value and liquidity of our common stock. **** **The departure or loss of key personnel could disrupt our business.** We depend heavily on the continued efforts of Nathan J. Mazurek, our principal executive officer, and on other senior officers who are responsible for the day-to-day management of our operating subsidiary. In addition, we rely on our current electrical and mechanical design engineers, many of whom are important to our operations and would be difficult to replace. We cannot be certain that any of these individuals will continue in their respective capacities for any particular period of time. The departure or loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to manage our business. **Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits.** The principal materials purchased by us certain electrical and engine components such as generators, transfer switches, electric vehicle chargers and related parts from a variety of suppliers. These components are available from, and supplied by, numerous sources at competitive prices. Unanticipated increases in component prices or disruptions in supply could increase production costs and adversely affect our profitability. We cannot provide any assurances that we will not experience difficulties sourcing our materials in the future. **** **We may not be able to fully realize the revenue value reported in our backlog.** We routinely have a backlog of work to be completed on contracts representing a significant portion of our annual sales. As of December 31, 2024, our order backlog was $19,762. Orders included in our backlog are represented by customer purchase orders and service contracts that we believe to be firm. Backlog consists of customer orders that either (1) have not yet been started or (2) are in progress and are not yet completed. In the latter case, the revenue value reported in backlog is the remaining value associated with work that has not yet been billed and recognized as revenue. From time to time, customer orders are canceled that appeared to have a high certainty of going forward at the time they were recorded as new business taken. In the event of a customer order cancellation, we may be reimbursed for certain costs but typically have no contractual right to the total revenue reflected in our backlog. In addition to us being unable to recover certain direct costs, canceled customer orders may also result in additional unrecoverable costs due to the resulting underutilization of our assets. **We are subject to pricing pressure from our larger customers.** We face significant pricing pressures in our business segment from our larger customers. Because of their purchasing size, our larger customers can influence market participants to compete on price terms. Such customers also use their buying power to negotiate lower prices. If we are not able to offset pricing reductions resulting from these pressures by improved operating efficiencies and reduced expenditures, those price reductions may have an adverse impact on our financial results. **Deterioration in the credit quality of several major customers could have a material adverse effect on our operating results and financial condition.** A significant asset included in our working capital is accounts receivable from customers. If customers responsible for a significant amount of accounts receivable become insolvent or are otherwise unable to pay for products and services, or become unwilling or unable to make payments in a timely manner, our operating results and financial condition could be adversely affected. A significant deterioration in the economy could have an adverse effect on these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of managements expectations. Deterioration in the credit quality of our major customers could have a material adverse effect on our operating results and financial condition. | 10 | | **** **We rely on third parties for key elements of our business whose operations are outside our control.** We rely on arrangements with third-party shippers and carriers such as independent shipping companies for timely delivery of our products to our customers. As a result, we may be subject to carrier disruptions and increased costs due to factors that are beyond our control, including labor strikes, inclement weather, natural disasters and rapidly increasing fuel costs. If the services of any of these third parties become unsatisfactory, we may experience delays in meeting our customers product demands and we may not be able to find a suitable replacement on a timely basis or on commercially reasonable terms. Any failure to deliver products to our customers in a timely and accurate manner may damage our reputation and could cause us to lose customers. We also utilize third-party distributors to sell, install and service certain of our products. While we are selective in whom we choose to represent us, it is difficult for us to ensure that our distributors consistently act in accordance with the standards we set for them. To the extent any of our end-customers have negative experiences with any of our distributors or manufacturers representatives; it could reflect poorly on us and damage our reputation, thereby negatively impacting our financial results. **** **Supply chain and shipping disruptions may result in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales and reputational damage, which may have a material adverse effect on our business, operating results and financial condition.** **** Our third-party manufacturers and suppliers have experienced, and expect to continue to experience, supply chain disruption and shipping disruptions, including disruptions or delays in loading container cargo in ports of origin or off-loading cargo at ports of destination, congestion in port terminal facilities, labor supply and shipping container shortages, inadequate equipment and persons to load, dock and offload container vessels and for other reasons. These disruptions may impact our ability to receive materials and products from our manufacturers and suppliers, to distribute our products to our customers in a cost-effective and timely manner and to meet customer demand, all of which could have an adverse effect on our financial condition and results of operations. There can be no assurance that further unforeseen events impacting the supply chain will not have a material adverse effect on us in the future. Additionally, the impacts that supply chain disruptions have on our third-party manufacturers and suppliers are not within our control. It is not currently possible to predict how long it will take for these supply chain disruptions to cease or ease. Prolonged supply chain disruptions that may impact us or our manufacturers and suppliers could interrupt product manufacturing, increase raw material and product lead times, increase raw material and product costs, impact our ability to meet customer demand and result in lost sales and reputational damage, all of which could have a material adverse effect on our business, financial condition and results of operations. **Our business may face cybersecurity risk generally associated with our information technology systems which could materially affect our business, and our results of operations could be materially affected if our information technology systems (or third-party systems we rely on) are interrupted, damaged by unforeseen events, or fail for any extended period of time.** **** We rely on information systems (IS) in our business to obtain, rapidly process, analyze, manage and store data to among other things: | | receive, process and ship orders on a timely basis; and | | | | | | | | | manage the accurate billing and collections from our customers. | | IS risks have generally increased in recent years, and a cyberattack that bypasses our IS security systems causing an IS security breach may lead to a material disruption of our business operations and/or the loss of business information resulting in a material effect on our business. In addition, we develop products and provide services to our customers that are technology-based, and a cyberattack that bypasses the IS security systems of our products or services causing a security breach and/or perceived security vulnerabilities in our products or services could also cause significant reputational harm, and actual or perceived vulnerabilities may lead to claims against us by our customers. Perceived or actual security vulnerabilities in our products or services, or the perceived or actual failure by us or our customers who use our products to comply with applicable legal requirements, may not only cause us significant reputational harm, but may also lead to claims against us by our customers and involve fines and penalties, costs for remediation, and settlement expenses. Our IS utilize certain third-party service organizations that manage a portion of our information systems, and our business may be materially affected if these third-party service organizations are subject to an IS security breach. Risks associated with these and other IS security breaches may include, among other things: | | future results could be materially affected due to theft, destruction, loss, misappropriation or release of confidential data or intellectual property; | | | | | | | | | operational or business delays resulting from the disruption of information systems and subsequent clean-up and mitigation activities; | | | | | | | | | we may incur claims, fines and penalties, and costs for remediation, or substantial defense and settlement expenses; and | | | | | | | | | negative publicity resulting in reputation or brand damage with our customers, partners or industry peers. | | We have various insurance policies, covering risks in amounts that we consider adequate. There can be no assurance that the insurance coverage we maintain is sufficient or will be available in adequate amounts or at a reasonable cost. Successful claims for misappropriation or release of confidential or personal data brought against us in excess of available insurance or fines or other penalties assessed or any claim that results in significant adverse publicity against us could have a material adverse effect on our business and our reputation. | 11 | | **Our business requires skilled labor, and we may be unable to attract and retain qualified employees.** Our ability to maintain our productivity and profitability will be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may experience shortages of qualified personnel. We cannot be certain that we will be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy or that our labor expenses will not increase as a result of a shortage in the supply of skilled personnel. Labor shortages, increased labor costs or loss of our most skilled workers could impair our ability to deliver on time to our customers (thereby creating a risk that we lose our customers to competition) and would inhibit our ability to maintain our business or grow our revenues, and may adversely impact our profitability. An overall tightening and increasingly competitive labor market has been observed in the United States. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased wage rates to attract and retain employees, and could negatively affect our ability to efficiently operate our manufacturing facilities and overall business. If we are unable to hire and retain employees capable of performing at a high-level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows. **** **Risks Relating to Our Organization** **Delaware law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.** Our board of directors is authorized to issue shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations of the preferred stock. Accordingly, we may issue shares of preferred stock with a preference over our common stock with respect to dividends or distributions on liquidation or dissolution, or that may otherwise adversely affect the voting or other rights of the holders of common stock. Issuances of preferred stock, depending upon the rights, preferences and designations of the preferred stock, may have the effect of delaying, deterring or preventing a change of control, even if that change of control might benefit our stockholders. In addition, we are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless (i) prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (ii) the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Section 203 of the Delaware General Corporation Law could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. **General Risk Factors** **** **Our stock price may be volatile, which could result in substantial losses for investors.** The market price of our common stock is highly volatile and could fluctuate widely in response to various factors, many of which are beyond our control, including the following: | | technological innovations or new products and services by us or our competitors; | | | | | | | | | additions or departures of key personnel, including Nathan J. Mazurek, our chairman, president and chief executive officer; | | | | | | | | | sales of our common stock, including management shares; | | | 12 | | | | limited availability of freely-tradable unrestricted shares of our common stock to satisfy purchase orders and demand; | | | | | | | | | our ability to execute our business plan; | | | | | | | | | operating results that fall below expectations; | | | | | | | | | loss of any strategic relationship; | | | | | | | | | industry developments; | | | | | | | | | economic and other external factors; | | | | | | | | | our ability to manage the costs of maintaining adequate internal financial controls and procedures in connection with the acquisition of additional businesses; | | | | | | | | | period-to-period fluctuations in our financial results; and | | | | | | | | | announcements of acquisitions. | | In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also significantly affect the market price of our common stock. **** **Our risk management activities may leave us exposed to unidentified or unanticipated risks.** Although we maintain insurance policies for our business, these policies contain deductibles and limits of coverage. We estimate our liabilities for known claims and unpaid claims and expenses based on information available as well as projections for claims incurred but not reported. However, insurance liabilities are difficult to estimate due to various factors and we may be unable to effectively anticipate or measure potential risks to our company. If we suffer unexpected or uncovered losses, any of our insurance policies or programs are terminated for any reason or are not effective in mitigating our risks, we may incur losses that are not covered by our insurance policies or that exceed our accruals or that exceed our coverage limits and could adversely impact our consolidated results of operations, cash flows and financial position. **** **Regulatory, environmental, monetary and other governmental policies could have a material adverse effect on our profitability.** **** We are subject to international, federal, provincial, state and local laws and regulations governing environmental matters, including emissions to air, discharge to waters and the generation and handling of waste. We are also subject to laws relating to occupational health and safety. The operation of manufacturing plants involves a high level of susceptibility in these areas, and there is no assurance that we will not incur material environmental or occupational health and safety liabilities in the future. Moreover, expectations of remediation expenses could be affected by, and potentially significant expenditures could be required to comply with, environmental regulations and health and safety laws that may be adopted or imposed in the future. Future remediation technology advances could adversely impact expectations of remediation expenses. We can give no assurance that any lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. Types of potential litigation cases include product liability, contract, employment-related, labor relations, personal injury or property damage, intellectual property, stockholder claims and claims arising from any injury or damage to persons, property or the environment from hazardous substances used, generated or disposed of in the conduct of our business. Adverse outcomes in some or all of these claims may result in significant monetary damages that could adversely affect our ability to conduct our business. **Global, market and economic conditions may negatively impact our business, financial condition and stock price.** Concerns over inflation, geopolitical issues, the U.S. financial markets, capital and exchange controls, unstable global credit markets and financial conditions, have led to periods of significant economic instability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, and increased unemployment rates. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. In addition, there is a risk that one or more of our current or future service providers, manufacturers, suppliers, our third-party payors, and other partners could be negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule and on budget or meet our business and financial objectives. In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations. There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease. In addition, the consequences of the ongoing conflict between Israel and Hamas, and the ongoing conflict between Russia and Ukraine, 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. | 13 | | Additionally, since the start of the Trump Administration in 2025, U.S. policy changes have been implemented at a rapid pace and additional changes are likely. 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. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them. **We face risks associated with litigation and claims, which could impact our financial results and condition.** Our business, results of operations and financial condition could be affected by significant litigation or claims adverse to us. Types of potential litigation cases include product liability, contract, employment-related, labor relations, personal injury or property damage, intellectual property, trade secret or unfair competition claims, stockholder claims and claims arising from any injury or damage to persons, property or the environment from hazardous substances used, generated or disposed of in the conduct of our business. We have been involved in the past and may in the future be involved in legal proceedings. **Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.** Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock and make it more difficult for us to raise funds through future offerings of common stock. Our stockholders and the holders of our options and warrants may sell substantial amounts of our common stock in the public market. The availability of these shares of our common stock for resale in the public market has the potential to cause the supply of our common stock to exceed investor demand, thereby decreasing the price of our common stock. In addition, the fact that our stockholders, option holders and warrant holders can sell substantial amounts of our common stock in the public market, whether or not sales have occurred or are occurring, could make it more difficult for us to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. **** **We are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared.** We are subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended (the Exchange Act), including the requirements of Section 404 of the Sarbanes-Oxley Act. Section 404 requires us to conduct an annual management assessment of the effectiveness of our internal controls over financial reporting. These reporting and other obligations place significant demands on our management, administrative, operational, internal audit and accounting resources. Any failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price. In addition, our internal controls will also include those of any company or business that we may acquire in the future. Acquired companies or businesses are likely to have different standards, controls, contracts, procedures and policies, making it more difficult to implement and harmonize company-wide financial, accounting, information and other systems. As a result, our internal controls may become more complex and we may require significantly more resources to ensure they remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, either in our existing business or in businesses that we may acquire, could harm our operating results or cause us to fail to meet our reporting obligations. **** **There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.** The ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 require us to identify material weaknesses in internal control over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Our management, including our chief executive officer and chief financial officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. | 14 | | In addition, discovery and disclosure of a material weakness, including the material weakness identified in our internal control over financial reporting as of December 31, 2024, by definition, could have a material adverse impact on our consolidated financial statements. Such an occurrence could discourage certain customers or suppliers from doing business with us and adversely affect how our stock trades. This could in turn negatively affect our ability to access equity markets for capital. **** **Any acquisitions that we have completed, or may complete in the future, may not perform as planned and could disrupt our business and harm our financial condition and operations.** In an effort to effectively compete in the specialty electrical equipment manufacturing and service businesses, where increasing competition and industry consolidation prevail, we have sought to acquire complementary businesses in the past and will continue to do so in the future. In the event of any future acquisitions, we could: | | issue additional securities that would dilute our current stockholders percentage ownership or provide the purchasers of the additional securities with certain preferences over those of common stockholders, such as dividend or liquidation preferences; | | | | | | | | | incur debt and assume liabilities; and | | | | | | | | | incur large and immediate write-offs of intangible assets, accounts receivable or other assets. | | These events could result in significant expenses and decreased revenue, which could adversely affect the market price of our common stock. In addition, integrating acquired businesses and completing any future acquisitions involve numerous operational and financial risks. These risks include difficulty in assimilating acquired operations, diversion of managements attention, and the potential loss of key employees or customers of acquired operations. Furthermore, companies acquired by us may not generate financial results consistent with our managements plans at the time of acquisition. **** **The success of our business depends on achieving our strategic objectives, including dispositions.** **** We continue to evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives. Alternatively, we may dispose of a business at a price or on terms that are less than we had anticipated, or with the exclusion of assets that must be divested separately. After reaching an agreement with a buyer for the disposition of a business, the transaction remains subject to the satisfaction of pre-closing conditions, which may prevent us from completing the transaction. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, transition service agreements, guarantees, indemnities or other current or contingent financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside our control could affect our future financial results. **If we do not conduct an adequate due diligence investigation of a target business that we acquire, we may be required subsequently to take write downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.** As part of our acquisition strategy, we will need to conduct a due diligence investigation of one or more target businesses. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. We may have limited time to conduct such due diligence. Even if we conduct extensive due diligence on a target business that we acquire, we cannot assure you that this diligence will uncover all material issues relating to a particular target business, or that factors outside of the target business and outside of our control will not later arise. If our diligence fails to identify issues specific to a target business or the environment in which the target business operates, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature may cause us to violate net worth or other covenants that we may be subject to as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. | 15 | | **We may be unable to generate internal growth.** Our ability to generate internal growth will be affected by, among other factors, our ability to attract new customers, increases or decreases in the number or size of orders received from existing customers, hiring and retaining skilled employees and increasing volume utilizing our existing facilities. Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that our strategies will be implemented with positive results or that we will be able to generate cash flow sufficient to fund our operations and to support internal growth. If we do not achieve internal growth, our results of operations will suffer and we will likely not be able to expand our operations or grow our business. **** **In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted, which could affect our market price and liquidity.** Our common stock is listed on the Nasdaq Capital Market. For continued listing on the Nasdaq Capital Market, we will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the minimum stockholders equity requirement, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that we fail to satisfy any of the listing requirements of the Nasdaq Capital Market, our common stock may be delisted. If our securities are delisted from trading on the Nasdaq Capital Market, and we are not able to list our securities on another exchange or to have them quoted on the Nasdaq Capital Market, our securities could be quoted on the OTC Markets. As a result, we could face significant adverse consequences including: | | | a limited availability of market quotations for our securities; | | | | | | | | | | a determination that our common stock is a penny stock, which would require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | | a limited amount of news and analyst coverage; and | | | | | | | | | | a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain additional financing in the future). | | **** **ITEM 1B. UNRESOLVED STAFF COMMENTS.** Not applicable. **** **ITEM 1C. CYBERSECURITY** **** We operate in the industrial sector, which is subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation and legal risk; and reputational risk. We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our employees, customers, and corporate data and prevent data loss and other security breaches, including a cybersecurity risk assessment program. Both management and our board of directors are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents. Our current cybersecurity risk assessment program consists of not only real-time monitoring of things from patching policies to mandatory multi-factor authentication, but also policies in place for encryption of data both in transmission and at rest. The program outlines governance, policies and procedures, and technology we use to oversee and identify risks from cybersecurity threats and is informed by previous cybersecurity incidents we have observed in our company, in our industry, and as reported by our cybersecurity partner CCS Business Solutions, Inc. Management, along with CCS Business Solutions, Inc., are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. The individuals currently serving in these roles are the Chief Financial Officer as the representative of our management, and the CEO of CCS Business Solutions, Inc. The CEO of CCS Business Solutions, Inc. has over 20 years of experience in the technology industry, with most of that experience being specifically in cybersecurity. He also has formal education with a degree in Computer Science with a concentration in Artificial Intelligence, mainly involving self-learning algorithms. The board of directors is responsible for oversight of risks from cybersecurity threats in conjunction with our senior management team and CCS Business Solutions, Inc. This includes receiving reports and updates from our outside partner CCS Business Solutions, Inc. with respect to the management of risks from cybersecurity threats. Such reports cover our information technology security program, including its current status, capabilities, objectives and plans, as well as the evolving cybersecurity threat landscape. Additionally, the board of directors considers risks from cybersecurity threats as part of its oversight of our business strategy and risk management. | 16 | | We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including assessments of our data access in the form of user audits, real-time monitoring of risk on a per system level as it pertains to AV completeness, system vulnerabilities, and third-party patching. In addition to this, we actively monitor and practice disaster recovery and business continuity plans in the event that any risk is able to circumvent the controls we have in place. We leverage the advice of third-party consultants and auditors to help us assess and identify risks from cybersecurity threats, including the threat of a cybersecurity incident, and manage our risk assessment program. Among other things, these providers perform an audit of the datacenter from the top down annually, to ensure that controls are effective, still implemented to the fullest, and are meeting industry standards. We also have policies and procedures to oversee and identify the risks from cybersecurity threats associated with our use of third-party service providers. Our core third-party service provider in the technology space is audited yearly through our Sarbanes Oxley process, providing line-of sight to their internal operations along with their SSAE-16 certification. To date, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition. However, an actual or perceived breach of our security could damage our reputation, or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition. It is for this reason we are constantly reevaluating our cybersecurity stance, posturing against industry standards to try and effectively mitigate our risk. We currently maintain a cyber liability insurance policy. However, our cyber liability insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our cyber liability insurance policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert managements attention from our business and operations. **** **ITEM 2. PROPERTIES.** | | | | | Approximate | | Owned or | | | | | | | square | | lease | | | Location | | Description | | footage | | expiration date | | | Champlin, Minnesota | | Manufacturing, sales, service and warehouse | | | 16,000 | | | March 2026 | | | Miami, Florida | | Sales, service and warehouse | | | 3,600 | | | December 2029 | | | Fort Lee, New Jersey | | Corporate management and sales office | | | 2,700 | | | December 2025 | | We believe our facilities are well maintained, in proper condition to operate at higher than current levels and are adequately insured. We do not anticipate significant difficulty in renewing or extending existing leases as they expire, or in replacing them with equivalent facilities or office locations. **** **ITEM 3. LEGAL PROCEEDINGS** From time to time, we may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. As of the date hereof, we are not aware of or a party to any legal proceedings to which we or our subsidiary is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities that we believe could have a material adverse effect on our business, financial condition or operating results. We can give no assurance that any lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity or operating results. We are not aware of any material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest. **ITEM 4. MINE SAFETY DISCLOSURES.** Not applicable. | 17 | | **** **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.** Our common stock has been listed on the Nasdaq Capital Market under the symbol PPSI since September 19, 2013. Prior to that time, it was quoted on the OTCQB. The last reported sales price of our common stock on the Nasdaq Capital Market on April 11, 2025, was $2.53 per share. As of April 11, 2025, there were 38 holders of record of our common stock. U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted). We have previously paid dividends to our stockholders, and on January 7, 2025, we paid a one-time special cash dividend of an aggregate of $16,665. We currently do not expect that comparable cash dividends will continue to be paid in the future. We did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2024. **ITEM 6. [RESERVED].** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.** *You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this annual report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements.* ** **Overview** We design, manufacture, integrate, service and sell distributed energy resources, on site power generation equipment and mobile EV charging solutions. Our products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Our customers include, but are not limited to, Federal and State government entities, package delivery business, school bus fleet operators, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration. ** | 18 | | ** We intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering, sales and marketing personnel. Following the sale of our PCEP business unit in October 2024, described below under Recent Developments, we currently have one reportable segment: Critical Power. Our Critical Power business provides customers with our suite of mobile e-Boost EV charging solutions, power generation equipment and all forms of preventative maintenance, repairs, remote monitoring and other service on our customers equipment. These products and services are marketed by our operations headquartered in Minnesota, currently doing business under the Titan, Pioneer eMobility and Pioneer Critical Power brand names. **** **** U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted). **** **Recent Developments** ** On October 29, 2024, we entered into an Equity Contribution and Purchase Agreement (the Equity Purchase Agreement), by and among us, PCEP, Voltaris Power LLC (the Buyer) and Pioneer Investment LLC (Investment). Pursuant to the terms of the Equity Purchase Agreement, we agreed to: | (i) | contribute 4% of all of the issued and outstanding equity interests of PCEP to Investment (the Rollover Interests) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investments issued and outstanding common units on the Closing Date (as defined below)) (the Rollover Units) to us; and | | | (ii) | sell all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the Equity Transaction). | | The Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investments issuance of the Rollover Units to us. The Equity Transaction contains customary terms and conditions and are subject to working capital adjustments. Following the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the Closing Date). PCEP represented the entirety of our Electrical Infrastructure segment. The PCEP Sale was a result of a strategic change to the operations of our business. **** **** **** **** **Critical Accounting Estimates** ** The preparation of consolidated financial statements and related disclosures are in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. As of December 31, 2024, no critical accounting estimates have been identified. In addition, there are other items within our consolidated financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our consolidated financial statements. ** Our significant accounting policies are more fully described in Note 3 Summary of Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Annual Report. ** | 19 | | **** **RESULTS OF OPERATIONS** **Overview of December 31, 2024, and 2023 Operating Results** Selected financial and operating data for our reportable business segment for the most recent two years is summarized below. This information, as well as the selected financial data provided in Note 13 and our Consolidated Financial Statements and related notes included in this Annual Report on Form 10-K, should be referred to when reading our discussion and analysis of results of operations below. Our summary of operating results during the years ended December 31, 2024, and 2023 are as follows (in thousands): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Revenues | | | | | | | | | | | Critical Power Solutions | | $ | 22,879 | | | $ | 11,116 | | | | Cost of goods sold | | | | | | | | | | | Critical Power Solutions | | | 17,365 | | | | 8,891 | | | | Gross profit | | | 5,514 | | | | 2,225 | | | | Selling, general and administrative | | | 9,672 | | | | 8,190 | | | | Depreciation and amortization | | | 40 | | | | 185 | | | | Research and development | | | 1,050 | | | | 885 | | | | Total operating expenses | | | 10,762 | | | | 9,260 | | | | Operating loss from continuing operations | | | (5,248 | ) | | | (7,035 | ) | | | Interest income | | | 431 | | | | 232 | | | | Other income, net | | | 50 | | | | 524 | | | | Loss before income taxes | | | (4,767 | ) | | | (6,279 | ) | | | Income tax benefit | | | (1,418 | ) | | | - | | | | Net loss from continuing operations | | | (3,349 | ) | | | (6,279 | ) | | | Income from discontinued operations, net of income taxes | | | 35,204 | | | | 4,381 | | | | Net income (loss) | | $ | 31,855 | | | $ | (1,898 | ) | | *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 December 31, 2024, from our Critical Power business was $19,762, an increase of $3,094, or 18.6%, when compared to $16,668 as of December 31, 2023. The following table represents the progression of our backlog as of December 31, 2024 and 2023 (in thousands): | | | December 31, | | | | | | 2024 | | | 2023 | | | | Critical Power Solutions | | $ | 19,762 | | | $ | 16,668 | | | | Order backlog | | | 19,762 | | | | 16,668 | | | | Discountinued operation | | | - | | | | 28,497 | | | | Total order backlog | | $ | 19,762 | | | $ | 45,165 | | | | 20 | | **Revenue** The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | Variance | | | % | | | | Critical Power Solutions | | | | | | | | | | | | | | | | | | | Equipment | | | 12,262 | | | | 3,413 | | | | 8,849 | | | | 259.3 | | | | Service | | | 10,617 | | | | 7,703 | | | | 2,914 | | | | 37.8 | | | | Total revenue | | $ | 22,879 | | | $ | 11,116 | | | $ | 11,763 | | | | 105.8 | | | For the year ended December 31, 2024, our revenue from our Critical Power segment increased by $11,763, or 105.8% to $22,879, up from $11,116 during the year ended December 31, 2023, primarily due to an increase in shipments and rentals of our suite of mobile EV charging equipment, e-Boost. **Gross Profit and Margin** The following table represents our gross profit for the periods indicated (in thousands, except percentages): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | Variance | | | % | | | | Critical Power Solutions | | | | | | | | | | | | | | | | | | | Gross profit | | | 5,514 | | | | 2,225 | | | | 3,289 | | | | 147.8 | | | | Gross margin % | | | 24.1 | | | | 20.0 | | | | 4.1 | | | | | | | For the year ended December 31, 2024, our gross margin from our Critical Power segment increased to 24.1% of revenues, as compared to 20.0% during the year ended December 31, 2023. The increase was predominately due to the increase in sales of our e-Boost equipment from our Pioneer eMobility business. **** | 21 | | **** **Operating Expenses** The following table represents our operating expenses for the periods indicated (in thousands, except percentages): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | Variance | | | % | | | | Selling, general and administrative | | $ | 9,712 | | | $ | 8,375 | | | $ | 1,337 | | | | 16.0 | | | | Research and development | | | 1,050 | | | | 885 | | | | 165 | | | | 18.6 | | | | Total operating expense | | $ | 10,762 | | | $ | 9,260 | | | $ | 1,502 | | | | 16.2 | | | *Selling, General and Administrative Expense*. For the year ended December 31, 2024, consolidated selling, general and administrative expense increased by approximately $1,337, or 16.0%, to $9,712, as compared to $8,375 during the year ended December 31, 2023, primarily due to an increase in payroll related expense. As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 42.4% in the year ended December 31, 2024, as compared to 75.3% in the year ended December 31, 2023 primarily due to the increase in total revenue during the year ended December 31, 2024. *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, depreciation, contract services and other related costs. During the year ended December 31, 2024, we incurred $1,050 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $885 for the year ended December 31, 2023. **Income from Discontinued Operations** **** Income from discontinued operations, net of tax was $35,204 during the year ended December 31, 2024, as compared to $4,381 during the year ended December 31, 2023. The increase is primarily due to the gain on the sale of our Electrical Infrastructure segment. **** | 22 | | **** **Operating Income (Loss) from Continuing Operations** The following table represents our operating loss for the periods indicated (in thousands): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | Variance | | | % | | | | Operating loss from continuing operations | | $ | (5,248 | ) | | $ | (7,035 | ) | | $ | 1,787 | | | | 25.4 | | | During the year ended December 31, 2024, our operating loss from continuing operations decreased by approximately $1,787, or 25.4%, to $5,248, as compared to $7,035 during the year ended December 31, 2023, primarily due to an increase in sales and rentals of our e-Boost equipment from our Pioneer eMobility business in addition to an increase in service sales. **Non-Operating Income from Continuing Operations** *Interest Income*. For the year ended December 31, 2024, we had interest income of approximately $431, as compared to interest income of approximately $232 during the year ended December 31, 2023. We generated the majority of our interest income from our cash on hand during the year ended December 31, 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 year ended December 31, 2024, other non-operating income was $50, as compared to other non-operating expense of $524 during the year ended December 31, 2023. Included in other non-operating income during the year ended December 31, 2023, was a settlement gain of $525 related to a legal matter and no such gain was recognized during the year ended December 31, 2024. *Provision for Income Taxes*. Our provision for income taxes reflects an effective tax rate on loss before taxes of 29.7% for the year ended December 31, 2024, as compared to 0.0% for the year ended December 31, 2023, as set forth below (in thousands): | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | Variance | | | | Loss before income taxes | | $ | (4,767 | ) | | $ | (6,279 | ) | | $ | 1,512 | | | | Income tax income | | | (1,418 | ) | | | - | | | | (1,418 | ) | | | Effective income tax rate % | | | (29.7 | ) | | | - | | | | (29.7 | ) | | **** **Net Loss per Share from Continuing Operations** We generated a net loss from continuing operations of $4,767 for the year ended December 31, 2024, as compared to $6,279 during the year ended December 31, 2023. Our net loss from continuing operations per basic and diluted share for the year ended December 31, 2024, was $0.31, compared to a net loss from continuing operations per basic and diluted share of $0.63 for the year ended December 31, 2023. **** | 23 | | **** **LIQUIDITY AND CAPITAL RESOURCES** **** *General*. 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 December 31, 2024, we 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 year ended December 31, 2024, we 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 us under the ATM Program. As of December 31, 2024, $69,853 of common stock remained available for issuance under the ATM Program. As of December 31, 2024, we had $41,622 of cash on hand generated from the PCEP Sale and the sale of common stock under the ATM Program. On October 29, 2024, we closed on the PCEP Sale for gross cash proceeds of $48,000. The continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by our clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, we are unable to predict the potential size and duration of the impact on our revenue and our results of operations, if any. The extent of the potential impact of these macroeconomic factors on our operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on our clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. We continue to monitor the effects of these macroeconomic factors and intend to take steps deemed appropriate to limit the impact on our business. During the year ended December 31, 2024, 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 consolidated statements of cash flows. *Cash Used in Operating Activities*. Cash used in our operating activities was $6,212 during the year ended December 31, 2024, as compared to cash used in our operating activities of $3,895 during the year ended December 31, 2023. The increase in cash used in operating activities is primarily due to working capital fluctuations. *Cash Provided by/ Used in Investing Activities.* Cash provided by investing activities during the year ended December 31, 2024, was $38,876, as compared to cash used in our investing activities of $2,496 during the year ended December 31, 2023. The increase in cash provided by investing activities is primarily due to the PCEP Sale during the year ended December 31, 2024. During the years ended December 31, 2024 and 2023, additions to our property and equipment were $3,759 and $2,496, respectively. *Cash Provided by/ Used in Financing Activities.* Cash provided by our financing activities was $5,376 during the year ended December 31, 2024, as compared to cash used in our financing activities $323 during the year ended December 31, 2023. The increase in cash provided by financing activities is primarily due to the sale of common stock under the ATM Program. ** *Working Capital*. As of December 31, 2024, we had working capital of $26,679, including $41,622 of cash, compared to working capital of $9,421, including $3,582 of cash on hand as of December 31, 2023. *Assessment of Liquidity*. As of December 31, 2024, we had $41,622 of cash on hand generated primarily from the PCEP Sale and the sale of common stock under the ATM Program. 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 and the sale of common stock under the ATM Program. 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 consolidated financial statements are issued. | 24 | | As of December 31, 2024, 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 $3,759 during the year ended December 31, 2024, as compared to $2,496 additions during the year ended December 31, 2023. **Known Trends, Events, Uncertainties and Factors That May Affect Future Operations** We believe that our future operating results will continue to be subject to quarterly variations based upon a wide variety of factors, including the cyclical nature of the electrical equipment industry and the markets for our products and services. Our operating results could also be impacted by changing customer requirements and exposure to fluctuations in prices of important raw supplies, such as copper, steel and aluminum. We have various insurance policies, including cybersecurity, covering risks in amounts that we consider adequate. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing efficiency and through increases in prices where competitively feasible. Lastly, other economic conditions we cannot foresee may affect customer demand. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. We predominately sell to customers in the industrial production 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 Risk Factors and Special Note Regarding Forward-Looking Statements. **New Accounting Pronouncements** The information required by this Item is provided in Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements for the year ended December 31, 2024, included in this Annual Report on Form 10-K. **** **Recent Accounting Pronouncements** **** There have been no recent accounting pronouncements not yet adopted by us which would have a material impact on our consolidated financial statements. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.** Not applicable. | 25 | | **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.** | | Page | | | Consolidated Financial Statements for the Years Ended December 31, 2024, and 2023 | | | | | | | | Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; New York, NY; PCAOB ID#243 | 27 | | | Report of Independent Registered Public Accounting Firm (Marcum LLP; Saddle Brooke, NJ; PCAOB ID#688) | 28 | | | Consolidated Statements of Operations | 29 | | | Consolidated Balance Sheets | 30 | | | Consolidated Statements of Cash Flows | 31 | | | Consolidated Statements of Changes in Stockholders Equity | 32 | | | Notes to the Consolidated Financial Statements | 33 | | | 26 | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Shareholders and Board of Directors Pioneer Power Solutions, Inc. Fort Lee, New Jersey **Opinion on the Consolidated Financial Statements** We have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc. (the Company) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. **Critical Audit Matter** The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. **Revenue Recognition** As described in Note 2 and Note 3 to the consolidated financial statements, the Companys principal products and services include electric power systems and equipment, distributed energy resources, power generation equipment and mobile electric vehicle charging solutions. 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. We identified the timing of revenue recognition related to the Companys products and services as a critical audit matter. Auditing the timing of those revenue transactions was especially challenging due to the significant audit effort involved in performing the procedures, given the significance of revenue, and the volume and magnitude of sales transactions. The primary procedures we performed to address this critical audit matter included: | | Obtaining a sample of contracts and evaluating the key terms included in those contracts. | | | | Evaluating the timing when the Company satisfied its performance obligations for a sample of sales transactions by agreeing invoices to shipping documents, service reports or confirming with customers, where applicable. | | /s/ BDO USA, P.C. We have served as the Companys auditor since 2024. New York, New York April 14, 2025 | 27 | | **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders and Board of Directors of Pioneer Power Solutions, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheet of Pioneer Power Solutions, Inc. (the Company) as of December 31, 2023, the related consolidated statements of operations, changes in stockholders equity and cash flows for the year ended December 31, 2023 and the related notes ( collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows the year then ended in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of consolidated the financial statements. We believe that our audit provides a reasonable basis for our opinion. **Critical Audit Matters** Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum LLP Marcum LLP We served as the Companys auditor from 2022 to November 2024 Saddle Brook, NJ July 26, 2024, except for Discontinued Operations in Note 11 and Business Segment, Geographic and Customer Information in Note 13, as to which date is April 14, 2025 | 28 | | **PIONEER POWER SOLUTIONS, INC.** **Consolidated Statements of Operations** **(In thousands, except for share and per share amounts)** **** | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Revenues | | $ | 22,879 | | | $ | 11,116 | | | | Cost of goods sold | | | 17,365 | | | | 8,891 | | | | Gross profit | | | 5,514 | | | | 2,225 | | | | Operating expenses | | | | | | | | | | | Selling, general and administrative | | | 9,712 | | | | 8,375 | | | | Research and development | | | 1,050 | | | | 885 | | | | Total operating expenses | | | 10,762 | | | | 9,260 | | | | Operating loss from continuing operations | | | (5,248 | ) | | | (7,035 | ) | | | Interest income, net | | | 431 | | | | 232 | | | | Other income, net | | | 50 | | | | 524 | | | | Loss before income taxes | | | (4,767 | ) | | | (6,279 | ) | | | Income tax benefit | | | (1,418 | ) | | | - | | | | Net loss from continuing operations | | | (3,349 | ) | | | (6,279 | ) | | | Income from discontinued operations, net of income taxes | | | 35,204 | | | | 4,381 | | | | Net income (loss) | | $ | 31,855 | | | $ | (1,898 | ) | | | | | | | | | | | | | | Basic (loss) earnings per share: | | | | | | | | | | | Loss from continuing operations | | $ | (0.31 | ) | | $ | (0.63 | ) | | | Earnings from discontinued operations | | | 3.28 | | | | 0.44 | | | | Basic earnings (loss) per share | | $ | 2.97 | | | $ | (0.19 | ) | | | | | | | | | | | | | | Diluted (loss) earnings per share: | | | | | | | | | | | Loss from continuing operations | | $ | (0.31 | ) | | $ | (0.63 | ) | | | Earnings from discontinued operations | | | 3.21 | | | | 0.43 | | | | Diluted earnings (loss) per share | | $ | 2.90 | | | $ | (0.20 | ) | | | | | | | | | | | | | | Weighted average common shares outstanding: | | | | | | | | | | | Basic | | | 10,745,217 | | | | 9,905,234 | | | | Diluted | | | 10,953,861 | | | | 10,127,188 | | | The accompanying notes are an integral part of these consolidated financial statements. **** | 29 | | **PIONEER POWER SOLUTIONS, INC.** **Consolidated Balance Sheets** **(In thousands, except for share amounts)** **** | | | 2024 | | | 2023 | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | ASSETS | | | | | | | | | | | Current assets | | | | | | | | | | | Cash | | $ | 41,622 | | | $ | 3,582 | | | | Accounts receivable, net of allowance for credit losses of $13 and $0 as of December 31, 2024 and 2023, respectively | | | 7,826 | | | | 1,219 | | | | Inventories | | | 6,068 | | | | 3,078 | | | | Prepaid expenses and other current assets | | | 1,141 | | | | 6,159 | | | | Current assets held for sale | | | - | | | | 13,645 | | | | Total current assets | | | 56,657 | | | | 27,683 | | | | Property and equipment, net | | | 6,503 | | | | 3,601 | | | | Operating lease right-of-use assets | | | 530 | | | | 425 | | | | Financing lease right-of-use assets | | | 221 | | | | 403 | | | | Deferred financing costs | | | - | | | | 195 | | | | Investments | | | 2,000 | | | | - | | | | Other assets | | | 40 | | | | 40 | | | | Noncurrent assets held for sale | | | - | | | | 675 | | | | Total assets | | $ | 65,951 | | | $ | 33,022 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 4,543 | | | $ | 8,111 | | | | Current portion of operating lease liabilities | | | 244 | | | | 237 | | | | Current portion of financing lease liabilities | | | 109 | | | | 139 | | | | Deferred revenue | | | 991 | | | | 307 | | | | Consideration due to buyer | | | 3,347 | | | | - | | | | Income taxes payable | | | 4,079 | | | | - | | | | Dividend payable | | | 16,665 | | | | - | | | | Current liabilities held for sale | | | - | | | | 9,468 | | | | Total current liabilities | | | 29,978 | | | | 18,262 | | | | Operating lease liabilities, non-current portion | | | 301 | | | | 215 | | | | Financing lease liabilities, non-current portion | | | 121 | | | | 278 | | | | Other long-term liabilities | | | 122 | | | | 49 | | | | Total liabilities | | | 30,522 | | | | 18,804 | | | | Commitments and contingencies (Note 7) | | | - | | | | | | | | Stockholders equity | | | | | | | | | | | Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued | | | - | | | | - | | | | Common stock, $0.001 par value, 30,000,000 shares authorized; 11,120,266 and 9,930,022 shares issued and outstanding on December 31, 2024 and 2023, respectively | | | 11 | | | | 10 | | | | Additional paid-in capital | | | 35,418 | | | | 33,837 | | | | Accumulated deficit | | | - | | | | (19,629 | ) | | | Total stockholders equity | | | 35,429 | | | | 14,218 | | | | Total liabilities and stockholders equity | | $ | 65,951 | | | $ | 33,022 | | | **** The accompanying notes are an integral part of these consolidated financial statements. | 30 | | **PIONEER POWER SOLUTIONS, INC.** **Consolidated Statements of Cash Flows** **(In thousands)** | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Operating activities | | | | | | | | | | | Net income (loss) | | $ | 31,855 | | | $ | (1,898 | ) | | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | | | | Depreciation | | | 716 | | | | 397 | | | | Amortization of right-of-use financing leases | | | 129 | | | | 324 | | | | Amortization of right-of-use operating leases | | | 224 | | | | 690 | | | | Change in allowance for credit losses | | | 35 | | | | 97 | | | | Stock-based compensation | | | 1,055 | | | | 1,471 | | | | Gain on sale of PCEP business | | | (35,044 | ) | | | - | | | | Loss on disposal of fixed assets | | | 177 | | | | - | | | | Other | | | - | | | | (14 | ) | | | Changes in current operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | (10,360 | ) | | | 585 | | | | Inventories | | | (14,536 | ) | | | 511 | | | | Prepaid expenses and other assets | | | 4,558 | | | | (4,982 | ) | | | Assets held for sale | | | 14,320 | | | | - | | | | Liabilities held for sale | | | (9,468 | ) | | | - | | | | Accounts payable, accrued liabilities and other liabilities | | | 11,609 | | | | 5,361 | | | | Income taxes | | | (1,418 | ) | | | (7 | ) | | | Deferred revenue | | | 684 | | | | (5,727 | ) | | | Operating lease liabilities | | | (748 | ) | | | (703 | ) | | | Net cash used in operating activities | | | (6,212 | ) | | | (3,895 | ) | | | | | | | | | | | | | | Investing activities | | | | | | | | | | | Purchase of property and equipment | | | (3,759 | ) | | | (2,496 | ) | | | Proceeds from sale of PCEP business, net of transaction costs | | | 42,635 | | | | - | | | | Net cash provided by/(used in) investing activities | | | 38,876 | | | | (2,496 | ) | | | | | | | | | | | | | | Financing activities | | | | | | | | | | | Net proceeds from the exercise of options for common stock | | | 519 | | | | 50 | | | | Net proceeds from issuance of common stock | | | 4,986 | | | | 177 | | | | Payment of deferred financing costs | | | - | | | | (195 | ) | | | Principal repayments of financing leases | | | (129 | ) | | | (355 | ) | | | Net cash provided by/ (used in) financing activities | | | 5,376 | | | | (323 | ) | | | | | | | | | | | | | | Increase (decrease) in cash | | | 38,040 | | | | (6,714 | ) | | | Cash | | | | | | | | | | | Cash, beginning of year | | | 3,582 | | | | 10,296 | | | | Cash, end of year | | $ | 41,622 | | | $ | 3,582 | | | | | | | | | | | | | | | Supplemental cash flow information: | | | | | | | | | | | Interest paid | | $ | 35 | | | $ | 7 | | | | Income taxes paid, net of refunds | | | 7 | | | | 2 | | | | Non-cash investing and financing activities: | | | | | | | | | | | Surrender and retirement of common stock | | | 344 | | | | 720 | | | | Acquisition of right-of-use assets and lease liabilities | | | 330 | | | | - | | | | Property and equipment obtained in exchange for accounts payable | | | 272 | | | | - | | | | Cash dividend declared | | | 16,665 | | | | - | | | **** The accompanying notes are an integral part of these consolidated financial statements. | 31 | | **PIONEER POWER SOLUTIONS, INC.** **Consolidated Statements of Changes in Stockholders Equity** **(In thousands, except for share amounts)** | | | Shares | | | Amount | | | capital | | | income | | | deficit | | | equity | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | Additional | | | other | | | | | | Total | | | | | | Common Stock | | | paid-in | | | comprehensive | | | Accumulated | | | stockholders | | | | | | Shares | | | Amount | | | capital | | | income | | | deficit | | | equity | | | | Balance - January 1, 2023 (As Restated) | | | 9,644,545 | | | $ | 10 | | | $ | 32,859 | | | $ | 14 | | | $ | (17,731 | ) | | $ | 15,152 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | (1,898 | ) | | | (1,898 | ) | | | Stock-based compensation | | | 360,000 | | | | - | | | | 1,471 | | | | - | | | | - | | | | 1,471 | | | | Surrender and retirement of common stock | | | (117,082 | ) | | | - | | | | (720 | ) | | | - | | | | - | | | | (720 | ) | | | Exercise of stock options | | | 15,000 | | | | - | | | | 50 | | | | - | | | | - | | | | 50 | | | | Issuance of common stock, net of transaction costs | | | 27,559 | | | | - | | | | 177 | | | | - | | | | - | | | | 177 | | | | Other | | | - | | | | - | | | | - | | | | (14 | ) | | | - | | | | (14 | ) | | | Balance - December 31, 2023 | | | 9,930,022 | | | $ | 10 | | | $ | 33,837 | | | $ | - | | | $ | (19,629 | ) | | $ | 14,218 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - January 1, 2024 | | | 9,930,022 | | | $ | 10 | | | $ | 33,837 | | | $ | - | | | $ | (19,629 | ) | | $ | 14,218 | | | | Balance | | | 9,930,022 | | | $ | 10 | | | $ | 33,837 | | | $ | - | | | $ | (19,629 | ) | | $ | 14,218 | | | | Net income | | | - | | | | - | | | | - | | | | - | | | | 31,855 | | | | 31,855 | | | | Net (loss) income | | | - | | | | - | | | | - | | | | - | | | | 31,855 | | | | 31,855 | | | | Stock-based compensation | | | 185,000 | | | | - | | | | 1,055 | | | | - | | | | - | | | | 1,055 | | | | Exercise of stock options | | | 162,837 | | | | - | | | | 519 | | | | - | | | | - | | | | 519 | | | | Issuance of common stock, net of transaction costs | | | 919,557 | | | | 1 | | | | 4,790 | | | | - | | | | - | | | | 4,791 | | | | Surrender and retirement of common stock | | | (77,150 | ) | | | - | | | | (344 | ) | | | - | | | | - | | | | (344 | ) | | | Cash dividend declared | | | - | | | | - | | | | (4,439 | ) | | | - | | | | (12,226 | ) | | | (16,665 | ) | | | Balance - December 31, 2024 | | | 11,120,266 | | | $ | 11 | | | $ | 35,418 | | | $ | - | | | $ | - | | | $ | 35,429 | | | | Balance | | | 11,120,266 | | | $ | 11 | | | $ | 35,418 | | | $ | - | | | $ | - | | | $ | 35,429 | | | The accompanying notes are an integral part of these consolidated financial statements. | 32 | | **PIONEER POWER SOLUTIONS, INC.** **Notes to the Consolidated Financial Statements** **(in thousands, except for share and per share amounts)** **1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES** 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. 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 operations, EV charging infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration. **** **Segments** In determining operating and reportable segments in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, Segment Reporting (ASC 280), the Company concluded that it has one reportable segment: Critical Power Solutions (Critical Power). Financial information about the Companys segment is presented in Note 13 - Business Segment, Geographic and Customer Information. **Basis of Presentation** The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The Company believes that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the consolidated financial statements have been included. These consolidated financial statements include the accounts of Pioneer and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. **** **Liquidity** The accompanying 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 December 31, 2024, the Company had $41,622 of cash on hand and working capital of $26,679. The cash on hand was generated primarily from the sale of the Companys former wholly owned subsidiary, Pioneer Custom Electrical Products Corp. (PCEP) and the sale of common stock under the ATM Program (as defined below). On October 29, 2024, the Company closed on the sale of PCEP for gross cash proceeds of $48,000. 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). During the year ended December 31, 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 December 31, 2024, $69,853 of common stock remained available for issuance under the ATM Program. 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 under the ATM program. Historically, the Companys 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 Companys operating activities. The Company expects its cash requirements to be generally for operating activities, product development and capital improvements. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the date our consolidated financial statements are issued. | 33 | | **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 Companys clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Companys operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Companys clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business. There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees, clients, or partners productivity, or create operational or other challenges, any of which could harm its business and results of operations. **Rounding** All dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. **** **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **** **Use of Estimates** The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The consolidated financial statements include estimates based on currently available information and managements judgment as to the outcome of future conditions and circumstances. Significant estimates in these consolidated financial statements include, but are not limited to, measurement of revenue for contracts accounted for over time, allowance for expected credit losses, inventory valuation, useful lives and impairment of long-lived assets, equity-method investment, consideration to buyer, stock-based compensation and the valuation allowance related to the Companys deferred tax assets. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the consolidated financial statements and actual results could differ from the estimates and assumptions. **Revenue Recognition** Revenue 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. The Companys 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 Companys 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. A 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 Companys 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: 1) *Identify the contract with a customer* A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each partys 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 customers intent and ability to pay the promised consideration. The Company applies judgment in determining the customers ability and intention to pay, which is based on a variety of factors including the customers historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. | 34 | | 2) *Identify the performance obligations in the contract* Performance 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. 3) *Determine the transaction price* 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. The customer payments are generally due in 30 days. 4) *Allocate the transaction price to performance obligations in the contract* If 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. 5) *Recognize revenue when or as the Company satisfies a performance obligation* The 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 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. Shipping and handling costs incurred after control of a product has transferred to the customer are treated as fulfillment costs and, therefore, are not accounted for as separate performance obligations. Certain sales of highly customized electrical equipment under the Companys Electrical Infrastructure segment (included in discontinued operations; see Note 11 Discontinued Operations for details) were recognized over time when such equipment had no alternative use and the Company had an enforceable right to payment for performance completed to date. The Companys measure of progress for such contracts was 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 were 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. *Contract Estimates (discontinued operations)* Revenue from over time contracts for the Companys Electrical Infrastructure segment (included in discontinued operations; see Note 11 Discontinued Operations for details) was 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 considered the best available indicator of the pattern and timing in which contract performance obligations were fulfilled and control transferred to the customer. This percentage was multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. There were situations where the number of hours to complete projects may have exceeded the original estimate as a result of an increase in project scope or unforeseen events. The related impact on income was recognized using the cumulative catch-up method in an accounting period. | 35 | | Recognition 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 Companys 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. At the outset of each contract, the Company gauges its complexity and perceived risks and establish 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 on its ongoing contracts at least quarterly. **Cost of Goods Sold** Cost of goods sold primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, depreciation and amortization, 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. **Fair Value of Financial Instruments** Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Companys financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued liabilities. The carrying values of these financial instruments approximate their respective fair values due to the relatively short period of time between their origination and their expected realization or payment. **** **Concentrations** **** The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Companys customers. The Company had certain customers whose revenue individually represented 10% or more of the Companys total revenue, or whose accounts receivable balances individually represented 10% or more of the Companys total accounts receivable, as follows: As of December 31, 2024, one customer represented approximately 72% of the Companys accounts receivable. As of December 31, 2023, two customers represented approximately 22% and 12% of the Companys accounts receivable. For the year ended December 31, 2024, two customers represented approximately 22% and 13% of the Companys revenue. For the year ended December 31, 2023, one customer represented approximately 14% of the Companys revenue. As of December 31, 2024, one of the Companys suppliers represented approximately 25% of the Companys accounts payable. As of December 31, 2023, one of the Companys suppliers represented approximately 14% of the Companys accounts payable. **Cash and Cash Equivalents** The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the consolidated financial statements. As of December 31, 2024, and 2023, the Company did not have any cash equivalents. The Company has cash on deposits in several financial institutions which may be in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2024, and 2023, the Company had balances of $41,372 and $3,332 in excess of the FDIC insured limits, respectively. The Company reduces exposure to credit risk by maintaining cash deposits with major financial institutions. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. | 36 | | **** **Accounts Receivable** On 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 Companys accumulated deficit as of January 1, 2023. The Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses. The Companys allowance for expected credit losses on accounts receivable reflects managements 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 was $13 of reserves for expected credit losses as of December 31, 2024, and the Company did not have any reserves for expected credit losses as of December 31, 2023. **Long-Lived Assets** Depreciation and amortization for property and equipment is computed and included in cost of goods sold and in selling and administrative expense, as appropriate. Long-lived assets, consisting primarily of property and equipment, are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method, based on the estimated useful lives of the assets (buildings - 25 years, machinery and equipment - 5 to 15 years, computer hardware and software - 3 to 5 years, furniture & fixtures - 5 to 7 years, leasehold improvements term of lease). Depreciation commences in the year the assets are ready for their intended use. The Company reviews all long-lived assets such as property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of the assets that are held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceed the fair value. There were no triggering events that would indicate impairment of long-lived assets as of December 31, 2024 and 2023. **** **Held for Sale and Discontinued Operations** **** The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable of being completed within one year. Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment and amortization of right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will have a major effect on its operations and financial results. The results of discontinued operations are reported as income or loss from discontinued operations, net of tax in the consolidated statements of comprehensive income for the current and prior periods commencing in the period in which the held for sale criteria are met. Income or loss from discontinued operations, net of tax includes direct costs attributable to the divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the divested business. Income or loss from discontinued operations, net of tax will include any gain or loss recognized upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale. Transactions between the businesses held for sale and businesses held for use that are expected to continue after the disposal are not eliminated in order to appropriately reflect the continuing operations as well as the activity to be disposed of. **** **Equity-Method Investments** The Company accounts for investments in LLCs in which the Company has more than virtually no influence, but does not control, under the equity method of accounting. Under the equity method of accounting, the Companys initial investment is recorded at fair value in accordance with ASC 810-10-40-5 as its equity method investment arose from a deconsolidation event. See Note 11- Discontinued Operations and Note 12 Equity Method Investment. The carrying amount is adjusted for the Companys share of the earnings or losses, and dividends received from the investee. When the Companys share of losses in an investee equals or exceeds the carrying value of the investment plus any advances, no further losses are recognized unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. The Company periodically assesses if impairment indicators exist at equity method investments. When an impairment indicator is observed, any excess of the carrying amount over its estimated fair value is recognized as impairment expense when the loss in value is deemed other-than-temporary and included in income or loss from equity method investments in the consolidated statements of operations. In relation to the Companys investment in the Investment, the Company elected to recognize its proportional share of the income or loss from the equity method investment on a financial reporting lag of one fiscal quarter due to the timing and availability of financial information. There were no earnings recognized from the Investment during the year ended December 31, 2024. | 37 | | **Leases** **** *Lessee Accounting* ** The Company leases offices, facilities and equipment under operating and financing leases. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded as short-term lease expense. The discount rate used to calculate present value is the Companys incremental borrowing rate based on the lease term and the economic environment of the applicable country or region. Certain leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is reasonably certain they will be exercised. The Company has elected to account for lease and non-lease components as a single lease component for its offices and manufacturing facilities. Some lease arrangements include payments that are adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease. The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense. The Companys leases typically do not contain material residual value guarantees or restrictive covenants. *Lessor Accounting* The Company leases electric generators and mobile electric vehicle charging equipment to certain of its customers. The Company accounts for such rentals as operating leases. The lease terms are included in the Companys contracts and the determination of whether the Companys contracts contain leases generally does not require significant assumptions or judgments. Leasing revenues do not include material amounts of variable payments. The Company does not generally provide an option for the lessee to purchase the rented equipment at the end of the lease. Leasing revenues are recognized on a straight-line basis over the duration of the contractual agreement. Lessees do not provide residual value guarantees on rented equipment. **** **Deferred Financing Costs** Certain 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. **Income Taxes** The Company accounts for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. For the year ended December 31, 2024 and 2023, the Company operated primarily in the United States. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing the provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company believes that the deferred asset, net recorded as of December 31, 2024, and 2023 is realizable through future reversals of existing taxable temporary differences and future taxable income. If the Company was to subsequently determine that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made. The Company will continue to assess the adequacy of the valuation allowance on a quarterly basis. The Companys tax filings are subject to audit by various taxing authorities. | 38 | | The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences or events that have been recognized in the Companys consolidated financial statements or tax returns. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see Unrecognized Tax Benefits below). Income tax related interest and penalties are grouped with interest expense on the consolidated statement of operations. **Unrecognized Tax Benefits** The Company accounts for unrecognized tax benefits in accordance with FASB ASC Income Taxes (ASC 740). ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the consolidated financial statements and provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon ultimate settlement with a taxing authority, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Additionally, ASC 740 requires the Company to accrue interest and related penalties, if applicable, on all tax positions for which reserves have been established consistent with jurisdictional tax laws. The Companys policy is to recognize interest and penalties related to income tax matters as interest expense. **Advertising and Promotional Costs** **** We expense advertising and promotional costs as incurred. Total advertising and promotional expenses were $311 and $414 for the years ended December 31, 2024 and 2023, respectively. **Share-Based Payments** The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period, using the straight-line attribution approach. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. The Company computes the fair value of stock options granted using the Black-Scholes option pricing model. Award forfeitures are accounted for at the time of occurrence. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the simplified method under ASC 718 to develop an estimate of the expected term of plain vanilla option grants. The Company does not currently have a sufficient trading history to fully support its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility on a blended basis of its own stock as well as of comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. **Inventory** Inventory is stated at the lower of cost or net realizable value using a weighted average cost method and includes the cost of materials, labor and manufacturing overhead. The Company uses estimates in determining the level of reserves required to state inventory at the lower of cost or net realizable value. The Company estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory. **Income (Loss) Per Share** Basic income (loss) per share is computed by dividing the income or loss for the period by the weighted average number of vested common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income or loss for the period by the weighted average number of vested common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. | 39 | | **Research and Development** Research and development include expenses incurred by the Companys Critical Power segment related to developing the Companys mobile e-Boost electric vehicle charging solutions. Research and development expenses are charged to operations as incurred. During the years ended December 31, 2024 and 2023, the Company incurred $1,050 and $885, respectively, of research and development expenses. **Recently Issued Accounting Pronouncements** In November 2023, the FASB issued an accounting standards update ASU2023-07 Segment Reporting: Improvements to Reportable Segment Disclosuresrelated to improvements to reportable segment disclosures. The amendments in this update require additional disclosure of significant expenses related to our reportable segments, additional segment disclosures on an interim basis, and qualitative disclosures regarding the decision making process for segment resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. These updates resulted in expanded disclosures. See Note 13 Business Segment, Geographic and Customer Information for additional information. In December 2023, the FASB issuedASU2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosuresrelated to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. These updates will not have a significant impact on the Companys consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 Disaggregation of Income Statement Expenses, which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is 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. **** **3. REVENUES** **** **Nature of the Companys products and services** The Companys principal products and services include electric power systems and equipment, distributed energy resources, power generation equipment and mobile electric vehicle charging solutions. The Companys principal products and services are primarily sold in the United States. See Note 13 Business Segment, Geographic and Customer Information, for additional information. *Products* The Companys Electrical Infrastructure business (included in discontinued operations; see Note 11 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 Companys Critical Power business provides customers with power generation equipment and the Companys suite of mobile e-Boost electric vehicle charging solutions. ** *Services* Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. The Companys power maintenance programs provide preventative maintenance, repair and support service for the Companys customers power generation systems. The timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting period. Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract performance obligations. The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries. | 40 | | *Revenue Recognition* During the years ended December 31, 2024, and 2023, the Company recognized $558 and $343 of equipment revenue over time, respectively, from its Critical Power segment. Additionally, the Company recognized $11,704 and $3,070 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 years ended December 31, 2024, and 2023, respectively. 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 $8,690 and $7,703 of service revenue during the years ended December 31, 2024, and 2023, 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 consolidated balance sheets. The customer payments are generally due in 30 days. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized, which is referred to as deferred revenue. Payments received from customers in advance of revenue recognition are not considered a significant financing component because they are utilized to pay for contract costs within a one-year period or are requested by the Company to ensure the customers meet their payment obligations. The change in deferred revenue as of December 31, 2024, was driven primarily by ordinary course contract activity. As of January 1, 2023, the Company had a deferred revenue balance of $808. For the years ended December 31, 2024, and 2023, the Company recognized revenue of $162 and $670 respectively, related to amounts that were included in deferred revenue as of December 31, 2023, and 2022, respectively, resulting primarily from the progress made on the various active contracts during the respective reporting periods. As of December 31, 2024, the Company had $991 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the consolidated balance sheet. Unbilled receivables include amounts for work performed for which the Company has an unconditional right to receive payment and that are not subject to the completion of any other specific task, other than the billing itself. *Concentration of Risk* For the year ended December 31, 2024, the Company derived 22% and 13% of its revenue from two customers. For the year ended December 31, 2023, the Company derived 14% of its revenue from one customer. As of December 31, 2024, one customers outstanding receivable balance equaled 72% of the total outstanding receivable balance. As of December 31, 2023, two customers outstanding receivable balance equaled 22% and 12% 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 year ended December 31, 2024 were $295. Returns and warranties during the year ended December 31, 2023, were insignificant. *Disaggregated Revenue* The following table presents the Companys revenues disaggregated by revenue discipline: SCHEDULE OF REVENUE DISAGGREGATED | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Revenues - ASC 606 | | | | | | | | | | | Products | | $ | 12,262 | | | $ | 3,413 | | | | Services | | | 8,690 | | | | 7,703 | | | | Total revenues - ASC 606 | | | 20,952 | | | | 11,116 | | | | Revenues - ASC 842 | | | | | | | | | | | Fixed lease revenue | | | 1,927 | | | | - | | | | Total revenues - ASC 842 | | | 1,927 | | | | - | | | | Total revenue | | $ | 22,879 | | | $ | 11,116 | | | *Lease Revenues* ** There were no leasing revenues arising from variable lease payments during the years ended December 31, 2024, and 2023. The following table presents future operating lease payments to be received as of December 31, 2024: SCHEDULE OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED | For the Years Ended December 31, | | Total | | | | 2025 | | $ | 2,059 | | | | 2026 | | | 743 | | | | 2027 | | | 200 | | | | 2028 | | | 200 | | | | 2029 | | | 142 | | | | Total | | $ | 3,344 | | | | 41 | | **4. INVENTORIES** The components of inventories are summarized below: SCHEDULE OF INVENTORIES | | | 2024 | | | 2023 | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Raw materials | | $ | 4,899 | | | $ | 2,753 | | | | Work in process | | | 1,169 | | | | 325 | | | | Total inventories | | $ | 6,068 | | | $ | 3,078 | | | **** **5. PROPERTY AND EQUIPMENT, NET** Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT | | | 2024 | | | 2023 | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Machinery, vehicles and equipment | | $ | 5,942 | | | $ | 2,558 | | | | Furniture and fixtures | | | 160 | | | | 160 | | | | Computer hardware and software | | | 311 | | | | 311 | | | | Leasehold improvements | | | 103 | | | | 103 | | | | Construction in progress | | | 2,180 | | | | 1,946 | | | | Property and equipment, gross | | | 8,696 | | | | 5,078 | | | | Less: accumulated depreciation | | | (2,193 | ) | | | (1,477 | ) | | | Total property and equipment, net | | $ | 6,503 | | | $ | 3,601 | | | Depreciation expense was $716 and $397 for the years ended December 31, 2024, and 2023, respectively. **** **6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES** **** The components of accounts payable and accrued liabilities are summarized below: ****SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | | | 2024 | | | 2023 | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Accounts payable | | $ | 3,054 | | | $ | 1,680 | | | | Accrued liabilities | | | 1,489 | | | | 6,431 | | | | Total accounts payable and accrued liabilities | | $ | 4,543 | | | $ | 8,111 | | | Accrued liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued legal settlement costs. As of December 31, 2024, and 2023, accrued insurance was $462 and $795, respectively. Accrued compensation and benefits as of December 31, 2024, and 2023 were $453 and $95, respectively. There were no accrued legal settlement costs as of December 31, 2024, as compared to $5,000 as of December 31, 2023 (See Note 7 - Commitments and Contingencies for additional information). The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business operations. | 42 | | **** **7. COMMITMENTS AND CONTINGENCIES** **Leases** The Company leases certain offices, facilities and equipment under operating and financing leases. The Companys leases have remaining terms ranging from less than 1 year to 5 years, some of which contain options to extend up to 5 years. As of December 31, 2024, and 2023, assets recorded under finance leases were $455 and $638, respectively, and accumulated amortization associated with finance leases were $234 and $235, respectively. As of December 31, 2024, and 2023, assets recorded under operating leases were $995 and $830, respectively, and accumulated amortization associated with operating leases were $465 and $405, respectively. During the fourth quarter of 2024, the Company executed an extension of its operating lease in Miami, Florida. After adjusting for a weighted average discount rate, the Company recognized a right-of-use asset and lease liability of approximately $330 within the consolidated balance sheets. The components of the lease expense were as follows: SCHEDULE OF LEASE EXPENSES | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Operating lease cost | | $ | 247 | | | $ | 247 | | | | | | | | | | | | | | | Financing lease cost | | | | | | | | | | | Amortization of right-of-use asset | | $ | 129 | | | $ | 324 | | | | Interest on lease liabilities | | | 25 | | | | 42 | | | | Total financing lease cost | | $ | 154 | | | $ | 366 | | | Other information related to leases was as follows: Supplemental cash flows information: SCHEDULE OF CASH FLOWS INFORMATION | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Cash paid for amounts included in the measurement of lease liabilities | | | | | | | | | | | Operating cash flow payments for operating leases | | $ | 260 | | | $ | 255 | | | | Operating cash flow payments for financing leases | | | 25 | | | | 42 | | | | Financing cash flow payments for financing leases | | | 129 | | | | 355 | | | | Right-of-use assets obtained in exchange for lease obligations | | | | | | | | | | | Operating lease liabilities arising from obtaining right of use assets | | | 330 | | | | - | | | Weighted average remaining lease term: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE | | | | December 31, | | | | | | | 2024 | | | | 2023 | | | | Operating leases | | | 3 years | | | | 2 years | | | | Financing leases | | | 2 years | | | | 3 years | | | | 43 | | Weighted average discount rate: | | | December 31, | | | | | | 2024 | | | 2023 | | | | Operating leases | | | 5.50 | % | | | 5.50 | % | | | Financing leases | | | 6.94 | % | | | 6.80 | % | | Future minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | | | Operating Leases | | | Financing Leases | | | | | | Operating | | | Financing | | | | | | Leases | | | Leases | | | | 2025 | | $ | 270 | | | $ | 123 | | | | 2026 | | | 97 | | | | 88 | | | | 2027 | | | 76 | | | | 42 | | | | 2028 | | | 79 | | | | - | | | | Thereafter | | | 82 | | | | - | | | | Total future minimum lease payments | | | 604 | | | | 253 | | | | Less imputed interest | | | (59 | ) | | | (23 | ) | | | Total future minimum lease payments | | $ | 545 | | | $ | 230 | | | Reported as of December 31, 2024: SCHEDULE OF LEASE REPORTED | | | Operating | | | Financing | | | | | | Leases | | | Leases | | | | Right-of-use assets | | $ | 530 | | | $ | 221 | | | | | | Operating | | | Financing | | | | | | Leases | | | Leases | | | | Current portion of lease liabilities | | $ | 244 | | | $ | 109 | | | | Lease liabilities, non-current portion | | | 301 | | | | 121 | | | | Total | | $ | 545 | | | $ | 230 | | | **** **Litigation and Claims** From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. Liabilities 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. On 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 Plaintiffs Amended Complaint. On October 6, 2023, a mediation was held, but the parties did not reach a settlement. As of December 31, 2023, the Company recognized a liability of $5,000 related to this matter, with a corresponding insurance receivable of $5,000 related to the loss recovery, which was included within prepaid expenses and other current assets on the consolidated balance sheet. 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, 2024. As of December 31, 2024, the Company did not recognize a liability, or a corresponding insurance receivable, related to the loss recovery. **** | 44 | | **** **8. STOCKHOLDERS EQUITY** **Common Stock** The Company had 11,120,266 and 9,930,022 shares of common stock, $0.001 par value per share, outstanding as of December 31, 2024, and 2023, respectively. On November 12, 2024, the board of directors declared a one-time special cash dividend of $1.50 per share, or $16,665 in the aggregate, to shareholders of record as of December 17, 2024, which is included in Dividends payable on the consolidated balance sheet as of December 31, 2024. The dividend was paid on January 7, 2025. **Preferred Stock** **** The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the shareholders, to issue from time to time up to 5,000,000 shares of preferred stock, $0.001 par value, in one or more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. **** **9. STOCK-BASED COMPENSATION** **Stock-Based Compensation** On October 13, 2021, the Companys board of directors adopted the 2021 Long-Term Incentive Plan (the 2021 Plan), subject to stockholder approval, which was obtained on November 11, 2021. The 2021 Plan supplemented the 2011 Plan, which expired on May 11, 2021, and which replaced and superseded the 2009 Plan, as noted above. The Companys outside directors and its employees, including the principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible to participate in the 2021 Plan. The 2021 Plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are determined by the Board or a committee of the board that is designated to administer the 2021 Plan. Subject to certain adjustments, the maximum number of shares of the Companys common stock that may be delivered pursuant to awards under the 2021 Plan is 900,000 shares plus any increase by any Prior Plan Awards (as defined in the 2021 Plan) eligible for reuse (700,000 shares) as of December 31, 2024, of which one hundred percent (100%) may be delivered pursuant to incentive stock options. As of December 31, 2024, there were 279,354 shares available for future grants under the Companys 2021 Plan. The 2021 Plan was initially administered by the Companys board of directors, but it has been administered by the compensation committee following the creation of such committee in the first quarter of 2022. The fair value of the stock options granted was measured using the Black-Scholes valuation model with the following assumptions: SCHEDULE OF STOCK OPTION GRANTED MEASURED USING BLACK SCHOLES VALUATION | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Expected term (years) | | | 5.0 - 6.0 | | | | 5.0 - 6.0 | | | | Risk-free interest rate | | | 4.1% - 4.5 | % | | | 3.5% - 4.4 | % | | | Expected volatility | | | 112.3% - 125.7 | % | | | 110.0% - 112.1 | % | | | Expected dividends | | | 0.0 | % | | | 0.0 | % | | A summary of stock option activity for the year ended December 31, 2024, is presented below: SUMMARY OF STOCK OPTION ACTIVITY | | | Stock Options | | | Weighted average exercise price (1) | | | Weighted average remaining contractual term | | | Aggregate intrinsic value | | | | Outstanding as of January 1, 2024 | | | 706,167 | | | $ | 3.99 | | | | | | | | | | | | Granted | | | 75,146 | | | | 4.28 | | | | | | | | | | | | Exercised | | | (162,837 | ) | | | 1.69 | | | | | | | | | | | | Forfeited/expired | | | (57,000 | ) | | | 8.71 | | | | | | | | | | | | Outstanding as of December 31, 2024 | | | 561,476 | | | | 4.22 | | | | 5.27 | | | $ | 426 | | | | Exercisable as of December 31, 2024 | | | 543,498 | | | | 4.18 | | | | 5.16 | | | | 423 | | | | (1) | Exercise prices have been reduced by $1.50 per share as a result of the modification in connection with the special cash dividend declared for all common shareholders of record as of December 17, 2024. | | | 45 | | A summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shown below: SCHEDULE OF WEIGHTED AVERAGE GRANT DATE FAIR VALUE OF OPTIONS | | | 2024 | | | 2023 | | | | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Weighted-average fair value of options granted (per share) | | $ | 1.48 | | | $ | 0.97 | | | | Intrinsic value gain of options exercised | | | 453 | | | | 52 | | | | Cash receipts from exercise of options | | | 519 | | | | 50 | | | The following table presents information related to stock options as of December 31, 2024: SCHEDULE OF INFORMATION RELATED TO OPTIONS OUTSTANDING AND EXERCISABLE | Options outstanding | | | Options exercisable | | | | | | Outstanding | | | Weighted average | | Exercisable | | | | Exercise price | | | number of | | | remaining life | | number of | | | | (1) | | | options | | | in years | | options | | | | $ | 0.18 | | | | 10,000 | | | 5.3 | | | 10,000 | | | | $ | 1.67 | | | | 11,000 | | | 7.4 | | | 11,000 | | | | $ | 1.81 | | | | 144,667 | | | 6.4 | | | 144,667 | | | | $ | 2.18 | | | | 1,000 | | | 1.2 | | | 1,000 | | | | $ | 2.32 | | | | 1,309 | | | 0.0 | | | - | | | | $ | 3.75 | | | | 50,000 | | | 8.4 | | | 50,000 | | | | $ | 4.10 | | | | 4,000 | | | 3.3 | | | 4,000 | | | | $ | 4.42 | | | | 70,000 | | | 9.9 | | | 70,000 | | | | $ | 4.60 | | | | 10,000 | | | 8.7 | | | 3,333 | | | | $ | 5.75 | | | | 5,000 | | | 8.6 | | | 1,666 | | | | $ | 5.80 | | | | 236,000 | | | 2.3 | | | 236,000 | | | | $ | 5.99 | | | | 2,500 | | | 8.5 | | | 2,500 | | | | $ | 6.11 | | | | 2,500 | | | 8.6 | | | 833 | | | | $ | 6.77 | | | | 5,000 | | | 8.5 | | | 1,666 | | | | $ | 7.00 | | | | 2,500 | | | 8.5 | | | 833 | | | | $ | 7.48 | | | | 6,000 | | | 0.3 | | | 6,000 | | | | | | | | | 561,476 | | | | | | 543,498 | | | | (1) | Exercise prices have been reduced by $1.50 per share as a result of the modification in connection with the special cash dividend declared for all common shareholders of record as of December 17, 2024. | | A summary of restricted stock unit (RSU) activity during the year ended December 31, 2024, and 2023 is as follows: ****SCHEDULE OF RESTRICTED STOCK UNITS | | | | | | Weighted-average | | | Weighted-average | | | | | | | | | grant-date | | | grant-date | | | | | | Number of units | | | fair value per share | | | fair value | | | | Unvested restricted stock units as of January 1, 2023 | | | 250,000 | | | $ | 4.35 | | | $ | 1,087 | | | | Units granted | | | 100,000 | | | | 5.75 | | | | 575 | | | | Units vested | | | (225,000 | ) | | | 4.97 | | | | (1,119 | ) | | | Units forfeited | | | - | | | | - | | | | - | | | | Unvested restricted stock units as of January 1, 2024 | | | 125,000 | | | | 4.35 | | | | 543 | | | | Units granted | | | 50,000 | | | | 5.92 | | | | 296 | | | | Units vested | | | (175,000 | ) | | | 4.80 | | | | (839 | ) | | | Units forfeited | | | - | | | | - | | | | - | | | | Unvested restricted stock units as of December 31, 2024 | | | - | | | | - | | | $ | - | | | **** **** During the years ended December 31, 2024 and 2023, RSUs vested with an aggregate vest date fair value of $780 and $1,251, respectively. **** **** *2024* During the year ended December 31, 2024, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $59. During the year ended December 31, 2024, the Company issued 175,000 shares of common stock to its Chief Financial Officer (CFO) in connection with the vesting of 125,000 RSUs on May 1, 2024, and 50,000 RSUs on December 5, 2024. | 46 | | During the year ended December 31, 2024, the CFO agreed to surrender shares of common stock to the Company, totaling an aggregate of 62,281 shares (57,541 shares on June 7, 2024, with a fair value of $220 and 4,740 shares on October 22, 2024, with a fair value of $29) in connection with income and payroll tax obligations paid by the Company in connection with the exercising of options and vesting of RSUs. The shares were cancelled and retired by the Company. On November 12, 2024, the board of directors declared a one-time special cash dividend of $1.50 per share to shareholders of record as of December 17, 2024. All stock options that were outstanding as of the record date were modified to reduce the exercise price pursuant to the nondiscretionary anti-dilution provisions in the Companys 2021 Plan. There was no incremental compensation expense related to the modification. Stock based compensation expense recorded for the years ended December 31, 2024, and 2023 was approximately $1,055 and $1,471, respectively. As of December 31, 2024, there was $80 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations over a weighted average remaining period of 1.6 years. *2023* ** During the year ended December 31, 2023, the Company issued 10,000 shares of its common stock for consulting services with a fair value of $65. During the year ended December 31, 2023, the Company issued 100,000 shares of common stock to its Chief Executive Officer (CEO) in connection with the vesting of 100,000 RSUs on May 11, 2023. The fair value of the RSUs on the date of grant was $575, which was recognized immediately. During the year ended December 31, 2023, the Company issued 250,000 shares of common stock to its CFO in connection with the vesting of 125,000 RSUs on May 1, 2022, and 125,000 RSUs on May 1, 2023. The fair value of the RSUs on the date of grant was $544, which was recognized immediately. During the year ended December 31, 2023, the CEO and CFO each individually agreed to surrender shares of common stock to the Company, totaling an aggregate of 117,082 shares with a fair value of $720 in connection with income and payroll tax obligations paid by the Company in connection with the vesting of the above mentioned RSUs. The shares were cancelled and retired by the Company. **** | 47 | | **** **10. INCOME TAXES** The components of loss before income taxes related to continuing operations are summarized below: SCHEDULE OF LOSS BEFORE INCOME TAXES | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Loss before income taxes | | | | | | | | | | | U.S. operations | | $ | (4,767 | ) | | $ | (6,279 | ) | | | Loss from continuing operations | | $ | (4,767 | ) | | $ | (6,279 | ) | | The components of the income tax benefit related to continuing operations were as follows**:** ****SCHEDULE OF INCOME TAX PROVISION | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Current | | | | | | | | | | | Federal | | $ | (1,128 | ) | | $ | - | | | | State | | | (290 | ) | | | - | | | | Total income tax benefit | | $ | (1,418 | ) | | $ | - | | | A reconciliation from the statutory U.S. income tax rate and the Companys effective income tax rate for continuing operations, as computed on loss before taxes, is as follows: SCHEDULE OF INCOME TAX RATE RECONCILIATION | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Federal income tax at statutory rate | | $ | (1,001 | ) | | $ | (1,319 | ) | | | State and local income tax, net | | | (316 | ) | | | - | | | | Other permanent items | | | 120 | | | | (9 | ) | | | Expired foreign tax credits | | | 652 | | | | 28 | | | | Valuation allowance | | | (922 | ) | | | 1,300 | | | | True-up | | | 49 | | | | - | | | | Total | | $ | (1,418 | ) | | $ | - | | | The Companys provision for income taxes reflects an effective tax rate on loss before income taxes of 29.7% in 2024, as compared to 0.0% in 2023. The increase in the Companys effective tax rate during 2024 primarily reflects the reduction of the valuation allowance and the utilization of its net operating losses. The net deferred income tax asset (liability) was comprised of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS LIABILITY | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Noncurrent deferred income taxes | | | | | | | | | | | Total assets | | $ | 749 | | | $ | 110 | | | | Total liabilities | | | (749 | ) | | | (110 | ) | | | Net noncurrent deferred income tax asset | | | - | | | | - | | | | Net deferred income tax asset | | $ | - | | | $ | - | | | | 48 | | The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows: SCHEDULE OF ACCOUNTING CREATING DEFERRED INCOME TAX | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Deferred tax assets | | | | | | | | | | | U.S. net operating loss carry forward | | $ | 1,051 | | | $ | 858 | | | | Non-deductible reserves | | | 830 | | | | 923 | | | | Tax credits | | | 3,581 | | | | 4,233 | | | | Intangibles | | | 1,294 | | | | 1,025 | | | | Total deferred tax assets | | | 6,756 | | | | 7,039 | | | | Valuation allowance | | | (6,007 | ) | | | (6,929 | ) | | | Net deferred tax assets | | | 749 | | | | 110 | | | | Deferred tax liabilities | | | | | | | | | | | Fixed assets | | | (749 | ) | | | (110 | ) | | | Total deferred tax liabilities | | | (749 | ) | | | (110 | ) | | | Deferred asset, net | | $ | - | | | $ | - | | | As of December 31, 2024, The Company had $6,756 of deferred tax assets on which it is taking a $6,007 valuation allowance. The total valuation allowance of $6,007 as of December 31, 2024, represents a decrease of $922 from December 31, 2023. A valuation allowance is established when it is determined that it is more likely than not that the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, management assessed all available positive and negative evidence, including historical operating results, cumulative losses, projections of future taxable income, and sources of taxable income such as future reversals of existing taxable temporary differences, tax-planning strategies, and the realization of the gain from the subsidiary sale. Significant judgment is required in assessing the weight of both positive and negative evidence, particularly in determining the likelihood and timing of future taxable income. During the year ended December 31, 2024, the Company recognized pre-tax income from the divestiture of PCEP Subsidiary, resulting in a tax gain of approximately $37 million. This gain enabled the Company to fully recognize its existing tax attributes, net operating losses (NOLs), 163(j) interest expense limitations, and R&D credits available at the time of the divestiture. Despite this positive evidence, the Company determined that it was insufficient to overcome substantial negative evidence. This negative evidence includes cumulative losses incurred over recent years, continued uncertainty regarding sustained future taxable income, and the expectation of continued accumulation of new tax attributes due to ongoing operating results. Furthermore, the anticipated annual generation of NOLs upon reversal of deferred tax liabilities significantly reduces the reliability of future taxable income as a viable source for realizing deferred tax assets. Considering the significant judgment required in assessing the likelihood, timing, and magnitude of future taxable income, and given the relative weight and persuasiveness of the available evidence, management concluded that the negative evidence continues to outweigh the positive evidence. As a result, the Company has determined that the continuation of a full valuation allowance remains appropriate as of December 31, 2024. This includes a full valuation allowance for the Companys foreign tax credits (FTCs) as the Company does not anticipate generating any foreign source income to realize this benefit. As of December 31, 2024, the remaining balance of the Companys FTCs was $3,581. The Company has state net operating loss (NOLs) carryforwards of approximately $16,431 as of December 31, 2024. Certain of these amounts are subject to annual limitations under applicable tax law. If not utilized, a portion of these losses will expire in varying amounts between 2030 and 2043. Internal Revenue Code Section 382 imposes an annual limitation on the utilization of net operating loss (NOL) carryforwards and certain other tax attributes following a change in ownership. An ownership change generally occurs if the percentage of stock owned by 5-percent shareholders increases by more than 50 percentage points during a rolling three-year period. As of December 31, 2024, the Company conducted an analysis under Section 382 and determined that no ownership change occurred during the year. Therefore, there is no annual limitation imposed on the utilization of the Companys federal NOL carryforwards. Furthermore, the sale of a subsidiary completed prior to year-end is expected to allow the Company to fully utilize these NOL carryforwards. The Company has also evaluated the implications of Section 382 limitations at the state level. Given that state conformity to federal Section 382 provisions varies significantly, additional state-specific considerations may apply. The Company will continue to monitor any future ownership changes, legislative updates, or interpretive guidance related to Section 382, as such changes could impact the Companys ability to realize these deferred tax assets. | 49 | | The following table summarizes the Companys state losses by jurisdiction, as well as the expiration date: SCHEDULE OF STATE LOSSES BY JURISDICTION | | | | | | Oldest | | | Carry | | | | | | | | | | | | | | | Remaining | | | Forward | | | Expiration | | | Expiration | | | | | | December 31, 2024 | | | NOL | | | Years | | | Start Date | | | End Date | | | | California | | $ | 12,844 | | | | 2015 | | | | 23 | | | | 2038 | | | | 2043 | | | | Florida | | | 1,833 | | | | 2015 | | | | 20 | | | | 2035 | | | | Indefinitely | | | | Illinois | | | 208 | | | | 2018 | | | | 12 | | | | 2030 | | | | 2043 | | | | Iowa | | | 733 | | | | 2017 | | | | 20 | | | | 2037 | | | | Indefinitely | | | | Maryland | | | 40 | | | | 2017 | | | | 20 | | | | 2037 | | | | Indefinitely | | | | Minnesota | | | 248 | | | | 2022 | | | | 15 | | | | 2037 | | | | 2038 | | | | Nebraska | | | 234 | | | | 2017 | | | | 20 | | | | 2037 | | | | 2043 | | | | North Carolina | | | 130 | | | | 2017 | | | | 20 | | | | 2037 | | | | 2038 | | | | North Dakota | | | 160 | | | | 2015 | | | | 20 | | | | 2035 | | | | Indefinitely | | | | Total | | $ | 16,430 | | | | | | | | | | | | | | | | | | | The Company incurs research and development expenses as part of its ongoing operations. These expenditures generate a research and development credit for tax purposes. All research and development tax credits have been fully utilized and the Company has $0 of research and development credits remaining on December 31, 2024. Under the provisions of the Tax Cuts and Jobs Act (TCJA) and as further modified by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Internal Revenue Code Section 163(j) generally limits our deductible business interest expense to the sum of (i) our business interest income, (ii) 30% of adjusted taxable income (ATI), and (iii) floor plan financing interest expense. Adjusted taxable income is defined as taxable income with adjustments for interest, depreciation, amortization, and depletion through 2021. Beginning in 2022, depreciation, amortization, and depletion deductions are no longer added back when calculating ATI. The limitation imposed by Section 163(j) may create interest expense carryforwards, which can be utilized indefinitely in future tax periods subject to the same limitation. For the year ended December 31, 2024, due to the gain realized on the sale of PCEP, the Company generated sufficient adjusted taxable income to support interest expense deductions, resulting in an interest expense deduction of $2,897 from prior year carryforwards. The amount available for carryover to future periods of IRC 163(j) as of December 31, 2024 is $0. The Company expects the interest limitation will continue to apply in future years. The Company has determined there are no uncertain tax positions requiring recognition or disclosure, including positions related to the sale of PCEP. The Company regularly assesses the adequacy of its provisions for income tax contingencies in accordance with ASC 740-10. As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitations. Management has concluded that the current reserves are appropriate. The Company continues to monitor and evaluate uncertain tax positions that may arise from future developments in tax law interpretations, regulations, or audit outcomes. The Companys tax returns remain subject to examination by the U.S. Internal Revenue Service and most state jurisdictions include the years 2021 and forward. **11. DISCONTINUED OPERATIONS** **** *Sale of Electrical Infrastructure Segment* ** On October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the Equity Purchase Agreement), by and among the Company, PCEP, Voltaris Power LLC (the Buyer) and Pioneer Investment LLC (Investment). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to: | (i) | contribute 4% of all of the issued and outstanding equity interests of PCEP to Investment (the Rollover Interests) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investments issued and outstanding common units on the Closing Date (as defined below)) (the Rollover Units) to the Company; and | | | (ii) | sell all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the Equity Transaction). | | The Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investments issuance of the Rollover Units to the Company (See Note 2 Summary of Significant Accounting Policies and Note 12 Equity Method Investment). The Equity Transaction contains customary terms and conditions and are subject to working capital adjustments. Negotiations between the parties are ongoing, and the Companys estimate of the range of adjustments resulting in a lower recognized gain is approximately $1,349 to $5,344, with the midpoint equal to $3,347. The Company determined that the midpoint appears to be a better estimate than any other amount within the range, and, accordingly, has recorded a consideration due to buyer of $3,347 on December 31, 2024, related to anticipated net working capital adjustments. It is at least reasonably possible that the estimate will change in the near term and the effect of the change may be material. Following the execution of the Equity Purchase Agreement, the Equity Transaction was consummated on October 29, 2024 (the Closing Date). PCEP represents the entirety of the Companys Electrical Infrastructure segment. As a result, the assets and liabilities of PCEP have been presented separately under the captions Current assets held for sale, Noncurrent assets held for sale and Current liabilities held for sale in the consolidated balance sheet as of December 31, 2023. The results of operations of PCEP, as well as the gain realized on the sale of $35,044, have been presented under the caption Income from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2024, and 2023. *Summarized Held for Sale and Discontinued Operation Financial Information* A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale in the consolidated balance sheet, is as follows: SCHEDULE OF SUMMARIZED HELD FOR SALE AND DISCONTINUED OPERATION FINANCIAL INFORMATION | | | 2024 | | | 2023 | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Assets held for sale: | | | | | | | | | | | Current assets: | | | | | | | | | | | Accounts receivable, net of allowance for credit losses of $97 | | $ | - | | | $ | 7,791 | | | | Inventories, net | | | - | | | | 4,501 | | | | Prepaid expenses and other current assets | | | - | | | | 1,353 | | | | Total current assets | | | - | | | | 13,645 | | | | Property and equipment, net | | | - | | | | 298 | | | | Operating lease right-of-use assets | | | - | | | | 335 | | | | Other assets | | | - | | | | 42 | | | | Assets held for sale | | $ | - | | | $ | 14,320 | | | | | | | | | | | | | | | Liabilities held for sale: | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | - | | | $ | 4,497 | | | | Current portion of operating lease liabilities | | | - | | | | 346 | | | | Deferred revenue | | | - | | | | 4,625 | | | | Liabilities held for sale | | $ | - | | | $ | 9,468 | | | The income tax (benefit/expense) associated with discontinued operations in 2024 primarily reflects the tax effects of disposal gains along with the utilization of previously unrecognized tax attributes and valuation allowance reversals. The previous valuation allowance established on these deferred tax assets were reversed when the Company entered into a definitive sale agreement during the year. The closing of the transaction provided certainty related to the amounts realized and the resulting gain for tax purposes allowed the company to utilize the deferred tax assets. The determination whether it was more likely than not that the deferred tax assets were not going to be realized was no longer applicable. | 50 | | The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities from discontinued operations were as follows: SCHEDULE OF ACCOUNTING CREATING DEFERRED INCOME TAX | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Deferred tax assets | | | | | | | | | | | U.S. net operating loss carry forward | | $ | - | | | $ | 4,072 | | | | Non-deductible reserves | | | - | | | | 951 | | | | Tax credits | | | - | | | | 39 | | | | Intangibles | | | - | | | | 366 | | | | Total deferred tax assets | | | - | | | | 5,428 | | | | Valuation allowance | | | - | | | | (5,449 | ) | | | Net deferred tax assets | | | - | | | | (21 | ) | | | Deferred tax liabilities | | | | | | | | | | | Fixed assets | | | - | | | | 21 | | | | Net deferred tax liabilities | | | - | | | | 21 | | | | Deferred asset, net | | $ | - | | | $ | - | | | Income tax expense associated with discontinued operations totaled $5,497 in 2024 and $0 in 2023, reflecting tax disposal gains, offset by utilization of tax attributes and related valuation allowance reversals. The following table summarizes the results from discontinued operations, net of tax included in the consolidated statements of operations for the years ended December 31, 2024, and 2023: | | | 2024 | | | 2023 | | | | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Revenues | | $ | 12,962 | | | $ | 30,377 | | | | Cost of goods sold | | | 10,521 | | | | 24,252 | | | | Gross profit | | | 2,441 | | | | 6,125 | | | | Operating expenses | | | | | | | | | | | Selling, general and administrative | | | 2,278 | | | | 1,744 | | | | Total operating expenses | | | 2,278 | | | | 1,744 | | | | Operating income from discontinued operations | | | 163 | | | | 4,381 | | | | Interest expense | | | 2 | | | | - | | | | Gain on sale of business, net of taxes | | | (35,044 | ) | | | - | | | | Other expense | | | 1 | | | | - | | | | Net income from discontinued operations | | $ | 35,204 | | | $ | 4,381 | | | The cash flows related to the discontinued operations have not been segregated and are included in the consolidated statements of cash flows. ** Furthermore, the below table illustrates certain cash flows from discontinued operations: | | | 2024 | | | 2023 | | | | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Operating activities | | | | | | | | | | | Depreciation | | $ | 77 | | | $ | 73 | | | *Continuing Involvement* As a result of the Companys investment in Rollover Units of Investment, which is accounted for as an equity method investment (see Note 2 - Summary of Significant Accounting Policies Equity-Method Investment), the Company determined that it has continuing involvement with the discontinued operation, which is expected to continue for as long as the Company retains its investment in Rollover Units. There are no revenues or expenses presented in continuing operations after the disposal transaction that before the disposal transaction were eliminated in the Companys consolidated financial statements as intra-entity transactions. The equity method investment did not result in any pretax income or losses reported on the Companys consolidated statements of operations for the years ended December 31, 2024 or 2023. Prior to the disposal transaction, the Company owned 100% of the discontinued operation, PCEP. In 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. **** | 51 | | **** **** **12. EQUITY-METHOD INVESTMENT** **** **** As disclosed in Note 11 Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP. As part of the transaction, the Company retained an equity interest in PCEP via the issuance of Rollover Units. The Company estimated the fair value of the retained equity interest on the date of deconsolidation, which was determined to be $2,000 based on the Companys proportionate share of Investment, which was calculated using the market approach based on the Equity Transaction. **13. BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION** The CEO, as the Chief Operating Decision Maker (CODM), organizes the Company, manages resource allocations and measures performance of the Companys single operating segment, Critical Power Solutions. The Critical Power Solutions reportable segment is the Companys Titan Energy Systems, Inc. business unit. The Critical Power Solutions segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency. The CODM assesses the Companys performance and decides how to allocate resources based on consolidated net income (loss) in the 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 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 consolidated statements of operations as a part of the consolidated net income (loss). The other segment item that is regularly provided to the CODM includes other income (expense) which is disclosed as a separate line item in the consolidated statements of operations. Other income and expenses consist of interest income and interest expense, which are disclosed as separate line items in the consolidated statements of operations. On October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital. Prior to the sale of the Electrical Infrastructure segment, the Companys CODM assessed performance and allocated resources amongst its tworeportable segments. See Note 11- Discontinued Operations for additional information. Revenues are attributable to countries based on the location of the Companys customers: SCHEDULE OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Revenues | | | | | | | | | | | United States | | $ | 19,909 | | | $ | 11,116 | | | | Canada | | | 2,970 | | | | - | | | | Total | | $ | 22,879 | | | $ | 11,116 | | | Approximately 22% and 13% of the Companys revenues during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia Hydro and Power Authority, respectively. Approximately 14% of the Companys sales during the year ended December 31, 2023, were made to Target Corporation. The distribution of the Companys property and equipment by geographic location is approximately as follows: SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC LOCATION | | | December 31, | | | | | | 2024 | | | 2023 | | | | Property and equipment | | | | | | | | | | | United States | | $ | 6,503 | | | $ | 3,601 | | | | 52 | | **** **14. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE** Basic earnings (loss) per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted earnings (loss) per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. Dilutive common equivalent shares consist of shares that would be issued upon the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method. A reconciliation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Numerator: | | | | | | | | | | | Loss from continuing operations | | $ | (3,349 | ) | | $ | (6,279 | ) | | | Income from discontinued operations, net of income taxes | | | 35,204 | | | | 4,381 | | | | Net income (loss) | | $ | 31,855 | | | $ | (1,898 | ) | | | | | | | | | | | | | | Denominator: | | | | | | | | | | | Weighted average common shares outstanding - basic | | | 10,745,217 | | | | 9,905,234 | | | | Effect of dilutive securities: | | | | | | | | | | | Stock options | | | 186,958 | | | | 138,565 | | | | Restricted stock units | | | 21,686 | | | | 83,389 | | | | Weighted average common shares outstanding - diluted | | | 10,953,861 | | | | 10,127,188 | | | | | | | | | | | | | | | Basic (loss) earnings per share: | | | | | | | | | | | Loss per share from continuing operations | | $ | (0.31 | ) | | $ | (0.63 | ) | | | Earnings per share from discontinued operations | | | 3.28 | | | | 0.44 | | | | Basic earnings (loss) per share | | $ | 2.97 | | | $ | (0.19 | ) | | | | | | | | | | | | | | Diluted (loss) earnings per share: | | | | | | | | | | | Loss per share from continuing operations | | $ | (0.31 | ) | | $ | (0.63 | ) | | | Earnings per share from discontinued operations | | | 3.21 | | | | 0.43 | | | | Diluted earnings (loss) per share | | $ | 2.90 | | | $ | (0.20 | ) | | 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 | | | 2024 | | | 2023 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2024 | | | 2023 | | | | Stock options | | | 339,500 | | | | 402,500 | | | | Total | | | 339,500 | | | | 402,500 | | | **15. SUBSEQUENT EVENTS** On January 7, 2025, the Company paid a one-time special cash dividend of an aggregate of $16,665. | 53 | | **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.** Not applicable. **ITEM 9A. CONTROLS AND PROCEDURES.** **Managements Conclusions Regarding Effectiveness of Disclosure Controls and Procedures** We conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K. The disclosure controls and procedures evaluation was done in conjunction with an independent consultant and consulting firm and under the supervision and with the participation of management, including our chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. As of December 31, 2024, based on the evaluation of these disclosure controls and procedures, and in light of the material weakness found in our internal controls over financial reporting, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective. In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. **Managements Annual Report on Internal Control over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate over time. Management, including our chief executive officer and our chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, we determined that the Companys internal control over financial reporting was not effective as of December 31, 2024, due to the lack of sufficient accounting personnel and, as a result, the Company is unable to maintain proper segregation of duties. | 54 | | **** **Managements Plan to Remediate the Material Weakness** The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting. Specifically, the Company: | | has engaged external third parties for assistance as needed; | | | | has contracted to implement a new ERP system allowing for systemic enforcement of segregation of duties rules; and | | | | will be enhancing, designing and implementing process-level and general information technology controls relevant to the financial reporting process within the new ERP system. | | **** Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies. The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. These steps will take time to be fully implemented and confirmed to be effective and sustainable. Additional controls may also be required over time. While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls. Until the remediation steps set forth above are fully implemented and tested, the material weakness described above will continue to exist. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting, as permitted by the rules of the SEC. **** **Changes in Internal Control over Financial Reporting** During the year ended December 31, 2023, the Company identified material weaknesses in our internal control over financial reporting related to the Electrical Infrastructure segment. The material weaknesses were due to deficiencies in the segments revenue recognition of over-time contracts and associated costs, recognition of costs incurred by contract, and lack of an inventory automated tracking system. On October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital. As a result of the sale, the deficiencies that contributed to the material weaknesses identified during the year ended December 31, 2023 were eliminated, and the Companys controls were modified in order to consider the Companys remaining business. Accordingly, managements assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2024 considered the controls in place as of such date. Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2024, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. **ITEM 9B. OTHER INFORMATION.** None. **ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.** **** Not applicable. | 55 | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.** **Executive Officers and Directors** The following table sets forth the name, age and positions of our executive officers and the members of our board of directors: | Name | | Age | | Position with the Company | | | Nathan J. Mazurek | | 63 | | President, Chief Executive Officer and Chairman of the Board of Directors | | | Walter Michalec | | 36 | | Chief Financial Officer, Secretary and Treasurer | | | Yossi Cohn | | 46 | | Director | | | Ian Ross | | 81 | | Director | | | David Tesler | | 51 | | Director | | | Jonathan Tulkoff | | 63 | | Director | | | Thomas Klink | | 62 | | Director | | | Kytchener Whyte | | 72 | | Director | | The board of directors currently consists of seven members. Our directors hold office until the earlier of their death, resignation or removal by stockholders or until their successors have been qualified. Our directors serve a term of office to expire at the annual meeting of stockholders in 2024. Pursuant to an amendment to our bylaws, effective September 21, 2023, elected directors shall hold office until the next annual meeting of the stockholders, or until their successors shall be duly elected and qualified. Our officers hold office until the earlier of their death, resignation or removal by our board of directors or until their successors have been selected. They serve at the pleasure of our board of directors. **Nathan J. Mazurek.**Mr. Mazurek has served as our chief executive officer, president and chairman of the board of directors since December 2, 2009. From December 2, 2009, through August 12, 2010, Mr. Mazurek also served as our chief financial officer, secretary and treasurer. Mr. Mazurek has over 25 years of experience in the electrical equipment and components industry. Mr. Mazurek has served as the chief executive officer, president, vice president, sales and marketing and chairman of the board of directors of Pioneer Transformers Ltd. since 1995. Mr. Mazurek has served as the president of American Circuit Breaker Corp., a former manufacturer and distributor of circuit breakers, since 1988. From 1999 through 2017, Mr. Mazurek served as director of Empire Resources, Inc., a distributor of semi-finished aluminum and steel products. From 2002 through 2007, Mr. Mazurek served as president of Aerovox, Inc., a manufacturer of AC film capacitors. Mr. Mazurek received his BA from Yeshiva College in 1983 and his JD from Georgetown University Law Center in 1986. Mr. Mazurek brings to the board of directors extensive experience with our company and in our industry. Since he is responsible for, and familiar with, our day-to-day operations and implementation of our strategy, his insights into our performance and into the electrical equipment and components industry are critical to board discussions and to our success. **** **Walter Michalec***.* Mr. Michalec was appointed by our board of directors to act as the interim Chief Financial Officer of the Company, effective as of April 15, 2020, replacing Mr. Klink after his resignation as Chief Financial Officer. On May 13, 2021, our board of directors assigned Mr. Michalec the title of Chief Financial Officer of the Company and removed the title of Interim Chief Financial Officer, effective May 16, 2021. Mr. Michalec also serves as the Companys principal accounting officer, principal financial officer, treasurer and secretary. Mr. Michalec has served various positions at the Company, most recently as its corporate controller from August 2019 to April 2020. Before becoming the corporate controller, Mr. Michalec served as the Companys operations controller from March 2016 to August 2019, reporting to the Chief Financial Officer, and as the Companys senior accountant from May 2012 to February 2016, reporting to the Companys corporate controller. Prior to working for the Company, Mr. Michalec served as a public accountant for Mendonca & Partners Certified Public Accountants, LLC in Union, NJ. Mr. Michalec received his Bachelor of Science in Accounting and a Minor in Criminal Justice from Kean University in 2011. **Yossi Cohn.** Mr. Cohn has served as a director since December 2, 2009. Mr. Cohn founded EastSky Properties, LLC in June 2019 and L3C Capital Partners, LLC in June 2009, both an investor in multi-family residential properties, and serves as a partner in both firms. Mr. Cohn served as a director of investor relations at IDT Corporation, a NYSE-listed telecommunications company, from September 2005 through May 2007. Prior to joining IDT Corporation, Mr. Cohn was a director of research at SAGEN Asset Management, an asset manager of funds of hedge funds, from January 2005 through May 2005. Mr. Cohn began his career as an analyst in the funds-of-funds investment group of Millburn Ridgefield Corporation, where he worked from 2001 through January 2005. Our board believes Mr. Cohns background at these and other companies, particularly in areas of capital markets, financial, strategic and investment management experience, makes him an effective member of our board of directors. | 56 | | **Ian Ross.** Mr. Ross has served as a director since March 24, 2011. In 2000, Mr. Ross co-founded and has since served as president of Omniverter Inc., a company specializing in electrical power quality solutions for industrial producers and electrical utilities in the United States and Canada. He has also served as the president of KIR Resources Inc. and KIR Technologies Inc. since 1999, companies engaged in management consulting and import/export activities in the electrical equipment industry, respectively. Mr. Ross previously held positions in Canada as vice president technology with Schneider Canada, a specialist in energy management, and vice president of the distribution products business at Federal Pioneer Ltd., now part of Schneider Canada. Previously, Mr. Ross held a number of successive board level positions in UK engineering companies, culminating in five years as managing director, Federal Electric, Ltd., before moving to Canada in 1986 at the request of Federal Pioneer Ltd. He received an MA in mechanical sciences (electrical and mechanical engineering) from Cambridge University and subsequently qualified as an accountant ACMA. Our board of directors believes that Mr. Ross relationships and broad experience in the electrical transmission and distribution equipment industry will assist us in continuing to grow our business and realizing our strategic goals. **David Tesler.** Mr. Tesler has served as a director since December 2, 2009. Mr. Tesler is President of LeaseProbe, LLC, a provider of lease abstracting services, since he founded the company in 2004. In 2008, LeaseProbe, LLC acquired Real Diligence, LLC, a provider of financial due diligence services. The combined company does business as Real Diligence and operates as an integrated outsourced provider of legal and commercial due diligence services for the commercial real estate industry. Prior to 2004, Mr. Tesler practiced law at Skadden Arps Slate Meager & Flom LLP and at Jenkens & Gilchrist, Parker Chapin LLP. Mr. Tesler received his BA from Yeshiva College, an MA in medieval history from Bernard Revel Graduate School and a JD from Benjamin A. Cardozo School of Law. Mr. Tesler brings extensive legal, strategic and executive leadership experience to our board of directors. **Jonathan Tulkoff.**Mr. Tulkoff has served as director since December 2, 2009. Mr. Tulkoff began his career as a currency trader at Marc Rich & Co, he then joined Forest City enterprises, a publicly traded real estate development company, and was a VP in the acquisition and development division. In 2016, Mr. Tulkoff founded Commodity Asset Management, an industrial materials investment fund. For the last twenty years, Mr. Tulkoff has been involved in trading, marketing and financing of physical commodities, with distinct expertise in ferrous metals. Mr. Tulkoff is Series 3 licensed. Our board of directors believes Mr. Tulkoffs extensive strategic, international and executive leadership experience, particularly in commodity markets for metal products which represent one of the largest components of our companys cost of manufacture, make him an effective member of our board of directors. **** **Thomas Klink.** Mr. Klink has served as a director since April 30, 2010, and has been employed as a consultant since January 1, 2024. Mr. Klink served as our chief financial officer, secretary and treasurer from January 7, 2016, until April 15, 2020. Since 1996, he has served in various positions at Jefferson Electric, Inc., including as its chief executive officer, chief financial officer, vice president, treasurer, secretary and chairman of the board of directors. Previously, from 1994 to 1996, Mr. Klink served as a division controller at MagneTek, Inc., a company listed on Nasdaq at that time, reporting to the corporate controller. Mr. Klink also previously served as a controller for U.S. Music Corporation, a manufacturer of musical instruments from 1990 through 1994. Mr. Klink received his BBA in Accounting from the University of Wisconsin - Milwaukee in 1984. Mr. Klink brings extensive industry and leadership experience to our board, including over 25 years of experience in the electrical equipment industry. Mr. Klink is currently employed as a consultant for several businesses, supporting their accounting and integration programs. **Kytchener Whyte.**Mr. Whyte has served as a director since November 17, 2022. Mr. Whyte has over 45 years of extensive experience in the Electrical Power Distribution & Controls industries with an emphasis on manufacturing, sales and marketing. Since July 31, 2015, Mr. Whyte has been a consultant and served as President of PCEP. Since January 2016, Mr. Whyte has been President of Blue Mountain Industries, Inc., a consulting, electrical engineering and marketing consultancy firm concentrating on the electrical utility, petrochemical and marine markets. From 1999 to 2015, Mr. Whyte was the President and owner of Pacific, based in Southern California. Pacific manufactured electrical power distribution and control products such as its trailblazing IPC units for applications in the petroleum, refining, electric transit and utility industries. Mr. Whyte served as General Manager for CGI, Inc., a manufacturer of Electrical Power Distribution and Controls products from 1993 to 1999. Prior to his time at CGI, Inc., Mr. Whyte was the Vice President for Electrical Power Products between 1985 and 1993. A native of Jamaica, Mr. Whyte is a graduate of Prospect College in St. Mary, Jamaica, and a graduate of Los Angeles Trade Technical College. Mr. Whyte is a United States Air Force Vietnam era veteran, a private pilot and the builder of experimental aircrafts. With his many years of experience in manufacturing, sales, marketing, product design and implementation, Mr. Whyte brings to the board invaluable insights and expertise, and the ability to turn problems into opportunities. The board of directors believes that the overall experience and knowledge of the members of the board of directors will contribute to the overall success of our business. **Family Relationships** There are no family relationships among any of our directors and executive officers. Mr. Mazurek is a party to a certain agreement related to his service as an executive officer and director described in the Agreements with Executive Officers section of Item 11. Mr. Michalec is a party to a certain agreement related to his service as an executive officer described in the Agreements with Executive Officers section of Item 11. | 57 | | **Delinquent Section 16(a) Reports** Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, officers and persons who own more than ten percent of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2024, each of our directors, officers and greater than ten percent stockholders complied with all Section 16(a) filing requirements applicable to our directors, officers and greater than ten percent stockholders. **Board Committees** **** Our board of directors currently has three standing committees: the audit committee, the nominating and corporate governance committee, and the compensation committee, each of which is described below. All standing committees operate under a charter that has been approved by the board of directors. *Audit Committee*. Our board of directors established an audit committee on March 24, 2011, which has the composition and responsibilities described below. The audit committee consists of Messrs. Cohn, Ross and Tulkoff, each of whom our board of directors has determined to be financially literate and qualify as an independent director under Section 5605(a)(2) of the rules of the Nasdaq Stock Market. In addition, Mr. Ross is the chairman of the audit committee and has been determined by our board of directors to be a financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committees duties are to recommend to our board of directors the engagement of independent auditors to audit our consolidated financial statements and to review our accounting and auditing principles. The audit committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee held a total of five meetings during the fiscal year ended December 31, 2024. The audit committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. Copies of the charter can be obtained free of charge from the Companys web site, www.pioneerpowersolutions.com, by contacting the Company by mail at the address appearing on the first page of this Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700. *Compensation Committee.*On January 18, 2022, the board of directors designated a compensation committee (the compensation committee). Our compensation committee is composed of Messrs. Tessler and Cohn, each of whom our board of directors has determined to qualify as an independent director under Section 5605(a)(2) of the rules of the Nasdaq Stock Market. Pursuant to its charter, the compensation committee shall be comprised of at least two (2) independent members of the board of directors who shall also satisfy such other criteria imposed on members of the compensation committee pursuant to the federal securities laws and the rules and regulations of the SEC and the Nasdaq Stock Market. The compensation committees duties are to discharge the responsibilities of the board of directors relating to compensation of the Companys directors and executive officers, to assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans, to oversee the annual process of evaluation of the performance of the Companys management, and to perform such other duties and responsibilities as enumerated in and consistent with its charter. The compensation committee may designate one or more subcommittees, each subcommittee to consist of at least two members of the compensation committee. Any such subcommittee, to the extent provided in the resolutions of the compensation committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the compensation committee. The compensation committee has authority to retain or obtain the advice of compensation consultants, legal counsel, experts and other advisors as the compensation committee may deem appropriate in its sole discretion. The compensation committee is directly responsible for the appointment, compensation and oversight of its consultants, legal counsel, experts and advisors and has sole authority to approve their fees and retention terms, and the Company will provide funding for such fees and related expenses. Our compensation committee has not retained the services of any compensation consultants. The compensation committee held a total of two meetings during the fiscal year ended December 31, 2024. The compensation committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. Copies of the charter can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of this Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700. *Nominating Committee.*On January 18, 2022, the board of directors designated a nominating and corporate governance committee (the nominating committee). Our nominating committee is composed of Messrs. Tessler and Tulkoff, each of whom our board of directors has determined to qualify as an independent director under Section 5605(a)(2) of the rules of the Nasdaq Stock Market. Pursuant to its charter, the nominating committee shall be comprised of at least two (2) independent members of the board of directors who shall also satisfy such other criteria imposed on members of the nominating committee pursuant to the federal securities laws and the rules and regulations of the SEC and the Nasdaq Stock Market. The nominating committees duties are to assist the board of directors by identifying potential qualified nominees for director and recommend to the board of directors for nomination candidates for the board of directors, developing the Companys corporate governance guidelines and additional corporate governance policies, exercising such other powers and authority as are set forth in the charter of the nominating committee and exercising such other powers and authority as shall from time to time be assigned to such committee by resolution of the board of directors. The nominating committee held a total of two meetings during the fiscal year ended December 31, 2024. | 58 | | The nominating committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. Copies of the charter can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of this Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700. **Code of Business Conduct and Ethics** We have adopted a code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer and principal financial and accounting officer, which is posted on our website at www.pioneerpowersolutions.com. We intend to disclose future amendments to certain provisions of the code of ethics, or waivers of such provisions granted to executive officers and directors, on this website within four business days following the date of such amendment or waiver. **Insider Trading Policy** We maintain an insider trading policy that applies to our officers, directors and employees that prohibits trading our securities during certain established periods and when in possession of material non-public information. It also prohibits, unless approved in advance in limited circumstances by the policy administrator, the hedging of our securities, including short sales or purchases or sales of derivative securities based on our securities, and the use of our securities to secure a margin or other loan. Since the adoption of our insider trading policy, the policy administrator has not granted any such exemptions to the policys general prohibition on hedging or pledging. A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K. **** | 59 | | **** **ITEM 11. EXECUTIVE COMPENSATION** **Compensation Philosophy and Process** Since January 18, 2022, the responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers lies with our compensation committee. Our compensation committee has not retained the services of any compensation consultants. The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our size and available resources. In 2018, we designed our executive compensation program to achieve the following objectives: | | attract and retain executives experienced in developing and delivering products such as our own; | | | | motivate and reward executives whose experience and skills are critical to our success; | | | | reward performance; and | | | | align the interests of our executive officers and other key employees with those of our stockholders by motivating our executive officers and other key employees to increase stockholder value. | | We appointed a compensation committee in January 2022 when we no longer qualified as a controlled company under the corporate governance rules of the Nasdaq Stock Market. We did not engage any compensation consultants to determine or recommend the amount and form of executive and director compensation during and for the year ended December 31, 2024. At this time, our compensation committee has, and previously our board of directors had, determined that the financial and administrative burden of engaging compensation consultants is not justified in light of our Companys size, its resources and our relatively small number of executive officers and directors. Rather, beginning in the year ended December 31, 2022, we anticipate that the recommended level, components and rationale for our compensation program will be developed and presented each year by our compensation committee to the board of directors for its consideration and approval. **** We adopted a Clawback Policy on November 9, 2023, as an additional safeguard to mitigate compensation risks. The Clawback Policy is incorporated by reference as Exhibit 97.1 to this Annual Report. **Summary Compensation Table** The following table summarizes, for each of the last two fiscal years ended December 31, 2024, and 2023, the compensation paid to (i) Nathan J. Mazurek, our chief executive officer, president and chairman of the board of directors, and (ii) Walter Michalec, our chief financial officer, secretary and treasurer, whom we refer to collectively herein as the named executive officers. | | | | | | | | | | | | Stock | | | Option | | | All other | | | | | | | | | Years | | | Salary | | | Bonus | | | awards (1) | | | awards (1) | | | compensation | | | Total | | | | Name and principal position | | | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | Nathan J. Mazurek (i) | | | 2024 | | | | 650,500 | | | | 2,000,000 | | | | - | | | | 50,660 | | | | 21,000 | (2 | ) | | | 2,722,160 | | | | President, Chief Executive Officer, Chairman of the Board of Directors | | | 2023 | | | | 562,500 | | | | - | | | | 575,000 | | | | 43,514 | | | | 15,000 | (2 | ) | | | 1,196,014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Walter Michalec (ii) | | | 2024 | | | | 300,000 | | | | 164,000 | | | | 296,000 | | | | - | | | | - | | | | | 760,000 | | | | Chief Financial Officer, Secretary, and Treasurer | | | 2023 | | | | 220,000 | | | | 31,000 | | | | - | | | | - | | | | - | | | | | 251,000 | | | | (1) | Amounts represent the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, with the exception that the amounts shown assume no forfeitures. The assumptions used to calculate the value of share-based awards are set forth in Item 8. Financial Statements and Supplementary Data Note 9. Stock-Based Compensation contained in this Annual Report. These amounts do not represent the actual value that may be realized by our named executive officers, as that is dependent on the long-term appreciation in our common stock. | | | (2) | Comprised of board of directors meeting fees. | | **** | 60 | | **** **Agreements with Executive Officers** *Nathan J. Mazurek* We entered into an employment agreement with Mr. Mazurek, dated as of December 2, 2009, pursuant to which Mr. Mazurek was to serve as our chief executive officer for a term of three years. Pursuant to this employment agreement, Mr. Mazurek was entitled to receive an annual base salary of $250,000 from December 2, 2009 through December 2, 2010, which was increased to $275,000 on December 2, 2010 and to $300,000 on December 2, 2011. Mr. Mazurek was entitled to receive an annual cash bonus at the discretion of our board of directors, or a committee thereof, of up to 50% of his annual base salary, which percentage was permitted to be increased in the discretion of the board. This agreement prohibited Mr. Mazurek from competing with us for a period of four years following the date of termination, unless he was terminated without cause or due to disability or he voluntarily resigned following a breach by us of this agreement, in which case he was prohibited from competing with us for a period of only two years. We entered into a new employment agreement with Mr. Mazurek, dated as of March 30, 2012, pursuant to which Mr. Mazurek will serve as our chief executive officer for a three year term ending on March 31, 2015. Pursuant to this new employment agreement, Mr. Mazurek was entitled to receive an annual base salary of $350,000 during the remainder of the 2012 calendar year, which increased to $365,000 during the 2013 calendar year and then to $380,000 for the remainder of his employment term. The other material terms of the new employment agreement are substantially similar to those under his previous agreement, except that Mr. Mazurek has agreed not to compete with us for a period of one year following the termination of his employment for any reason. On November 11, 2014, we entered into a first amendment to our employment agreement with Mr. Mazurek, pursuant to which the term of the employment agreement was extended by a period of three years ending on March 31, 2018. In addition, pursuant to this employment agreement, as amended, Mr. Mazurek became entitled to receive an annual base salary of $410,000 beginning on the amendment effective date and ending on December 31, 2015, which increased to $425,000 during the 2016 calendar year. On June 30, 2016, we entered into a second amendment to our employment agreement with Mr. Mazurek, pursuant to which the term of the employment agreement was extended by a period of five years ending on March 31, 2021. In addition, pursuant to this employment agreement, as amended, Mr. Mazurek became entitled to receive an annual base salary of $425,000 for the period beginning on January 1, 2016 and ending on December 31, 2016, $440,000, for the period beginning on January 1, 2017 and ending on December 31, 2017, $465,000, for the period beginning on January 1, 2018 and ending on December 31, 2018, $490,000, for the period beginning on January 1, 2019 and ending on December 31, 2019, and $515,000 per annum, for the period beginning on January 1, 2020 and ending on March 31, 2021. On March 30, 2020, the Company and Mr. Mazurek entered into a third amendment in order to (i) extend the termination date of the agreement from December 31, 2020, to March 31, 2023, and (ii) set Mr. Mazureks annual base salary at $415,000 for the period beginning on April 1, 2020 and ending on March 31, 2021; $435,500, for the period beginning on April 1, 2021 and ending on March 31, 2022; and $457,500, for the period beginning on April 1, 2022 and ending on March 31, 2023. On April 25, 2022, the Company and Mr. Mazurek entered into a fourth amendment in order to (i) extend the termination date of the Mazurek Agreement from March 31, 2023, to December 31, 2024, and (ii) adjust Mr. Mazureks annual base salary at $535,500, for the period beginning on January 1, 2022 and ending on December 31, 2022, $562,500, for the period beginning on January 1, 2023 and ending on December 31, 2023, and $590,500, for the period beginning on January 1, 2024 and ending on December 31, 2024. On December 26, 2023, the Company and Mr. Mazurek entered into a fifth amendment in order to (i) extend the termination date of the Mazurek Agreement from December 31, 2024 to December 31, 2026, and (ii) adjust Mr. Mazureks annual base salary at $650,500, for the period beginning on January 1, 2024 and ending on December 31, 2024, $675,500, for the period beginning on January 1, 2025 and ending on December 31, 2025, and $700,500, for the period beginning on January 1, 2026 and ending on December 31, 2026. If Mr. Mazurek is terminated without cause, he is entitled to receive (i) any unpaid base salary accrued through the date of his termination, (ii) any unreimbursed expenses properly incurred prior to the date of his termination, and (iii) severance pay equal to the base salary that would have been payable to Mr. Mazurek for the remainder of the term of his executive employment agreement, which expires on December 31, 2026, less applicable withholdings and taxes. As a precondition to receiving severance pay, Mr. Mazurek is required to execute and deliver within sixty (60) days following his termination a general release of claims against the us and our subsidiaries and affiliates that may have arisen on or before the date of the release. For purposes of Mr. Mazureks executive employment agreement, cause generally means termination because of: (i) an act or acts of willful or material misrepresentation, fraud or willful dishonesty by Mr. Mazurek; (ii) any willful misconduct by Mr. Mazurek with regard to the Company; (iii) any violation by Mr. Mazurek of any fiduciary duties owed by him to the Company; (iv) Mr. Mazureks conviction of, or pleading nolo contendere or guilty to, a felony (other than a traffic infraction) or (v) any other material breach by Mr. Mazurek of the executive employment agreement that is not cured by him within twenty (20) days after his receipt of a written notice from the Company of such breach specifying the details thereof. | 61 | | In connection with his employment agreement, we granted Mr. Mazurek an award of restricted stock units (RSUs) under the 2021 Pioneer Power Solutions, Inc. Long-Term Incentive Plan (as amended, the 2021 Plan) covering 100,000 shares of the Companys common stock, with such RSUs being subject to the terms and conditions of the 2021 Plan and a Restricted Stock Unit Award Agreement, which agreement provided, among other things, that (a) the RSUs shall vest as of the date of grant, and (b) such vested RSUs shall be converted into shares of the Companys common stock no later than March 15, 2024. The award had a grant date fair value of $575,000. In connection with the vesting of the RSUs, we paid on Mr. Mazureks behalf an aggregate amount of $272,829.32 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding. On September 20, 2023, we and Mr. Mazurek entered into a letter agreement pursuant to which Mr. Mazurek agreed to surrender and cancel 44,363 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse us for the tax payment we made on his behalf. Upon the surrender and cancellation of the shares, we were fully reimbursed. See *Part III. Item 13 - Certain Related Transactions and Relationships*. *Walter Michalec* Mr. Michalec was appointed by our board of directors to act as the Interim Chief Financial Officer of us, effective as of April 15, 2020, replacing Mr. Klink after his resignation as Chief Financial Officer. On May 13, 2021, our board of directors assigned Mr. Michalec the title of Chief Financial Officer and removed the title of Interim Chief Financial Officer, effective May 16, 2021. Mr. Michalec also serves as our principal accounting officer, principal financial officer, treasurer and secretary. On April 25, 2022, we and Mr. Michalec entered into an employment agreement under which we agreed to employ Mr. Michalec as its Chief Financial Officer, Secretary and Treasurer for a term of three (3) years, commencing on January 1, 2022 and ending on December 31, 2024, unless such employment is terminated earlier in accordance with the agreement. Mr. Michalec is entitled to an annualized base salary at a rate of $200,000 per annum for the period of January 1, 2022 through December 31, 2022, $220,000 per annum for the period of January 1, 2023 through December 31, 2023, and $240,000 per annum for the period of January 1, 2023 through the end of the employment period. Mr. Michalecs employment may be terminated upon his death or disability, upon the occurrence of certain events that constitute cause, and without cause. If terminated without cause, Mr. Michalec will be entitled to receive as severance an amount equal to his base salary for the remainder of the employment period under the agreement. On December 26, 2023, the Company and Mr. Michalec entered into a first amendment in order to (i) extend the termination date of the Michalec Agreement from December 31, 2023 to December 31, 2026, and (ii) adjust Mr. Michalecs annual base salary at $300,000, for the period beginning on January 1, 2024 and ending on December 31, 2024, $325,000, for the period beginning on January 1, 2025 and ending on December 31, 2025, and $350,000, for the period beginning on January 1, 2026 and ending on December 31, 2026. In connection with the employment agreement entered into between the Company and Mr. Michalec, effective April 25, 2022, the Company granted Mr. Michalec an award of RSUs under the 2021 Plan pursuant to that certain Restricted Stock Unit Award Agreement (the RSU Award) covering 375,000 shares of the Companys common stock, vesting in three equal installments on each of May 1st of 2022, 2023, and 2024. In connection with the vesting of the RSUs, we paid on Mr. Michalecs behalf an aggregate amount of $481,220.28 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding, and the Company had been reimbursed $34,000.00 from payroll withholding as of September 20, 2023. On September 20, 2023, we and Mr. Michalec entered into a letter agreement pursuant to which Mr. Michalec agreed to surrender and cancel 72,719 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse us for the remaining amount of the tax payment we made on his behalf. Upon the surrender and cancellation of the shares, we were fully reimbursed. See *Part III. Item 13 - Certain Related Transactions and Relationships*. In addition, on September 20, 2023, Mr. Michalecs RSU Award was amended to provide that his future tax withholding obligations in connection with the RSU Award can be satisfied, among others, by us withholding the shares to be delivered upon conversion of the RSUs having an aggregate fair market value that equals the required tax withholding payment, in our sole discretion. During the year ended December 31, 2024, Mr. Michalec agreed to surrender shares of common stock to the Company, totaling an aggregate of 62,281 shares (57,541 shares on June 7, 2024, with a fair value of $220 and 4,740 shares on October 22, 2024, with a fair value of $29) in connection with income and payroll tax obligations paid by the Company in connection with the exercising of options and vesting of RSUs. The shares were cancelled and retired by the Company. See *Part III. Item 13 - Certain Related Transactions and Relationships*. | 62 | | **** **Outstanding Equity Awards at Fiscal Year End** **** The following table provides information on stock options previously awarded to each of the named executive officers and which remained outstanding as of December 31, 2024. This table includes unexercised and unvested options awards. Each outstanding stock option award is shown separately for each named executive officer. | | | Option awards | | | | | | | Number of | | Number of | | | | | | | | | | | | | securities | | securities | | | | | | | | | | | | | underlying | | underlying | | | Adjusted | | | | | | | | | | unexercised | | unexercised | | | option | | | | | | | | | | options | | options | | | exercise | | | Option | | | | | Date | | (#) | | (#) | | | price (4) | | | expiration | | | Name | | of grant | | exercisable | | unexercisable | | | ($) | | | date | | | Nathan J. Mazurek | | 3/30/2015 | | | 1,000 | (3) | | | | - | | | | 7.48 | | | 3/30/2025 | | | | | 3/10/2016 | | | 1,000 | (3) | | | | - | | | | 2.18 | | | 3/10/2026 | | | | | 3/30/2017 | | | 130,000 | (2) | | | | - | | | | 5.80 | | | 3/30/2027 | | | | | 3/30/2017 | | | 1,000 | (3) | | | | - | | | | 5.80 | | | 3/30/2027 | | | | | 4/3/2018 | | | 1,000 | (3) | | | | - | | | | 4.10 | | | 4/3/2028 | | | | | 3/31/2020 | | | 10,000 | (3) | | | | - | | | | 0.18 | | | 3/31/2030 | | | | | 5/13/2021 | | | 10,000 | (3) | | | | - | | | | 1.81 | | | 5/13/2031 | | | | | 5/13/2021 | | | 51,667 | (2) | | | | - | | | | 1.81 | | | 5/13/2031 | | | | | 5/13/2022 | | | 1,500 | (3) | | | | - | | | | 1.67 | | | 5/13/2032 | | | | | 5/13/2022 | | | 5,000 | (2) | | | | - | | | | 1.67 | | | 5/13/2032 | | | | | 5/16/2023 | | | 10,000 | (3) | | | | - | | | | 3.75 | | | 5/16/2033 | | | | | 12/5/2024 | | | 10,000 | (1) | | | | - | | | | 4.42 | | | 12/5/2034 | | | | | | | | | | | | | | | | | | | | | | | Walter Michalec | | 5/13/2021 | | | 43,000 | (2) | | | | - | | | | 1.81 | | | 5/13/2031 | | | | (1) | Non-qualified stock options granted for service as an executive officer. Vests on the grant date. | | | | (2) | Non-qualified stock options granted for service as an executive officer. Vests on the first anniversary of the grant date. | | | | (3) | Non-qualified stock options granted for service as a director. Vests on the first anniversary of the grant date. | | | | (4) | Exercise prices have been reduced as a result of the special cash dividend declared for all common shareholders of record as of December 17, 2024. | | There were no unvested stock option awards held by our named executive officers as of December 31, 2024. **Stock Awards** **** | Name | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($) | | | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | | | Walter Michalec | | | 50,000 | | | $ | 296,000 | | | | 50,000 | | | $ | 296,000 | | | **** **Option and Warrant Exercises** During the year ended December 31, 2024, the Companys chief financial officer exercised options to purchase 25,000 shares with an aggregate exercise price of $66. **Change of Control Agreements** We do not currently have plans providing for the payment of retirement benefits to our officers or directors, other than as described under Agreements with Executive Officers above. | 63 | | We do not currently have any change-of-control or severance agreements with any of our executive officers or directors, other than as described under Agreements with Executive Officers above. In the event of the termination of employment of the named executive officers, any and all unexercised stock options shall expire and no longer be exercisable after a specified time following the date of the termination, other than as described under Agreements with Executive Officers above. **2021 Long-Term Incentive Plan** On October 13, 2021, our board of directors adopted the 2021 Plan, subject to stockholder approval, which was obtained on November 11, 2021. The 2021 Plan supplemented the 2011 Plan, which expired on May 11, 2021, and which replaced and superseded the 2009 Plan, as noted above. Our outside directors and our employees, including the principal executive officer, principal financial officer and other named executive officers, and certain contractors are all eligible to participate in the 2021 Plan. The 2021 Plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination, or in tandem, and upon such terms as are determined by the Board or a committee of the board that is designated to administer the 2021 Plan. Subject to certain adjustments, the maximum number of shares of the Companys common stock that may be delivered pursuant to awards under the 2021 Plan is 900,000 shares plus any increase by any Prior Plan Awards (as defined in the 2021 Plan) eligible for reuse, of which one hundred percent (100%) may be delivered pursuant to incentive stock options. As of December 31, 2024, there were 279,354 shares available for future grants under the Companys 2021 Plan. The 2021 Plan was initially administered by our board of directors, but it has been administered by the compensation committee following the creation of such committee in the first quarter of 2022. **Equity Compensation Plan Information** **** The following table provides certain information as of December 31, 2024, with respect to our equity compensation plans under which our equity securities are authorized for issuance: **** | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans | | | | Equity compensation plans approved by security holders | | | 561,476 | | | $ | 4.22 | | | | 279,354 | | | | Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | | | | Total | | | 561,476 | | | $ | 4.22 | | | | 279,354 | | | **** **Director Compensation** **** The following table provides compensation information for the one-year period ended December 31, 2024, for each non-employee member of our board of directors: | Name | | Fees earned or paid in cash ($) | | | Option awards (12) ($) | | | Total ($) | | | | Yossi Cohn (7) | | | 34,000 | (4) | | | 50,660 | | | | 84,660 | | | | Thomas Klink (6) | | | 24,000 | (2) | | | 50,660 | | | | 74,660 | | | | Ian Ross (8) | | | 34,000 | (1) | | | 50,660 | | | | 84,660 | | | | David Tesler (9) | | | 37,000 | (3) | | | 50,660 | | | | 87,660 | | | | Jonathan Tulkoff (10) | | | 39,000 | (5) | | | 50,660 | | | | 89,660 | | | | Kytchener Whyte (11) | | | 21,000 | (2) | | | 50,660 | | | | 71,660 | | | | (1) | Comprised of board of directors and audit committee meeting fees. | | | (2) | Comprised of board of directors meeting fees. | | | (3) | Comprised of board of directors, compensation and nominating and governance committee meeting fees. | | | (4) | Comprised of board of directors, audit and compensation committee meeting fees. | | | (5) | Comprised of board of directors, audit and nominating and governance committee meeting fees. | | | 64 | | | (6) | As of December 31, 2024, Mr. Klink had outstanding options representing the right to purchase 112,000 shares of our common stock. | | | (7) | As of December 31, 2024, Mr. Cohn had outstanding options representing the right to purchase 23,000 shares of our common stock. | | | (8) | As of December 31, 2024, Mr. Ross had outstanding options representing the right to purchase 23,000 shares of our common stock. | | | (9) | As of December 31, 2024, Mr. Tesler had outstanding options representing the right to purchase 34,500 shares of our common stock. | | | (10) | As of December 31, 2024, Mr. Tulkoff had outstanding options representing the right to purchase 12,000 shares of our common stock. | | | (11) | As of December 31, 2024, Mr. Whyte had outstanding options representing the right to purchase 35,000 shares of our common stock. | | | (12) | Amounts represent the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, with the exception that the amounts shown assume no forfeitures. The assumptions used to calculate the value of share-based awards are set forth in Item 8. Financial Statements and Supplementary Data Note 9. Stock-Based Compensation contained in this Annual Report. These amounts do not represent the actual value that may be realized by our directors, as that is dependent on the long-term appreciation in our common stock. | | All of our directors, including our employee director, are paid cash compensation in connection with their attendance at the meetings of the board of directors. Our directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at such meetings. For the year ended December 31, 2024, our directors and chief financial officer were paid cash compensation of $3,000 per meeting for attendance. The members of our audit committee and our chief financial officer received a fee of $2,000 per meeting for attendance at a meeting of our audit committee for the year ended December 31, 2024. Additionally, the members of our nominating and governance committee and our compensation committee received a fee of $2,000 per meeting for attendance at a meeting of our nominating and governance committee and compensation committee for the year ended December 31, 2024. Mr. Whyte, a current director, entered into a consulting agreement with PCEP as the sole stockholder and president of Pacific, pursuant to which he agreed to provide service and consultation with respect to the business and operations of PCEP and its affiliates, as may be requested from time to time by PCEP. See *Part III. Item 13 - Certain Related Transactions and Relationships*. **** Mr. Klink, a current director, entered into a consulting agreement with the Company as the president of TDK Holdings, Ltd., a Wisconsin corporation (TDK), pursuant to which he agreed to provide service and consultation with respect to the business and operations of the Company and its affiliates, as may be requested from time to time by the Company. See *Part III. Item 13 - Certain Related Transactions and Relationships*. **** | 65 | | **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.** The following table sets forth information with respect to the beneficial ownership of our common stock as of April 11, 2025 by: | | | each person known by us to beneficially own more than 5.0% of our common stock; | | | | | each of our directors; | | | | | each of the named executive officers; and | | | | | all of our directors and executive officers as a group. | | The percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned and each persons address, unless otherwise specified in the notes below, is c/o Pioneer Power Solutions, Inc., 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024. As of April 11, 2025, we had 11,120,266 shares outstanding. | Name of beneficial owner | | Number of shares beneficially owned (1) | | | Percentage beneficially owned (1) | | | | Named Executive Officers and Directors | | | | | | | | | | | | | | | Nathan J. Mazurek | | | 2,198,663 | | | | (2 | ) | | | 19.4 | % | | | Walter Michalec | | | 343,000 | | | | (4 | ) | | | 3.1 | % | | | Thomas Klink | | | 249,500 | | | | (3 | ) | | | 2.2 | % | | | Jonathan Tulkoff | | | 56,500 | | | | (5 | ) | | | * | | | | David Tesler | | | 50,250 | | | | (6 | ) | | | * | | | | Yossi Cohn | | | 46,500 | | | | (7 | ) | | | * | | | | Ian Ross | | | 45,500 | | | | (8 | ) | | | * | | | | Kytchener Whyte | | | 35,000 | | | | (9 | ) | | | * | | | | All directors and executive officers as a group (8 persons) | | | 3,024,913 | | | | | | | | 26.8 | % | | * represents ownership of less than 1%. | (1) | Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of April 11, 2025. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person. | | | (2) | Includes 1,966,496 shares of common stock and 232,167 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (3) | Includes 137,500 shares of common stock and 112,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (4) | Includes 300,000 shares of common stock and 43,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (5) | Includes 44,500 shares of common stock and 12,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (6) | Includes 15,750 shares of common stock and 34,500 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (7) | Includes 23,500 shares of common stock and 23,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (8) | Includes 22,500 shares of common stock and 23,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | (9) | Includes 35,000 shares subject to stock options which are exercisable within 60 days of April 11, 2025. | | | 66 | | **** **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.** **Certain Related Transactions and Relationships** Generally, we do not enter into related party transactions unless the members of the board who do not have an interest in the potential transaction have reviewed the transaction and determined that (i) we would not be able to obtain better terms by engaging in a transaction with a non-related party and (ii) the transaction is in our best interest. This policy applies generally to any transaction in which we are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the previous two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. This policy is not currently in writing. In addition, our audit committee, which was established on March 24, 2011, is required to pre-approve any related party transactions pursuant to its charter. On June 7, 2024, Mr. Michalec surrendered 57,541 shares of common stock issued to him upon settlement of his vested RSUs to satisfy tax withholding obligations. The shares were cancelled and retired by the Company. On July 31, 2015, Pacific and PCEP entered into an Asset Purchase Agreement for the purchase and sale of substantially all of the assets of Pacific (the Transaction). In connection with the Transaction, Kytchener Whyte, a current director, entered into a consulting agreement with PCEP as the sole stockholder and president of Pacific, pursuant to which he agreed to provide service and consultation with respect to the business and operations of PCEP and its affiliates, as may be requested from time to time by PCEP (the Whyte Consulting Agreement). Mr. Whyte has remained a consultant of PCEP since July 31, 2015. The initial term ended on July 31, 2017, and which has been renewed annually thereafter. In consideration for the consulting services Mr. Whyte performs as a consultant of PCEP, he originally received a monthly consulting fee of $17, as well as a 4% commission payment for product sales generated by new customer accounts solicited by him, through his solely owned personal business Blue Mountain Industries, Inc. Effective January 1, 2023, Mr. Whytes monthly consulting fee was reduced to $5 with a 2% commission payment. Pursuant to the Whyte Consulting Agreement, for the fiscal years ended December 31, 2024, and 2023, the Company paid Blue Mountain Industries, Inc. an aggregate amount of $91 and $272, respectively. During the fiscal year ended December 31, 2024, Blue Mountain Industries, Inc. received an additional $21 for board of directors meeting fees. On January 1, 2024, TDK and the Company entered into a consulting agreement (the TDK Consulting Agreement). In connection with the TDK Consulting Agreement, Thomas Klink, a current director, entered into the TDK Consulting Agreement with the Company as the president of TDK, pursuant to which he agreed to provide service and consultation with respect to the business and operations of the Company and its affiliates, as may be requested from time to time by the Company. In consideration for the consulting services Mr. Klink performs as a consultant of the Company, he receives an hourly fee of $250 per hour. During the year ending December 31, 2024, TDK received an aggregate amount of $721 in connection with Mr. Klinks consulting services. During the fiscal year ended December 31, 2024, TDK received an additional $25 for board of directors meeting fees. During the year ended December 31, 2024, the Company paid $300 to Vini Villa Corp., dba EXP-KNOW-HOW, for services provided, including market feasibility, technology and regulatory research, concept and prototype design and rendering, pre-market entry analysis and promotional planning for the prospective introduction of new products to the Companys eMobilitys line of e-Boost products. Geo Murickan is the owner of Vini Villa Corp. and the president of the Companys eMobility division. **Director Independence** Our board of directors has determined that each of Yossi Cohn, Ian Ross, David Tesler and Jonathan Tulkoff satisfy the requirements for independence set out in Section 5605(a)(2) of the Nasdaq Stock Market Rules and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the board of directors sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the Nasdaq Stock Market rule referenced above. | 67 | | **** **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.** BDO USA, P.C. and Marcum LLP served as our independent registered public accounting firm for the fiscal years ended December 31, 2024, and 2023, respectively. The following table presents aggregate fees for professional services rendered by BDO USA, P.C. and Marcum LLP during the fiscal year ended December 31, 2024, and Marcum LLP during the fiscal year ended December 31, 2023 (in thousands): | For the Years Ended | | Audit fees | | | Audit-related | | | Tax fees | | | All other | | | Total fees | | | | December 31, | | (1) ($) | | | fees (2) ($) | | | (3) ($) | | | fees (4) ($) | | | ($) | | | | 2024 | | | | | | | | | | | | | | | | | | BDO USA, P.C. | | | 336 | | | | - | | | | 156 | | | | - | | | | 492 | | | | Marcum LLP | | | 718 | | | | - | | | | - | | | | 26 | | | | 744 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | Marcum LLP | | | 261 | | | | - | | | | - | | | | - | | | | 261 | | | | (1) | Audit fees consisted primarily of fees for the annual audit of our consolidated financial statements, the interim reviews of the quarterly consolidated financial statements and review of a registration statement. | | | (2) | The Company did not incur any audit-related fees for the years ended December 31, 2024 and 2023. | | | (3) | Tax fees consisted primarily of fees related for tax compliance. | | | (4) | Other fees primarily consisted of charges for providing the successor auditor with access to the predecessor auditors working papers. | | **Pre-Approval of Independent Registered Public Accounting Firm Fees and Services Policy** Our audit committee pre-approves all auditing and permitted non-audit services to be performed for us by our independent auditor against estimates submitted by the auditor, except for de minimis non-audit services that are approved by the audit committee prior to the completion of the audit. The audit committee has pre-established limits that require audit committee approval in advance of any additional funds that may be required in excess of the auditors estimate. The audit committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services. The audit committee pre-approved all of the fees set forth in the table above. **** | 68 | | **** **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.** | a. | We have filed the following documents as part of this Annual Report on Form 10-K: | | | | | | | | | 1. | Consolidated Financial Statements | | | | | | | | | | The following financial statements are included in Item 8 herein: | | | | | | | | | | Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; New York, NY; PCAOB ID#243) | | | | | Report of Independent Registered Public Accounting Firm (Marcum LLP; Saddle Brooke, NJ; PCAOB ID#688) | | | | | Consolidated Statements of Operations for the Years Ended December 31, 2024, and 2023 | | | | | Consolidated Balance Sheets as of December 31, 2024, and 2023 | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, and 2023 | | | | | Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2024, and 2023 | | | | | Notes to Consolidated Financial Statements | | | | | | | | | 2. | Financial Statement Schedules | | | | | | | | | | None | | | | | | | | | 3. | Exhibits | | | | | | | | | | See the Index to Exhibits. | | **ITEM 16. FORM 10-K SUMMARY.** None. | 69 | | **** **INDEX TO EXHIBITS** | Exhibit No. | | Description | | | | | | | | 2.1 | | Agreement and Plan of Merger Agreement, dated January 22, 2019, between Pioneer Critical Power Inc. and CleanSpark. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on January 28, 2019). | | | | | | | | 2.2 | | Stock Purchase Agreement, dated as of June 28, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada, Inc., Jefferson Electric, Inc., JE Mexican Holdings, Inc., Nathan Mazurek, Pioneer Transformers L.P. and Pioneer Acquireco ULC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on July 1, 2019). | | | | | | | | 2.3 | | Amendment No. 1 to the Stock Purchase Agreement, dated as of August 13, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada, Inc., Jefferson Electric, Inc., JE Mexican Holdings, Inc., Pioneer Transformers L.P. and Pioneer Acquireco ULC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on August 14, 2019). | | | | | | | | 2.4 | | Equity Contribution and Purchase Agreement, dated as of October 29, 2024, by and among Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, LLC, Voltaris Power LLC and Pioneer Investment LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on November 4, 2024). | | | | | | | | 3.1 | | Composite Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement on Form S-1 of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on June 21, 2011). | | | | | | | | 3.2 | | Amended and Restated Bylaws of Pioneer Power Solutions, Inc. (Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on November 14, 2022). | | | | | | | | 4.1* | | Description of Securities. | | | | | | | | 4.2 | | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on August 1, 2013). | | | | | | | | 10.1+ | | Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission for the year ended December 31, 2010). | | | | | | | | 10.2+ | | Employment Agreement, dated March 30, 2012, by and between Pioneer Power Solutions, Inc. and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on March 30, 2012). | | | | | | | | 10.3+ | | First Amendment to Employment Agreement, dated November 11th, 2014, by and between Pioneer Power Solutions, Inc. and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on November 12, 2014). | | | | | | | | 10.4+ | | Second Amendment to Employment Agreement, dated June 30, 2016, by and between Pioneer Power Solutions, Inc. and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on July 1, 2016). | | | | | | | | 10.5+ | | Second Amendment to Employment Agreement, dated June 30, 2016, by and between Jefferson Electric, Inc. and Thomas Klink. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on July 1, 2016). | | | | | | | | 10.6+ | | Third Amendment to Employment Agreement, dated February 15, 2019, by and between Jefferson Electric, Inc. and Thomas Klink. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on February 20, 2019). | | | | | | | | 10.7+ | | Third Amendment to Employment Agreement, dated March 30, 2020, by and between the Company and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on April 1, 2020). | | | | | | | | 10.8 | | At The Market Offering Agreement, dated October 20, 2020, by and between Pioneer Power Solutions, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 20, 2020). | | | | | | | | 10.9+ | | Pioneer Power Solutions, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Annex A to the Companys definitive proxy statement on Schedule 14A, filed with the SEC on October 25, 2021). | | | | | | | | 10.10+ | | First Amendment Pioneer Power Solutions, Inc. 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023). | | | 70 | | | 10.11+ | | Fourth Amendment to Employment Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc. and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022). | | | | | | | | 10.12+ | | Employment Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc. and Wojciech (Walter) Michalec (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022). | | | | | | | | 10.13+ | | Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc. and Walter Michalec (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023). | | | | | | | | 10.14+ | | Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc. and Nathan Mazurek (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023). | | | | | | | | 10.15+ | | Fifth Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc. and Nathan J. Mazurek (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024). | | | | | | | | 10.16+ | | First Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc. and Wojciech (Walter) Michalec (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024). | | | | | | | | 16.1 | | Letter from Marcum LLP to the Securities and Exchange Commission dated November 20, 2024 (Incorporated by reference to Exhibit 16.1 to the Form 8-K filed with the Securities and Exchange Commission on November 20, 2024). | | | | | | | | 19.1* | | Insider Trading Policy. | | | | | | | | 21.1* | | List of subsidiaries | | | | | | | | 23.1* | | Consent of Marcum LLP. | | | | | | | | 23.2* | | Consent of BDO USA, P.C. | | | | | | | | 31.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | 31.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | 32.1** | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | 32.2** | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | 97.1 | | Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission on July 26, 2024). | | | | | | | | 101.INS* | | Inline XBRL Instance Document. | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase Document. | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | | + Management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. | 71 | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | PIONEER POWER SOLUTIONS, INC. | | | | | | | | Date: April 14, 2025 | By: | /s/ Nathan J. Mazurek | | | | Name: | Nathan J. Mazurek | | | | Title: | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Nathan J. Mazurek | | | | April 14, 2025 | | | Nathan J. Mazurek | | President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | | | | | | | | | | | /s/ Walter Michalec | | | | April 14, 2025 | | | Walter Michalec | | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | | | | | /s/ Yossi Cohn | | | | April 14, 2025 | | | Yossi Cohn | | Director | | | | | | | | | | | | /s/ Ian Ross | | | | April 14, 2025 | | | Ian Ross | | Director | | | | | | | | | | | | /s/ David Tesler | | | | April 14, 2025 | | | David Tesler | | Director | | | | | | | | | | | | /s/ Jonathan Tulkoff | | | | April 14, 2025 | | | Jonathan Tulkoff | | Director | | | | **** | /s/ Thomas Klink | | | | April 14, 2025 | | | Thomas Klink | | Director | | | | | | | | | | | | /s/ Kytchener Whyte | | | | April 14, 2025 | | | Kytchener Whyte | | Director | | | | **** | 72 | |