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What changed in PIONEER POWER SOLUTIONS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PIONEER POWER SOLUTIONS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+157 added−134 removedSource: 10-K (2026-04-08) vs 10-K (2025-04-15)

Top changes in PIONEER POWER SOLUTIONS, INC.'s 2025 10-K

157 paragraphs added · 134 removed · 114 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

19 edited+8 added−2 removed32 unchanged
Biggest change(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.
Biggest changeSuite of e-Boost Products ● 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. ● 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.
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.
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 of services, including but not limited to, preventative maintenance, repairs, fuel polishing, and remote monitoring.
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.
To complete our geographic coverage, we maintain a network of field service partners located in other regions, enabling us to provide quick-response, 24/7 service capabilities that can effectively repair and maintain any make and model of back-up power equipment.
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.
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, 2025, included Taylor Power Systems, Inc., Gillette Generators Inc. and Winco, Inc.
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.
Our field service organization services more than 5,900 generators owned by more than 850 customers located throughout the United States and its territories, including for multi-site, multi-state customers.
The majority of our sales to customers were made pursuant to specific contract terms and conditions for each project.
Most of our sales to customers were made pursuant to specific contract terms and conditions for each project.
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.
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.
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.
Service ● 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.
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.
Approximately 24% and 13% of our sales during the year ended December 31, 2025, were made to Eneridge, Inc. and SparkCharge, 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.
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.
During the years ended December 31, 2025, and 2024, we incurred $875 and $1,050, respectively, of R&D costs related to our mobile EV charging solutions, e-Boost. Employees As of December 31, 2025, we had 58 full-time employees.
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.
A representative list of our direct competitors includes Xos Inc., Energy Vault, Inc., HM Cragg Co., and Interstate Power Systems, Inc. 4 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.
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.
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, 2025, and 2024, we sold our electrical equipment and services to over 879 individual customers, and our 20 largest customers represented approximately 71% and 74% of our consolidated revenue, respectively.
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%.
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. 3 ● Autonomous Vehicle Infrastructure and Rapid EV Deployment — While the broader mobile EV charging market has experienced a period of stabilization, the autonomous vehicle (“AV”) sector is entering a phase of rapid acceleration.
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.
For the year ended December 31, 2025, 99% of our sales were to U.S. customers and 1% were to Canadian customers, compared to 87% of our sales were to U.S. customers and 13% were to Canadian customers for the year ended December 31, 2024.
(“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. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments for more information regarding the PCEP Sale.
(“PCEP”) business unit to a buyer (the “PCEP Sale”) as a result of a strategic change to the operations of our business.
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.
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.
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.
Power Generation Equipment ● Available individually or in multi-unit paralleled configurations. Fuel options include liquid propane, natural gas, diesel and bi-fuel. ● Uninterruptible Power Supply (“UPS”) systems. ● 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.
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.
The decrease in our revenue backlog was primarily attributable to the fulfillment of orders for our mobile EV charging solutions that were included in backlog as of December 31, 2024 and recognized as revenue during the year ended December 31, 2025, without comparable new orders from our mobile EV charging solutions entering backlog as of December 31, 2025.
Summary of Critical Power Segment Product Offerings Product Category Solutions Suite of e-Boost Products ▪ e-Boost G.O.A.T.
Summary of Critical Power Segment Product Offerings Product Category Solutions ● 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.
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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 world’s roads. By 2019, that number had swelled to 7.2 million and is increasing rapidly according to the International Energy Agency.
Added
In December of 2025, the Company launched two new product platforms: 1. PRYMUS - a new, mobile on-site power system concentrating on customers with requirements of 1-10 megawatts of mobile power to supplement their current energy profile, 2. PowerCore - a residential and small commercial based primary generator system integrating a DC fast charger into one solution.
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Furthermore, in order for EV’s to grow at such a rapid pace, it is necessary that infrastructure be built to allow for such growth.
Added
AV charging depots require hyper-efficient deployment timelines to match the scaling of autonomous fleets. Our e-Boost solution is uniquely positioned to bridge the gap between fleet readiness and traditional utility connectivity, which can often take 12 to 24 months for high-capacity grid upgrades.
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The U.S. electric vehicle charging station market is projected to grow at a CAGR of 29.1% through 2030, with the fastest growth occurring in high-power DC fast charging segments (>250 kW) necessary for commercial and autonomous operations. ● Edge AI, Data Centers, and Sustainable Microgrids — The explosion of Generative Artificial Intelligence (“AI”) and Edge Computing has created an unprecedented demand for localized, “behind-the-meter” power.
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Global electricity demand for data centers is projected to double by 2030, with AI-optimized servers expected to account for 44% of total data center power consumption by that time. To meet this need, our PRYMUS mobile microgrid provides 1 MW to 10 MW blocks of onsite power with a 6-month deployment lead time, significantly faster than traditional infrastructure.
Added
This aligns with a broader industry shift toward decentralized energy; the global microgrid market is forecast to reach $24.44 billion by 2026, driven specifically by a 20.1% CAGR in the 5–10 MW segment often utilized for industrial and data center optimization. ● Residential Resilience and Premium Power Solutions — Consumer demand for energy independence is intensifying as the North American power grid faces increasing reliability challenges.
Added
This has created a high-value niche for “prime power” residential products. Our PowerCore system addresses this by offering 24/7/365 whole-home resiliency with integrated Level 2 and Level 3 charging. This caters to the growing segment of homeowners who view their residences as long-term financial assets and are increasingly seeking bidirectional (V2H) charging capabilities.
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With Level 2 infrastructure expected to see an incremental growth of over 5 million units by 2026, providing an all-in-one resiliency and high-speed charging solution captures a critical convergence of the residential and transportation energy markets.
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Our revenue backlog as of December 31, 2025, was approximately $12,617, as compared to $19,762 as of December 31, 2024.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

46 edited+9 added−6 removed105 unchanged
Biggest changeAs 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 Company’s ability to maintain appropriate segregation of duties.
Biggest changeAs disclosed in Part II, Item 9A, Controls and Procedures of this Annual Report on Form 10-K, our management, including our Chief Executive Officer and our Chief Financial Officer, has determined that we have two material weaknesses in our internal control over financial reporting as of December 31, 2025, a material weakness related to the lack of sufficient accounting personnel with the requisite skills, knowledge and expertise which negatively impacted the Company’s ability to maintain appropriate segregation of duties and effective controls, as well as a material weakness around information technology general controls related to user access and privileged access within systems supporting the Company’s accounting and financial reporting processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business needs.
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.
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; ● 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; 6 ● 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.
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.
Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits. 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.
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.
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; 8 ● 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.
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.
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 material weaknesses 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.
Although we are working to remedy the material weakness and ineffectiveness of the Company’s 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.
Although we are working to remedy the material weaknesses and ineffectiveness of the Company’s 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.
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.
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. 15 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.
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.
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. We may be unable to generate internal growth.
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.
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. 9 The departure or loss of key personnel could disrupt our business. We depend heavily on the continued efforts of Nathan J.
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.
If customers responsible for a significant amount of accounts receivable and lease 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.
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 10–K for the year ended December 31, 2024, and our other periodic filings with the SEC.
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 10–K for the year ended December 31, 2025, and our other periodic filings with the SEC.
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.
Risks Relating to Our Business and Industry We have identified material weaknesses 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.
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.
See “— We have identified two material weaknesses 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.
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.
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”.
On the service side of the Company’s 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.
On the service side of the Company’s 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 and continue to be concentrated and derived from a few customers.
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.
If we continue to have these existing material weaknesses, 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.
Item 9A – Controls and Procedures. ” These material weaknesses could adversely affect our business, reputation, revenues, results of operations, financial condition, and liquidity. This 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.
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.
We routinely have a backlog of work to be completed on contracts representing a significant portion of our annual sales. As of December 31, 2025, our order backlog was $12,617. Orders included in our backlog are represented by customer purchase orders and service contracts that we believe to be firm.
In addition, due to the same material weakness, we determined that our disclosure controls and procedures were not effective as of December 31, 2024.
In addition, due to the same material weaknesses, we determined that our disclosure controls and procedures were not effective as of December 31, 2025.
As a result of this material weakness, the Company’s management, under the supervision of the Audit Committee and with participation of the Company’s Chief Executive Officer and Chief Financial Officer, concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024.
As a result of these material weaknesses, the Company’s management, under the supervision of the Audit Committee and with participation of the Company’s Chief Executive Officer and Chief Financial Officer, concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.
For more information relating to the Company’s 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.
For more information relating to the Company’s internal control over financial reporting, the material weaknesses that existed as of December 31, 2025, and the remediation activities undertaken by us, see Part II, Item 9A, Controls and Procedures of this Annual Report on Form 10-K.
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.
Mazurek, our chairman, president and chief executive officer; ● sales of our common stock, including management shares; ● 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. 12 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.
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.
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.
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.
Deterioration in the credit quality of several major customers could have a material adverse effect on our operating results and financial condition. S ignificant assets included in our working capital are accounts receivable and lease receivable from customers.
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.
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. 13 We face risks associated with litigation and claims, which could impact our financial results and condition.
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.
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.
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.
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. 11 An overall tightening and increasingly competitive labor market has been observed in the United States.
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.
Our business, results of operations and financial condition could be affected by significant litigation or claims adverse to us.
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.
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.
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 management’s expectations.
A significant deterioration in the economy could have an adverse effect on these accounts receivable and lease receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations. Deterioration in the credit quality of our major customers could have a material adverse effect on our operating results and financial condition.
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.
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.
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.
This could in turn negatively affect our ability to access equity markets for capital. 14 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.
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.
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.
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.
With $14,959 of cash on hand as of December 31, 2025, 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.
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.
In addition, the consequences of the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, 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.
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.
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.
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.
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.
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.
To the extent any of our end-customers have negative experiences with any of our distributors or manufacturer’s representatives; it could reflect poorly on us and damage our reputation, thereby negatively impacting our financial results. 10 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.
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 Company’s ability to maintain appropriate segregation of duties.
Controls and Procedures” in this Annual Report on Form 10-K, in connection with preparing our financial statements for the year ended December 31, 2025, management concluded that two material weaknesses existed in our internal control over financial reporting related to the lack of sufficient accounting personnel with the requisite skills, knowledge and expertise which negatively impacted the Company’s ability to maintain appropriate segregation of duties and effective controls, as well as a material weakness in our information technology general controls related to user access and privileged access within systems supporting the Company’s accounting and financial reporting processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business needs.
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.
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.
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.
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.
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 Critical Power business has historically generated operating losses and negative cash flows, which may result in the usage of our cash. We currently have one business unit (Critical Power), which has been unable to earn positive income and generate positive cash flow in its recent history.
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.
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.
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.
In addition, discovery and disclosure of a material weakness, including the material weaknesses identified in our internal control over financial reporting as of December 31, 2025, 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.
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 24% and 13% of our sales during the year ended December 31, 2025, were made to Eneridge, Inc. and SparkCharge, respectively. As of December 31, 2025, one customer represented 100% of the Company’s lease receivable balance.
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 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.
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In addition, acquisitions can pose challenges in implementing the required processes, procedures and controls in the new operations.
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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.
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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.
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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. Demand for Edge AI infrastructure, data centers, and distributed energy solutions may not develop as expected or increase demand for our solutions.
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To the extent any of our end-customers have negative experiences with any of our distributors or manufacturer’s representatives; it could reflect poorly on us and damage our reputation, thereby negatively impacting our financial results.
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The projections regarding the anticipated expansion of generative AI, Edge Computing and data center infrastructure and the global electricity demand from data centers are subject to significant uncertainty and may not materialize within the expected timeframes, or at all.
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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.
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Factors such as slower adoption of AI or Edge Computing technologies, improvements in data center energy efficiency, changes in regulatory or utility frameworks, or broader economic conditions could reduce or delay infrastructure investment and related power demand.
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Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business.
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Our PRYMUS mobile microgrid platform is designed to provide scalable onsite power solutions in 1 MW to 10 MW blocks with relatively rapid deployment timelines. However, our ability to generate revenue from this platform depends in part on continued growth in demand for decentralized energy systems serving data centers and similar industrial applications.
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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.
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If demand for such solutions develops more slowly than anticipated, if customers adopt alternative energy or infrastructure solutions, or if centralized grid capacity expands more quickly than expected demand for our products and services could be materially reduced.
Added
In addition, industry projections regarding the growth of the global microgrid market, including estimates of market size and compound annual growth rates for certain capacity segments, are based on third-party data and assumptions that may prove inaccurate.
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If the microgrid market does not grow as forecast, or if competing technologies or market developments reduce the need for distributed power generation, our business, financial condition, and results of operations could be materially and adversely affected.
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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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe 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.
Biggest changeIn 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. 16 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.
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.
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.
Such reports cover our information technology security program, including its current status, capabilities, objectives and plans, as well as the evolving cybersecurity threat landscape.
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.
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.
It is for this reason we are constantly reevaluating our cybersecurity stance, posturing against industry standards to try and effectively mitigate our risk.
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.
Our primary technology service provider undergoes annual evaluation through our Sarbanes-Oxley audit procedures, which provides insight into its internal operations and includes review of its SSAE-18 report. To date, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition.
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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.
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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 management’s attention from our business and operations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeApproximate 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.
Biggest changeApproximate Owned or square lease Location Description footage expiration date Champlin, Minnesota Manufacturing, sales, service and warehouse 16,000 March 2031 Miami, Florida Sales, service and warehouse 3,600 December 2029 Fort Lee, New Jersey Corporate management and sales office 2,700 January 2029 We believe our facilities are well maintained, in proper condition to operate at higher than current levels and are adequately insured.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe 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
Biggest changeWe 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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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).
Biggest changeThe last reported sales price of our common stock on the Nasdaq Capital Market on April 7, 2026, was $3.25 per share. As of April 7, 2026, there were 37 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.
Dividend Policy 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. ITEM 6. [RESERVED].
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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 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 18 Item 7. Management’s 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.
Biggest changeItem 6. [Reserved] 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24 Item 8. Consolidated Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55 Item 9A. Controls and Procedures 55 Item 9B.
Added
Other Information 56 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 56 PART III Item 10. Directors, Executive Officers and Corporate Governance 57 Item 11. Executive Compensation 61 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.
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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.
Added
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.
Added
Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Added
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.
Added
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 weaknesses 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 weaknesses and failure to establish and maintain effective internal control over financial reporting could have on investor confidence in us and raise reputational risk. ● Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or overhead cost increases, interest rate risk and commodity risk. ● Strikes or labor disputes with our employees may adversely affect our ability to conduct our business. ● The impact of geopolitical activity on the economy, changes in government regulations such as tariff policies and regulations, income taxes, climate control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital markets. ● Future sales of large blocks of our common stock may adversely impact our stock price. ● The liquidity and trading volume of our common stock. ● Our business could be adversely affected by an outbreak of disease, epidemic or pandemic, 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.
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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.
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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.
Added
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.
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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 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

39 edited+16 added−9 removed15 unchanged
Biggest changeThe 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.
Biggest changeDuring the year ended December 31, 2025, we incurred $875 of R&D expenses related to developing our mobile e-Boost EV charging solutions as compared to $1,050 during the year ended December 31, 2024. 21 Operating Loss from Continuing Operations The following table represents our operating loss for the periods indicated (in thousands): For the Year Ended December 31, 2025 2024 Variance % Operating loss from continuing operations $ (6,595 ) $ (5,248 ) $ (1,347 ) (25.7 ) During the year ended December 31, 2025, our operating loss from continuing operations increased by approximately $1,347, or 25.7%, to $6,595, as compared to $5,248 during the year ended December 31, 2024, primarily due to an increase in cost of goods sold resulting in a lower gross profit.
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.
This information, as well as the selected financial data provided in Note 13 to 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.
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.
We are headquartered in Fort Lee, New Jersey and operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration. We intend to grow our business through continued internal investments in product development and expansion of our manufacturing, engineering, sales and marketing personnel.
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.
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, 2025, included in this Annual Report on Form 10-K.
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.
Research and development expenses in our Critical Power segment consists of costs incurred in performing research and development activities, including salaries, benefits, overhead costs, contract services and other related costs.
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.
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 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.
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, 2025, we were able to operate substantially at capacity.
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.
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 in the Middle East, 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.
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.
In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict in the Middle East, 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.
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.
Following the sale of our PCEP business unit in October 2024, 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.
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.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, 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.
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.
Additionally, the shutdown of the U.S. federal government, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariff policies and regulations, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas.
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.
Our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 19 RESULTS OF OPERATIONS Overview of December 31, 2025, and 2024, Operating Results Selected financial and operating data for our reportable business segment for the most recent two years is summarized below.
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.
As a percentage of our consolidated revenue, selling, general and administrative expense decreased to 33.1% during the year ended December 31, 2025, as compared to 42.4% during the year ended December 31, 2024, primarily due to the increase in total revenue during the year ended December 31, 2025. R&D Expenses.
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.
Capital Expenditures Our additions to property and equipment were $2,677 during the year ended December 31, 2025, as compared to $3,759 of additions during the year ended December 31, 2024.
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 .
Non-Operating Income (Expense) from Continuing Operations Interest Income . For the year ended December 31, 2025, we had interest income of approximately $739, as compared to interest income of approximately $431 during the year ended December 31, 2024. We generated most of our interest income from our cash on hand during the year ended December 31, 2025.
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).
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). 18 Critical Accounting Estimates The preparation of consolidated financial statements and related disclosures are in conformity with U.S.
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.
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.
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 .
Our net loss from continuing operations per basic and diluted share for the year ended December 31, 2025, was $0.58, compared to a net loss from continuing operations per basic and diluted share of $0.31 for the year ended December 31, 2024.
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 provision for income taxes reflects an effective tax rate on loss before taxes of (1.2)% for the year ended December 31, 2025, as compared to 29.7% for the year ended December 31, 2024, as set forth below (in thousands): For the Year Ended December 31, 2025 2024 Variance Loss before income taxes $ (6,374 ) $ (4,767 ) $ (1,607 ) Income tax expense (benefit) 74 (1,418 ) 1,492 Effective income tax rate % (1.2 ) 29.7 (30.9 ) Net (Loss) Earnings per Share from Continuing Operations We generated a net loss from continuing operations of $6,448 for the year ended December 31, 2025, as compared to $3,349 during the year ended December 31, 2024.
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.
Gross Profit and Margin The following table represents our gross profit for the periods indicated (in thousands, except percentages): For the Year Ended December 31, 2025 2024 Variance % Critical Power Solutions Gross profit $ 3,426 $ 5,514 $ (2,088 ) (37.9 ) Gross margin % 12.4 24.1 (11.7 ) For the year ended December 31, 2025, our gross margin from our Critical Power segment decreased to 12.4% of revenues, as compared to 24.1% during the year ended December 31, 2024.
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.
Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions. 23 We expect to meet our cash needs with our working capital and cash flows from operating activities in the long-term. We expect our cash requirements to be generally for operating activities, capital improvements and product development.
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.
As of December 31, 2025, we had no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that had, or that may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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 have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units in August 2019, the completion of the PCEP Sale in October 2024 and the sale of common stock.
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.
Cash Used in/ Provided by Investing Activities. Cash used in investing activities during the year ended December 31, 2025, was $3,896, as compared to cash provided by our investing activities of $38,876 during the year ended December 31, 2024.
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.
Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments. Our revenue backlog as of December 31, 2025, from our Critical Power business was $12,617, a decrease of $7,145, or 36.2%, when compared to $19,762 as of December 31, 2024.
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©.
The following table represents the progression of our backlog as of December 31, 2025, and 2024 (in thousands): December 31, 2025 2024 Critical Power Solutions $ 12,617 $ 19,762 Total order backlog $ 12,617 $ 19,762 20 Revenue The following table represents our revenues by major product category for the periods indicated (in thousands, except percentages): For the Year Ended December 31, 2025 2024 Variance % Critical Power Solutions Equipment $ 18,185 $ 12,262 $ 5,923 48.3 Service 9,442 10,617 (1,175 ) (11.1 ) Total revenue $ 27,627 $ 22,879 $ 4,748 20.8 For the year ended December 31, 2025, our revenue from our Critical Power segment increased by $4,748, or 20.8% to $27,627, up from $22,879 during the year ended December 31, 2024, primarily due to an increase in sales and rentals of our suite of mobile EV charging solutions, e-Boost, partially offset by a decrease in service sales.
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 .
Our summary of operating results during the years ended December 31, 2025, and 2024, are as follows (in thousands): For the Year Ended December 31, 2025 2024 Revenues $ 27,627 $ 22,879 Cost of goods sold 24,201 17,365 Gross profit 3,426 5,514 Selling, general and administrative 9,146 9,712 Research and development 875 1,050 Total operating expenses 10,021 10,762 Operating loss from continuing operations (6,595 ) (5,248 ) Interest income, net 739 431 Other (expense) income, net (518 ) 50 Loss before income taxes (6,374 ) (4,767 ) Income tax expense (benefit) 74 (1,418 ) Net loss from continuing operations (6,448 ) (3,349 ) Income from discontinued operations, net of income taxes 449 35,204 Net (loss) income $ (5,999 ) $ 31,855 Backlog .
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.
Other (Expense) Income . Other (expense) income in the consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations.
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 used in our operating activities was $5,818 during the year ended December 31, 2025, as compared to cash used in our operating activities of $6,212 during the year ended December 31, 2024. The decrease in cash used in operating activities is primarily due to working capital fluctuations and the payment of federal and state income taxes.
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.
Income from Discontinued Operations, Net of Income Taxes Income from discontinued operations, net of tax was $449 during the year ended December 31, 2025, as compared to $35,204 during the year ended December 31, 2024. The decrease was primarily attributable to the completion of the PCEP Sale on October 29, 2024.
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 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.
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.
For the year ended December 31, 2025, consolidated selling, general and administrative expense decreased by approximately $566, or 5.8%, to $9,146, as compared to $9,712 during the year ended December 31, 2024, primarily due to a decrease in stock-based compensation expense and professional fees, partially offset by an increase in information technology costs and insurance expense.
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 .
Operating Expenses The following table represents our operating expenses for the periods indicated (in thousands, except percentages): For the Year Ended December 31, 2025 2024 Variance % Selling, general and administrative $ 9,146 $ 9,712 $ (566 ) (5.8 ) Research and development 875 1,050 (175 ) (16.7 ) Total operating expense $ 10,021 $ 10,762 $ (741 ) (6.9 ) Selling, General and Administrative Expense .
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.
As of December 31, 2025, we had $14,959 of cash on hand generated primarily from the PCEP Sale. On October 29, 2024, we closed on the PCEP Sale for gross cash proceeds of $48,000 and $2,000 in equity. On January 7, 2025, we paid a one-time special cash dividend of an aggregate of $16,665.
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, 2025, we had working capital of $20,659, including $14,959 of cash, compared to working capital of $26,679, including $41,622 of cash on hand as of December 31, 2024. Assessment of Liquidity . As of December 31, 2025, we had $14,959 of cash on hand generated primarily from the PCEP Sale.
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 used in investing activities is primarily due to the payment of the $2,200 consideration to the buyer of the PCEP Sale during the year ended December 31, 2025. During the year ended December 31, 2025, and 2024, additions to our property and equipment were $2,677 and $3,759, respectively.
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.
Changes in estimates used in these and other items could have a material impact on our consolidated financial statements.
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 .
For the year ended December 31, 2025, other non-operating expense was $518, as compared to other non-operating income of $50 during the year ended December 31, 2024, primarily due to the loss on our equity method investment. Provision for Income Taxes .
Removed
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”).
Added
Lessor Accounting — Sales-Type Leases We enter into lease and rental arrangements with customers for our mobile EV charging equipment and related power generation equipment. At lease commencement, we evaluate each arrangement under ASC 842, Leases, to determine the appropriate lease classification.
Removed
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 Investment’s 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”).
Added
Leases that meet any one of the five classification criteria under ASC 842-10-25-2 are classified as sales-type leases, for which we derecognize the underlying asset, recognize a net investment in the lease (comprised of the lease receivable and the unguaranteed residual asset), and recognize any selling profit or loss at commencement.
Removed
The Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investment’s issuance of the Rollover Units to us. The Equity Transaction contains customary terms and conditions and are subject to working capital adjustments.
Added
Interest income on the net investment is recognized over the lease term using the effective interest method. This accounting requires judgment in several areas. Lease classification depends on management’s estimates of the economic life and fair value of the underlying equipment, which we determine based on historical experience, expected technological obsolescence, and anticipated usage.
Removed
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.
Added
Changes in these estimates can shift a classification, significantly altering the timing of revenue recognition. We also estimate unguaranteed residual values based on expected equipment fair value at lease expiration, considering anticipated market demand, remaining useful life, and technological changes in the mobile EV charging market.
Removed
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.
Added
Because this market is still developing, limited historical resale data is available and residual value estimates are subject to greater uncertainty than for more established equipment categories.
Removed
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”).
Added
In addition, the rate implicit in the lease, which incorporates the credit standing of the lessee, fair value of the asset, and expected residual value, affects the measurement of the net investment and the allocation of income over the lease term.
Removed
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.
Added
Changes in the above estimates could materially affect revenue, cost of revenue, and the carrying value of our net investment in sales-type leases. A decrease in fair values of the underlying asset would reduce the net investment and selling profit recognized at commencement.
Removed
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.
Added
A reclassification from sales-type to operating would shift revenue from the commencement period to recognition ratably over the lease term. In addition, there are other items within our consolidated financial statements that require estimation but are not deemed critical, as defined above.
Removed
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.
Added
The decrease was primarily attributable to an unfavorable sales mix, in addition to a contract with a customer in our Pioneer eMobility business which generated lower margins on the initial units due to higher costs incurred during the early stages of production as we refined our manufacturing processes and optimized build efficiency.
Added
Income from discontinued operations during 2024 included a $35,044 gain recognized on the sale of PCEP as well as the operating results of PCEP through the closing date. Income from discontinued operations during 2025 was primarily attributable to a net working capital adjustment with the buyer of the PCEP sale, net of tax. 22 LIQUIDITY AND CAPITAL RESOURCES General .
Added
As of December 31, 2024, we recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a net working capital adjustment.
Added
On April 16, 2025, we and the buyer from the PCEP Sale finalized the net working capital adjustment and as a result, we recorded a $1,147 adjustment to the consideration due to the buyer of the PCEP Sale. During the year ended December 31, 2025, we paid the $2,200 consideration to the buyer of the PCEP Sale.
Added
During the year ended December 31, 2025, we received a cash dividend of $981 from our equity method investee. We elected to apply the cumulative earnings approach to classify distributions received from equity method investments in our consolidated statements of cash flows.
Added
Under this method, distributions received from equity method investees are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our share of cumulative equity in the investee’s net income (loss). In such cases, the excess distributions are considered returns of investment and are classified as investing activities.
Added
As of December 31, 2025, our cumulative distributions were $981, and our share of cumulative equity in the investee’s net loss was $601. As such, the cash distribution received during the year ended December 31, 2025, was classified as investing activity in the consolidated statements of cash flows. Cash Used in/ Provided by Financing Activities.
Added
Cash used in our financing activities was $16,949 during the year ended December 31, 2025, as compared to cash provided by our financing activities $5,376 during the year ended December 31, 2024. The increase in cash used in financing activities is primarily due to the payment of a one-time special cash dividend. Working Capital .

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