Pioneer Power Solutions (PPSI) 10-Q 15 May 20 2020 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Cover [Abstract]
Entity Registrant Name	PIONEER POWER SOLUTIONS, INC.
Entity Central Index Key	0001449792
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	001-35212
Entity Incorporation, State or Country Code	DE
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		8,726,045
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues	$ 5,001	$ 3,017
Cost of goods sold	4,824	2,761
Gross profit	177	256
Operating expenses
Selling, general and administrative	1,934	1,700
Foreign exchange gain	(10)
Total operating expenses	1,924	1,700
Loss from continuing operations	(1,747)	(1,444)
Interest (income) expense	(110)	224
Gain on sale of subsidiaries		4,207
Other expense (income)	1,281	(3,342)
(Loss) income before taxes	(2,918)	5,881
Income tax expense	3	1,546
Net (loss) income from continuing operations	(2,921)	4,335
Discontinued operations
Income from operations of discontinued business units		1,714
Income tax expense		402
Income from discontinued operations, net of income taxes		1,312
Net (loss) income	$ (2,921)	$ 5,647
Basic
(Loss) income from continuing operations (in dollars per share)	$ (0.33)	$ 0.50
Income from discontinued operations (in dollars per share)		0.15
Net (loss) income (in dollars per share)	(0.33)	0.65
Diluted
(Loss) income from continuing operations (in dollars per share)	(0.33)	0.50
Income from discontinued operations (in dollars per share)		0.15
Net (loss) income (in dollars per share)	$ (0.33)	$ 0.65
Weighted average common shares outstanding:
Basic (in shares)	8,726	8,726
Diluted (in shares)	8,726	8,730

Consolidated Statements of Comp

Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net (loss) income	$ (2,921)	$ 5,647
Other comprehensive loss
Foreign currency translation adjustments		(312)
Amortization of net prior service costs and net actuarial losses, net of tax		90
Other comprehensive loss		(222)
Comprehensive (loss) income	$ (2,921)	$ 5,425

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 6,758	$ 8,213
Short term investments	207	936
Accounts receivable, net	3,410	3,716
Insurance receivable	351	1,800
Inventories, net	4,653	4,554
Prepaid expenses and other current assets	794	795
Total current assets	16,173	20,014
Property, plant and equipment, net	582	640
Other assets	6,935	7,465
Total assets	23,690	28,119
Current liabilities
Bank overdrafts	169	374
Accounts payable and accrued liabilities	6,770	7,533
Deferred revenue	1,745	1,441
Income taxes payable	61	543
Total current liabilities	8,745	9,891
Other long-term liabilities	1,429	1,793
Total liabilities	10,174	11,684
Stockholders' equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
Common stock, $0.001 par value, 30,000,000 shares authorized; 8,726,045 shares issued and outstanding on March 31, 2020 and December 31, 2019	9	9
Additional paid-in capital	23,980	23,978
Accumulated other comprehensive income	14	14
Accumulated deficit	(10,487)	(7,566)
Total stockholders' equity	13,516	16,435
Total liabilities and stockholders' equity	$ 23,690	$ 28,119

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	30,000,000	30,000,000
Common stock, issued	8,726,045	8,726,045
Common stock, outstanding	8,726,045	8,726,045

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities
Net (loss) income	$ (2,921)	$ 5,647
Depreciation	58	205
Amortization of intangible assets		54
Amortization of right-of-use assets	219	213
Amortization of debt issuance cost		8
Interest income on notes receivable	(111)
Deferred income tax expense		1,577
Change in receivable reserves	29	(74)
Change in inventory reserves	(231)	32
Gain on sale of subsidiaries		(4,207)
Change in long term payables	(92)
Change in insurance receivable	1,449
Unrealized loss (gain) on investments	1,143	(3,341)
Accrued pension		(30)
Stock-based compensation	2	5
Foreign currency remeasurement loss	10
Changes in current operating assets and liabilities:
Accounts receivable	276	(885)
Inventories	132	(238)
Prepaid expenses and other assets	(2)	(120)
Income taxes	(481)	12
Accounts payable and accrued liabilities	(820)	968
Customer deposits and deferred revenue	304	1,045
Net cash (used in)/provided by operating activities	(1,036)	871
Investing activities
Additions to property, plant and equipment		(56)
Net cash used in investing activities	0	(56)
Financing activities
Bank overdrafts	(205)	(1,294)
Short term borrowings		1,785
Borrowing under debt agreement		5,259
Repayment of debt		(6,403)
Principal repayments of financing leases	(214)	(128)
Net cash used in financing activities	(419)	(781)
(Decrease) increase in cash and cash equivalents	(1,455)	34
Effect of foreign exchange on cash and cash equivalents		(70)
Cash and cash equivalents
Beginning of period	8,213	211
End of period	6,758	175
Supplemental cash flow information:
Interest paid		2,603
Income taxes paid, net of refunds	$ 477	$ 587

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive income (loss) [Member]	Accumulated deficit/Retained Earnings [Member]	Total
Balance Beginning at Dec. 31, 2018	$ 9	$ 23,966	$ (5,897)	$ (6,127)	$ 11,951
Balance Beginning (in shares) at Dec. 31, 2018	8,726,045
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				5,647	5,647
Stock-based compensation		5			5
Foreign currency translation adjustment			(312)		(312)
Pension adjustment, net of taxes			90		90
Balance Ending at Mar. 31, 2019	$ 9	23,971	(6,119)	(480)	17,381
Balance Ending (in shares) at Mar. 31, 2019	8,726,045
Balance Beginning at Dec. 31, 2019	$ 9	23,978	14	(7,566)	$ 16,435
Balance Beginning (in shares) at Dec. 31, 2019	8,726,045				8,726,045
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(2,921)	$ (2,921)
Stock-based compensation		2			2
Balance Ending at Mar. 31, 2020	$ 9	$ 23,980	$ 14	$ (10,487)	$ 13,516
Balance Ending (in shares) at Mar. 31, 2020	8,726,045				8,726,045

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION Overview Pioneer Power Solutions, Inc. and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “Pioneer Power,” “we,” “our” and “us”) manufacture, sell and service a broad range of specialty electrical transmission, distribution and on-site power generation equipment for applications in the utility, industrial, commercial and backup power markets. The Company is headquartered in Fort Lee, New Jersey and operates from five (5) additional locations in the U.S. for manufacturing, centralized distribution, engineering, sales and administration. We have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020: Transmission and Distribution Solutions (“T&D Solutions”) and Critical Power Solutions (“Critical Power”). Sale of Transformer Business Units On June 28, 2019, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), by and among the Company, Electrogroup Canada, Inc., a wholly owned subsidiary of the Company (“Electrogroup”), Jefferson Electric, Inc., a wholly owned subsidiary of the Company (“Jefferson”), JE Mexican Holdings, Inc., a wholly owned subsidiary of the Company (“JE Mexico,” and together with Electrogroup and Jefferson, the “Disposed Companies”), Nathan Mazurek (Chief Executive Officer of the Company), Pioneer Transformers L.P. (the “US Buyer”) and Pioneer Acquireco ULC (the “Canadian Buyer,” and together with the US Buyer, the “Buyer”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to sell (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE Mexico to the US Buyer (the “Equity Transaction”), for a purchase price of $68.0 million. Included in the purchases price, the Company received two subordinated promissory notes, issued by the Buyer, in the aggregate principal amount of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in a change to the value of the notes at March 31, 2020 of $111, for a carrying value of $5.2 million as compared to a carrying value of $5.1 million for the year ended December 31, 2019, which is included within other long term assets (see Note 10 - Other Assets). The transaction was consummated on August 16, 2019. Pioneer sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type transformer manufacturing businesses within the Company’s T&D Solutions segment. Pioneer Power retained its switchgear manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power segment. For presentation within these statements, the Disposed Companies are being presented as discontinued operations for all periods presented. Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules of the SEC and reflect the accounts of the Company as of March 31, 2020. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP for a year-end balance sheet. All dollar amounts (except share and per share data) presented in the notes to our unaudited consolidated financial statements are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. These unaudited consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the risk factors and the audited consolidated financial statements and notes thereto of the Company and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Liquidity The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the three months ended March 31, 2020, the Company had $6.8 million of cash and cash equivalents on hand, generated primarily from the completion of the Equity Transaction, and working capital of $7.4 million. We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings under our revolving credit facilities. Our cash requirements historically were generally for operating activities, debt repayment, capital improvements and acquisitions. As all outstanding amounts under our credit facilities have been paid in full with the proceeds from the Equity Transaction during the year ended December 31, 2019, we expect to meet our cash needs with our working capital and cash flows from our operating activities. We expect our cash requirements to be generally for operating activities and capital improvements. There are two appeals pending in the California Court of Appeals for the Second Appellate District in connection with the litigation with Myers Power Products, Inc., which includes an appeal of an order modifying a previously issued preliminary injunction and an order enjoining the Company to obtain and post a $12 million bond in connection with the modified preliminary injunction. While the Company intends to defend itself vigorously, due to the uncertainties of litigation, the Company can give no assurance that it will prevail on the appeals which could have an adverse impact on the Company’s financial position. These appeals are currently scheduled to be heard later in calendar year 2021, after the underlying case is likely to be heard and decided during the third quarter of fiscal 2020. The full impact of the COVID-19 outbreak continues to evolve as the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak at this time, however, if the pandemic continues, it may have an adverse effect on the Company’s results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, appropriates funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment. On April 13, 2020, the Company received funding in the amount of $1.4 million from the Paycheck Protection Program after determining we met the qualifications for this loan program due to the impact that COVID-19 will have on our financial condition, results of operations, and/or liquidity.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes in the Company’s accounting policies during the first quarter of 2020. Recent Accounting Pronouncements There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s financial statements. Income Taxes. Income Taxes (Topic 740) Stock Compensation. Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Fair Value Measurement. Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Measurement of Credit Losses on Financial Instrument. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

DIVESTITURES

DIVESTITURES	3 Months Ended
	Mar. 31, 2020
Divestitures [Abstract]
DIVESTITURES	3. DIVESTITURES Pioneer Critical Power, Inc. On January 22, 2019, Pioneer Critical Power, Inc., a Delaware corporation (“PCPI”), a wholly-owned subsidiary of the Company within the T&D Solutions segment, CleanSpark and CleanSpark Acquisition, Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub merged with and into PCPI, with PCPI becoming a wholly-owned subsidiary of the CleanSpark and the surviving company of the merger (the “Merger”). At the effective date of the Merger, all of the issued and outstanding shares of common stock of PCPI, par value $0.01 per share, were converted into the right to receive (i) 175,000 shares of common stock, par value $0.001 per share (“CleanSpark Common Stock”), of CleanSpark, (ii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $16.00 per share, and (iii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $20.00 per share. The share quantities and exercise prices of warrants reflect the 10:1 reverse stock split completed by CleanSpark in December 2019. In connection with the Merger Agreement, the Company, CleanSpark and PCPI entered into an Indemnity Agreement (the “Indemnity Agreement”), dated January 22, 2019, pursuant to which the Company agreed to assume the liabilities and obligations related to the claims made by Myers Powers Products, Inc. in the case titled Myers Power Products, Inc. v. Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, Corp., et al. In connection with entry into the Merger Agreement, the Company and CleanSpark entered into a Contract Manufacturing Agreement (the “Contract Manufacturing Agreement”), dated as of January 22, 2019, pursuant to which the Company will manufacture paralleling switchgear, automatic transfer switches and related control and circuit protective equipment (collectively, “Products”) exclusively for purchase by CleanSpark. CleanSpark will purchase the Products via purchase orders issued to the Company at any time and from time to time. The price for the Products payable by CleanSpark to the Company will be negotiated on a case by case basis, but all purchases of Products will have a target price of 91% of the CleanSpark customer’s purchase order price and will not be more than 109% of the Company’s cost. The Contract Manufacturing Agreement has a term of 18 months and may be extended by mutual agreement of the Company and CleanSpark. The Merger resulted in the deconsolidation of PCPI and a gain of $4.2 million in the first quarter of 2019. The fair value of the investment in the common stock of CleanSpark was determined using quoted market prices and warrants were established using a Black Scholes model. At March 31, 2020, the estimated fair value of the warrants and CleanSpark common stock decreased to $324 and an unrealized mark to market loss of $1.1 million was recognized within other expense for the period ended March 31, 2020. The PCPI entity was a dormant business unit at the time of this sale; therefore this sale has no impact to the discontinued operations presented within the financial statements.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	4. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. ● Level 2 - inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. At March 31, 2020, the Company’s financial instruments included the right to receive (i) 175,000 shares of common stock, par value $0.001 per share, of CleanSpark Common Stock, (ii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $16.00 per share, and (iii) a five-year warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $20.00 per share. The carrying amounts reported in the accompanying financial statements for cash and cash equivalents, receivables, inventories, accounts payable and accrued expenses and other current liabilities approximate their respective fair values because of the short-term nature of these accounts. The share quantities and exercise prices of warrants reflect the 10:1 reverse stock split which was completed by CleanSpark in December 2019. The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets that are measured at fair value on a recurring basis: March 31, 2020 Fair Value Measurements Using Quoted prices in Significant other Significant (Level 1) (Level 2) (Level 3) Assets Common shares $ 207 $ — $ — Warrants — — 117 Level 3 Valuation The warrant asset (which relates to warrants to purchase shares of common stock) is marked-to-market each reporting period with the change in fair value recorded to other income (expense) in the accompanying statements of operations until the warrants are exercised. The fair value of the warrant asset is estimated using a Black-Scholes option-pricing model. The significant assumptions used in preparing the option pricing model for valuing the warrant asset as of March 31, 2020, include (i) volatility of 306%, (ii) risk free interest rate of 0.34%, (iii) strike price ($16.00 and $20.00), (iv) fair value of common stock ($1.20), and (v) expected life of 3.8 years. The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the CleanSpark warrants for the three months ended March 31, 2020: CleanSpark Balance at December 31, 2019 $ 531 Issuance of warrants — Change in fair value (414 ) Balance at March 31, 2020 $ 117 No other changes in valuation techniques or inputs occurred during the three months ended March 31, 2020. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three months ended March 31, 2020.

REVENUES

REVENUES	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
REVENUES	5. REVENUES Nature of our products and services Our principal products and services include custom-engineered engine-generator sets and controls, complemented by a national field-service network to maintain and repair power generation assets. Products We provide switchgear that helps customers effectively and efficiently manage their electrical power distribution systems to desired specifications. Services Power generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during a time of emergency. Our power maintenance programs provide preventative maintenance, repair and support service for our customers’ power generation systems. Our principal source of revenue is derived from sales of products and fees for services. We measure revenue based upon the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of our products when the risk of loss or control for the product transfers to the customer and for services as they are performed. Under ASC 606, revenue is recognized when a customer obtains control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services. To achieve this core principal, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether promised products or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised products or services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The customer payments are generally due in 30 days. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis or cost of the product or service. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer. Substantially all of our revenue from the sale of switchgear and power generation equipment is recognized at a point of time. Revenues are recognized at the point in time that the customer obtains control of the good which is when it has taken title to the products and has assumed the risks and rewards of ownership specified in the purchase order or sales agreement. Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The following table presents our revenues disaggregated by revenue discipline: Three Months Ended 2020 2019 Products $ 3,132 $ 1,246 Services 1,869 1,771 Total revenue $ 5,001 $ 3,017 See Note 13 - Business Segment and Geographic Information in Notes to Consolidated Financial Statements in Part I of this Form 10-Q.

OTHER (INCOME) EXPENSE

OTHER (INCOME) EXPENSE	3 Months Ended
	Mar. 31, 2020
Other Income and Expenses [Abstract]
OTHER (INCOME) EXPENSE	6. OTHER (INCOME) EXPENSE Other expense in the unaudited consolidated statements of operations reports certain gains and losses associated with activities not directly related to our core operations. For the three months ended March 31, 2020, other expense was $1.3 million, as compared to other income of $3.3 million during the three months ended March 31, 2019. For the three months ended March 31, 2020, included in other expense was a loss of $1.1 million related to the mark to market adjustment on the fair value of common stock and warrants received in connection with the Merger of PCPI, CleanSpark and the Merger Sub as compared to a gain of $3.3 million for the three months ended March 31, 2019.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	7. DISCONTINUED OPERATIONS A discontinued operation is a component of the Company’s business that represents a separate major line of business that had been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative Consolidated Statement of Operations, Consolidated Statement of Cash Flows, and Consolidated Balance Sheets are presented as if the operation had been discontinued from the start of the comparative year. Based upon the authoritative guidance, the Company concluded that the operations of the liquid-filled and dry-type transformer business should be presented as discontinued operations as of and for the three months ended March 31, 2019. Overview On August 16, 2019, the Company completed the Equity Transaction pursuant to the Stock Purchase Agreement, by and among the Company, the Disposed Companies, Nathan Mazurek, and the Buyer. Pursuant to the terms of the Stock Purchase Agreement, the Company sold (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE Mexico to the US Buyer. Upon completion of the Equity Transaction, Pioneer Power sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type transformer manufacturing businesses within the Company’s T&D Segment. Pioneer Power retained its switchgear manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power segment. Consideration The consideration paid by the Buyer in the Equity Transaction is a base cash purchase price of $60.5 million, as well as the issuance by the Buyer of two subordinated promissory notes to Pioneer Power in the principal amounts of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million (the “Seller Notes”), in each case subject to adjustment pursuant to the terms of the Stock Purchase Agreement. Pursuant to the terms of the Stock Purchase Agreement, the Seller Notes will bear interest at an annualized rate of 4.0%, to be paid-in-kind annually, and will have a maturity date of December 31, 2022. In addition, pursuant to the terms of the Stock Purchase Agreement, as amended, the Buyer may set-off on a dollar-for-dollar basis any indemnifiable losses the Buyer suffers as a result of certain actions or omissions by Pioneer Power or the Disposed Companies against the first Seller Note in the aggregate principal amount of $5.0 million, and such right of set-off is the Buyer’s sole source of recovery with respect to losses resulting from inaccuracies or breaches of the Company’s representations and warranties, except for breaches of certain fundamental warranties, claims of fraud and breaches of representations, warranties or covenants relating to taxes, and claims for certain specific indemnities. No such losses are expected as of March 31, 2020. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in a change to the value of the notes at March 31, 2020 of $111, for a carrying value of $5.2 million, as compared to a carrying value of $5.1 million for the year ended December 31, 2019, which is included within other long term assets (see Note 10 - Other Assets). Operating results of the liquid-filled and dry-type transformer manufacturing businesses previously included in the T&D Solutions segment, have now been reclassified as discontinued operations for all periods presented. During the quarter ended June 30, 2019 the Company’s Reynosa Facility was damaged by a flood resulting in damages to inventory. This loss has been partially offset by $2.4 million of insurance proceeds that the Company expects to receive. The Company received $600 of these insurance proceeds during the year ended December 31, 2019, and $1.4 million of these insurance proceeds were received during the first quarter ended March 31, 2020. While the net loss on inventory damaged amounting to approximately $782 has been reflected within the Cost of goods sold in discontinued operations during the year ended December 31, 2019, the corresponding insurance receivable of $351 has been recognized as an asset from continuing operations as of March 31, 2020. The amount of damaged inventory and insurance proceeds are based upon management’s best estimate, and the actual amount of damaged inventory and insurance proceeds may differ from such estimates. The following table presents the discontinued operations of the liquid-filled and dry-type transformer manufacturing businesses in the Consolidated Statement of Operations: Three Months Ended March 31, 2020 2019 Revenues $ — $ 21,681 Costs and Expenses Cost of goods sold — 17,839 Selling, general and administrative — 2,439 Foreign exchange gain — (631 ) Interest expense — 275 Other expense — 45 Total costs and expenses — 19,967 Income before provision for income taxes — 1,714 Income tax expense — 402 Income from discontinued operations, net of income taxes $ — $ 1,312 Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows: Three Months Ended March 31, 2020 2019 Depreciation and amortization $ — $ 387 Capital expenditures — 56

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
INVENTORIES	8. INVENTORIES The components of inventories are summarized below: March 31, December 31, 2020 2019 Raw materials $ 2,341 $ 2,309 Work in process 2,928 2,628 Finished goods — 46 Provision for excess and obsolete inventory (616 ) (429 ) Total inventories $ 4,653 $ 4,554 Inventories are stated at the lower of cost or a net realizable value determined on a FIFO method. A net realizable value adjustment of $113 and $418 was recognized in cost of goods sold of the T&D Solutions segment during the three months ended March 31, 2020 and the year ended December 31, 2019, respectively.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized below: March 31, December 31, 2020 2019 Machinery and equipment $ 1,225 $ 1,225 Furniture and fixtures 205 205 Computer hardware and software 682 682 Leasehold improvements 337 337 2,449 2,449 Less: Accumulated depreciation (1,867 ) (1,809 ) Total property, plant and equipment, net $ 582 $ 640 Depreciation expense was $58 and $70 for the period ended March 31, 2020 and 2019, respectively.

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Mar. 31, 2020
Other Income and Expenses [Abstract]
OTHER ASSETS	10. OTHER ASSETS Included in other assets at March 31, 2020 and December 31, 2019 are right-of-use asset, net, of $1.6 and $1.8 million, respectively, related to our lease obligations. As a result of the Company entering into the Stock Purchase Agreement on June 28, 2019, as amended (see Note 3 – Divestitures), we have received two subordinated promissory notes in the aggregate principal amount of $7.5 million, subject to certain adjustments. The subordinated promissory notes accrue interests at a rate of 4.0% per annum with a final payment of all unpaid principal and interest becoming fully due and payable at December 31, 2022. The Company determined the fair value of the notes based on market conditions and prevailing interest rates. During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement, completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.7 million in cash and reducing the principal amount of the $5.0 million Seller Note to $3.3 million. The Company has revalued the notes for an appropriate imputed interest rate, resulting in an increase to the value of the notes at March 31, 2020 of $111, for a carrying value of $5.2 million. Other assets are summarized below: March 31, December 31, 2020 2019 Right of use assets $ 1,587 $ 1,806 Notes receivable, net 5,207 5,096 CleanSpark warrants 117 531 Deposits 24 32 Other assets $ 6,935 $ 7,465

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2020
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	11. STOCKHOLDERS’ EQUITY Common Stock The Company had 8,726,045 shares of common stock, $0.001 par value per share, outstanding as of March 31, 2020 and December 31, 2019. Stock-Based Compensation A summary of stock option activity under the 2011 Long-Term Incentive Plan as of March 31, 2020, and changes during the three months ended March 31, 2020, are presented below: Stock Weighted average Weighted Aggregate Outstanding as of January 1, 2020 379,800 $ 7.54 6.1 $ 22 Granted 70,000 1.68 Exercised — — Forfeited (2,000 ) 15.05 Outstanding as of March 31, 2020 447,800 $ 6.59 7.50 $ — Exercisable as of March 31, 2020 374,467 $ 7.50 6.90 $ — As of March 31, 2020, there were 225,867 shares available for future grants under the Company’s 2011 Long-Term Incentive Plan. Stock-based compensation expense recorded for the three months ended March 31, 2020 and 2019 was approximately $2 and $5, respectively. At March 31, 2020, the Company had total stock-based compensation expense remaining to be recognized in the consolidated statements of operations of approximately $1.

BASIC AND DILUTED INCOME (LOSS)

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	3 Months Ended
	Mar. 31, 2020
Earnings (loss) per share:
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	12. BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE Basic and diluted income (loss) per common share is calculated based on the weighted average number of shares outstanding during the period. The Company’s employee and director stock option awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share data): Three Months Ended 2020 2019 Numerator: Net (loss) income $ (2,921 ) $ 4,335 Income from discontinued operations, net of income taxes — 1,312 Net (loss) income $ (2,921 ) $ 5,647 Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net (loss) income per common share 8,726 8,730 (Loss) income per share: Basic (Loss) income from continuing operations $ (0.33 ) $ 0.50 Income from discontinued operations — 0.15 Net (loss) income $ (0.33 ) $ 0.65 Diluted (Loss) income from continuing operations $ (0.33 ) $ 0.50 Income from discontinued operations — 0.15 Net (loss) income $ (0.33 ) $ 0.65

BUSINESS SEGMENT AND GEOGRAPHIC

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION	13. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION The Company follows ASC 280 Segment Reporting in determining its reportable segments. The Company considered the way its management team, most notably its chief operating decision maker, makes operating decisions and assesses performance and considered which components of the Company’s enterprise have discrete financial information available. As the Company makes decisions using a manufactured products vs. distributed products and services group focus, its analysis resulted in two reportable segments: T&D Solutions and Critical Power. The Critical Power reportable segment is the Company’s Titan Energy Systems Inc. business unit. The T&D Solutions reportable segment is the Company’s Pioneer Custom Electrical Products, Inc. business unit, together with sales and expenses attributable to strategic sales group for its T&D Solutions marketing activities. The T&D Solutions segment is involved in the design, manufacture and distribution of switchgear used primarily by large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides aftermarket field-services primarily to help customers ensure smooth, uninterrupted power to operations during times of emergency. The following tables present information about segment income and loss: Three Months Ended 2020 2019 Revenues T&D Solutions Switchgear $ 2,877 $ 1,073 $ 2,877 $ 1,073 Critical Power Solutions Equipment 255 173 Service 1,869 1,771 2,124 1,944 Consolidated $ 5,001 $ 3,017 Three Months Ended 2020 2019 Depreciation and Amortization T&D Solutions $ 34 $ 34 Critical Power Solutions 79 36 Unallocated Corporate Overhead Expenses 9 14 Consolidated $ 122 $ 84 Three Months Ended 2020 2019 Operating Loss T&D Solutions $ (777 ) $ (232 ) Critical Power Solutions (200 ) (402 ) Unallocated Corporate Overhead Expenses (770 ) (810 ) Consolidated $ (1,747 ) $ (1,444 ) Revenues are attributable to countries based on the location of the Company’s customers: Three Months Ended 2020 2019 Revenues United States $ 5,001 $ 3,017 Total $ 5,001 $ 3,017

LEASES

LEASES	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
LEASES	14. LEASES The company leases certain offices, facilities and equipment under operating and financing leases. Our leases have remaining terms of 1 year to 7 years some of which contain options to extend up to 10 years. As of March 31, 2020 and 2019, assets recorded under finance leases were $1.3 million and $989, respectively, and accumulated amortization associated with finance leases were $579 and $414, respectively. As of March 31, 2020 and 2019, assets recorded under operating leases were $2.1 million and $2.1 million, respectively, and accumulated amortization associated with operating leases were $1.2 million and $888, respectively. Such amounts are included within other assets. The components of the lease expense were as follows: Three Months Ended 2020 2019 Operating lease cost $ 169 $ 169 Finance lease cost Amortization of right-of-use asset $ 64 $ 67 Interest on lease liabilities 13 12 Total finance lease cost $ 77 $ 79 Other information related to leases was as follows: Supplemental Cash Flows Information March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 171 $ 167 Operating cash flows from finance leases 13 12 Financing cash flows from finance leases 58 62 Right-of-use assets obtained in exchange for lease obligations: Operating leases 155 147 Finance leases 62 54 Weighted Average Remaining Lease Term March 31, 2020 2019 Operating leases 2 years 3 years Finance leases 2 years 3 years Weighted Average Discount Rate March 31, 2020 2019 Operating leases 5.50% 5.50% Finance leases 6.90% 6.70% Future minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows: Operating Finance 2020 $ 506 $ 212 2021 401 330 2022 91 140 2023 — 124 Total future minmum lease payments 998 806 Less imputed interest (48 ) (80 ) Total future minmum lease payments $ 950 $ 726 Reported as of March 31, 2020: Operating Finance Accounts payable and accrued liabilities $ 594 $ 332 Other long-term liabilities 356 394 Total $ 950 $ 726

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS The Company negotiated and received $317 of the insurance proceeds due from the June 2019 flood at the Company’s facility in Reynosa, Mexico during the second quarter of 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, appropriates funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment. On April 13, 2020, the Company received funding in the amount of $1.4 million from the Paycheck Protection Program (the “PPP Loan”) after determining we met the qualifications for this loan program due to the impact that COVID-19 will have on our financial condition, results of operations, and/or liquidity. While it is uncertain as to the full magnitude that the pandemic will have on the Company’s future results of operations, the Company has experienced certain declines in service sales and commitments to purchase equipment. The Company has made this assertion in good faith based upon all available guidance, however management will continue to assess the Company’s continued qualification if and when updated guidance is released by the Treasury Department. The Company intends to use all proceeds from the PPP Loan to retain employees, maintain payroll and make lease, rent and utility payments. Under the terms of the PPP loan, the Company may be eligible for full or partial loan forgiveness in the second quarter of 2020, however, no assurance is provided that the Company will apply for, or obtain forgiveness for, any portion of the PPP Loan.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements There have been no recent accounting pronouncements not yet adopted by the Company which would have a material impact on the Company’s financial statements. Income Taxes. Income Taxes (Topic 740) Stock Compensation. Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Fair Value Measurement. Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Measurement of Credit Losses on Financial Instrument. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of asets measured at fair value on a recurring basis	The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets that are measured at fair value on a recurring basis: March 31, 2020 Fair Value Measurements Using Quoted prices in Significant other Significant (Level 1) (Level 2) (Level 3) Assets Common shares $ 207 $ — $ — Warrants — — 117
Schedule of changes in the fair value of warrants	The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the CleanSpark warrants for the three months ended March 31, 2020: CleanSpark Balance at December 31, 2019 $ 531 Issuance of warrants — Change in fair value (414 ) Balance at March 31, 2020 $ 117

REVENUES (Tables)

REVENUES (Tables)	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Schedule of revenues disaggregated by revenue discipline	The following table presents our revenues disaggregated by revenue discipline: Three Months Ended 2020 2019 Products $ 3,132 $ 1,246 Services 1,869 1,771 Total revenue $ 5,001 $ 3,017

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Mar. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Schedule of discontinued operations	The following table presents the discontinued operations of the liquid-filled and dry-type transformer manufacturing businesses in the Consolidated Statement of Operations: Three Months Ended March 31, 2020 2019 Revenues $ — $ 21,681 Costs and Expenses Cost of goods sold — 17,839 Selling, general and administrative — 2,439 Foreign exchange gain — (631 ) Interest expense — 275 Other expense — 45 Total costs and expenses — 19,967 Income before provision for income taxes — 1,714 Income tax expense — 402 Income from discontinued operations, net of income taxes $ — $ 1,312 Depreciation, capital expenditures, and significant non cash items of the discontinued operations by period were as follows: Three Months Ended March 31, 2020 2019 Depreciation and amortization $ — $ 387 Capital expenditures — 56

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of the components of inventories	The components of inventories are summarized below: March 31, December 31, 2020 2019 Raw materials $ 2,341 $ 2,309 Work in process 2,928 2,628 Finished goods — 46 Provision for excess and obsolete inventory (616 ) (429 ) Total inventories $ 4,653 $ 4,554

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Property, plant and equipment are summarized below: March 31, December 31, 2020 2019 Machinery and equipment $ 1,225 $ 1,225 Furniture and fixtures 205 205 Computer hardware and software 682 682 Leasehold improvements 337 337 2,449 2,449 Less: Accumulated depreciation (1,867 ) (1,809 ) Total property, plant and equipment, net $ 582 $ 640

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2020
Other Assets [Abstract]
Schedule of other assets	Other assets are summarized below: March 31, December 31, 2020 2019 Right of use assets $ 1,587 $ 1,806 Notes receivable, net 5,207 5,096 CleanSpark warrants 117 531 Deposits 24 32 Other assets $ 6,935 $ 7,465

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of stock option activity under the 2011 Long-Term Incentive Plan	A summary of stock option activity under the 2011 Long-Term Incentive Plan as of March 31, 2020, and changes during the three months ended March 31, 2020, are presented below: Stock Weighted average Weighted Aggregate Outstanding as of January 1, 2020 379,800 $ 7.54 6.1 $ 22 Granted 70,000 1.68 Exercised — — Forfeited (2,000 ) 15.05 Outstanding as of March 31, 2020 447,800 $ 6.59 7.50 $ — Exercisable as of March 31, 2020 374,467 $ 7.50 6.90 $ —

BASIC AND DILUTED LOSS PER COMM

BASIC AND DILUTED LOSS PER COMMON SHARE (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings (loss) per share:
Schedule of computation of basic and diluted loss per share	The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share data): Three Months Ended 2020 2019 Numerator: Net (loss) income $ (2,921 ) $ 4,335 Income from discontinued operations, net of income taxes — 1,312 Net (loss) income $ (2,921 ) $ 5,647 Denominator: Weighted average basic shares outstanding 8,726 8,726 Denominator for diluted net (loss) income per common share 8,726 8,730 (Loss) income per share: Basic (Loss) income from continuing operations $ (0.33 ) $ 0.50 Income from discontinued operations — 0.15 Net (loss) income $ (0.33 ) $ 0.65 Diluted (Loss) income from continuing operations $ (0.33 ) $ 0.50 Income from discontinued operations — 0.15 Net (loss) income $ (0.33 ) $ 0.65

BUSINESS SEGMENT, GEOGRAPHIC AN

BUSINESS SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Schedule of information about segment income and loss and segment assets	The following tables present information about segment income and loss: Three Months Ended 2020 2019 Revenues T&D Solutions Switchgear $ 2,877 $ 1,073 $ 2,877 $ 1,073 Critical Power Solutions Equipment 255 173 Service 1,869 1,771 2,124 1,944 Consolidated $ 5,001 $ 3,017 Three Months Ended 2020 2019 Depreciation and Amortization T&D Solutions $ 34 $ 34 Critical Power Solutions 79 36 Unallocated Corporate Overhead Expenses 9 14 Consolidated $ 122 $ 84 Three Months Ended 2020 2019 Operating Loss T&D Solutions $ (777 ) $ (232 ) Critical Power Solutions (200 ) (402 ) Unallocated Corporate Overhead Expenses (770 ) (810 ) Consolidated $ (1,747 ) $ (1,444 )
Schedule of revenues attributable to countries	Revenues are attributable to countries based on the location of the Company’s customers: Three Months Ended 2020 2019 Revenues United States $ 5,001 $ 3,017 Total $ 5,001 $ 3,017

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Schedule of component of lease expense	The components of the lease expense were as follows: Three Months Ended 2020 2019 Operating lease cost $ 169 $ 169 Finance lease cost Amortization of right-of-use asset $ 64 $ 67 Interest on lease liabilities 13 12 Total finance lease cost $ 77 $ 79
Schedule of other information related to leases	Other information related to leases was as follows: Supplemental Cash Flows Information March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 171 $ 167 Operating cash flows from finance leases 13 12 Financing cash flows from finance leases 58 62 Right-of-use assets obtained in exchange for lease obligations: Operating leases 155 147 Finance leases 62 54 Weighted Average Remaining Lease Term March 31, 2020 2019 Operating leases 2 years 3 years Finance leases 2 years 3 years Weighted Average Discount Rate March 31, 2020 2019 Operating leases 5.50% 5.50% Finance leases 6.90% 6.70%
Schedule of future minimum lease payments	Future minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows: Operating Finance 2020 $ 506 $ 212 2021 401 330 2022 91 140 2023 — 124 Total future minmum lease payments 998 806 Less imputed interest (48 ) (80 ) Total future minmum lease payments $ 950 $ 726
Schedule of reported amounts of lease liabilities	Reported as of March 31, 2020: Operating Finance Accounts payable and accrued liabilities $ 594 $ 332 Other long-term liabilities 356 394 Total $ 950 $ 726

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) $ in Thousands	Jun. 28, 2019USD ($)	Jun. 30, 2020USD ($)	Mar. 31, 2020USD ($)SegmentNumber	Dec. 31, 2019USD ($)
Number of additional locations | Number			5
Number of reportable segments | Segment			2
Carrying value of note			$ 5,207	$ 5,096
Working capital			7,400
Cash and cash equivalents			6,758	8,213
Subsequent Event [Member]
Insurance proceeds received		$ 317
Myers Power Products, Inc. Modified Preliminary Injunction [Member] | Bond [Member]
Debt			12,000
Transformer Business Units [Member]
Purchase price of divestiture	$ 68,000
Transformer Business Units [Member] | Subordinated Promissory Notes [Member]
Principal amount	7,500
Cash payment for promissory note				1,700
Revaluation of note			111
Carrying value of note			$ 5,200	5,100
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member]
Principal amount	5,000			$ 3,300
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member]
Principal amount	$ 2,500

DIVESTITURES (Details Narrative

DIVESTITURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 22, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001
Gain on deconsolidation			$ 4,207
CleanSpark [Member]
Common stock, par value (in dollars per share)		$ 0.001
Fair value of investment		$ 324
Unrealized gain (loss) on investment		$ (1,100)	3,300
CleanSpark [Member] | Contract Manufacturing Agreement [Member]
Manufacturing agreement, target percentage of customer price	91.00%
Manufacturing agreement, maximum percentage of Company's cost	109.00%
Manufacturing agreement term	18 months
CleanSpark [Member] | Warrant 1 [Member]
Warrant term		5 years
Number of shares called by warrant		50,000
Warrant exercise price		$ 16
CleanSpark [Member] | Warrant 2 [Member]
Warrant term		5 years
Number of shares called by warrant		50,000
Warrant exercise price		$ 20
CleanSpark [Member] | Common Stock [Member]
Common stock, par value (in dollars per share)		$ 0.001
Number of shares converted		175,000
Reverse stock split				10:1 reverse stock split
PCPI [Member]
Common stock, par value (in dollars per share)		$ 0.01
Gain on deconsolidation			$ 4,200

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Assets
Common shares	$ 207	$ 936
Warrants	117	$ 531
Fair Value Inputs Level 1 [Member]
Assets
Common shares	207
Fair Value Inputs Level 3 [Member]
Assets
Warrants	$ 117

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1) - CleanSpark Warrants [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2019	$ 531
Change in fair value	(414)
Balance at March 31, 2020	$ 117

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details Narrative)	3 Months Ended	12 Months Ended
	Mar. 31, 2020$ / sharesshares	Dec. 31, 2019$ / shares	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
CleanSpark [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common stock, par value (in dollars per share)	0.001
CleanSpark [Member] | Common Stock [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common stock, par value (in dollars per share)	$ 0.001
Number of shares converted | shares	175,000
Reverse stock split		10:1 reverse stock split
Warrant 2 [Member] | CleanSpark [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant term	5 years
Number of shares called by warrant | shares	50,000
Warrant exercise price	$ 20
Warrant 1 [Member] | CleanSpark [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant term	5 years
Number of shares called by warrant | shares	50,000
Warrant exercise price	$ 16
CleanSpark Warrants [Member] | Common Stock Fair Value [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant fair value measurement input	1.2
CleanSpark Warrants [Member] | Strike Price [Member] | Warrant 2 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant fair value measurement input	20
CleanSpark Warrants [Member] | Strike Price [Member] | Warrant 1 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant fair value measurement input			16
CleanSpark Warrants [Member] | Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant fair value measurement input	0.34
CleanSpark Warrants [Member] | Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant fair value measurement input	306
CleanSpark Warrants [Member] | Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term	3 years 9 months 18 days

REVENUES (Details)

REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total Revenue	$ 5,001	$ 3,017
Products [Member]
Total Revenue	3,132	1,246
Services [Member]
Total Revenue	$ 1,869	$ 1,771

OTHER (INCOME) EXPENSE (Details

OTHER (INCOME) EXPENSE (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other non-operating expense	$ 1,281	$ (3,342)
CleanSpark [Member]
Unrealized gain (loss)	$ (1,100)	$ 3,300

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Revenues	$ 21,681
Costs and Expenses
Cost of goods sold	17,839
Selling, general and administrative	2,439
Foreign exchange gain	(631)
Interest expense	275
Other expense	45
Total costs and expenses	19,967
Income before provision for income taxes	1,714
Income tax expense	402
Income from discontinued operations, net of income taxes	$ 1,312

DISCONTINUED OPERATIONS (Deta_2

DISCONTINUED OPERATIONS (Details 1) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Depreciation and amortization	$ 387
Capital expenditures	$ 56

DISCONTINUED OPERATIONS (Deta_3

DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands	Aug. 16, 2019	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2019	Jun. 28, 2019
Insurance receivable		$ 351	$ 1,800		$ 1,800
Carrying value of note		$ 5,207	5,096		5,096
Transformer Business Units [Member]
Cash purchase price	$ 60,500
Transformer Business Units [Member] | Subordinated Promissory Notes [Member]
Principal amount						$ 7,500
Interest rate		4.00%
Maturity date		Dec. 31, 2022
Cash payment for promissory note			1,700
Revaluation of note		$ 111
Carrying value of note		5,200	5,100		5,100
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member]
Principal amount			$ 3,300		3,300	5,000
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | Second Seller Note [Member]
Principal amount						$ 2,500
Reynosa Facility Flood [Member]
Insurance proceeds				$ 2,400
Insurance proceeds received					600
Discontinued Operations [Member]
Reserve for receivable		1,400
Discontinued Operations [Member] | Reynosa Facility Flood [Member]
Net loss on inventory damaged					$ 782
Continuing Operations [Member] | Reynosa Facility Flood [Member]
Insurance receivable		$ 351

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 2,341	$ 2,309
Work in process	2,928	2,628
Finished goods		46
Provision for excess and obsolete inventory	(616)	(429)
Total inventories	$ 4,653	$ 4,554

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Goods in transit	$ 113	$ 418

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,449	$ 2,449
Less: Accumulated depreciation	(1,867)	(1,809)
Total property, plant and equipment, net	582	640
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	1,225	1,225
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	205	205
Computer Hardware And Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	682	682
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 337	$ 337

PROPERTY, PLANT AND EQUIPMENT_3

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 58	$ 70

OTHER ASSETS (Details)

OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Assets [Abstract]
Right of use assets	$ 1,587	$ 1,806
Notes receivable, net	5,207	5,096
CleanSpark warrants	117	531
Deposits	24	32
Other assets	$ 6,935	$ 7,465

OTHER ASSETS (Details Narrative

OTHER ASSETS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Jun. 28, 2019
Right of use assets	$ 1,587	$ 1,806
Carrying value of note	$ 5,207	5,096
Transformer Business Units [Member] | Subordinated Promissory Notes [Member]
Principal amount			$ 7,500
Interest rate	4.00%
Maturity date	Dec. 31, 2022
Cash payment for promissory note		1,700
Revaluation of note	$ 111
Carrying value of note	$ 5,200	5,100
Transformer Business Units [Member] | Subordinated Promissory Notes [Member] | First Seller Note [Member]
Principal amount		$ 3,300	$ 5,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - Long-Term Incentive Plan [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Stock options
Outstanding at beginning of period | shares	379,800
Granted | shares	70,000
Forfeited | shares	(2,000)
Outstanding at end of period | shares	447,800
Exercisable at end of period | shares	374,467
Weighted average exercise price
Outstanding at beginning of period | $ / shares	$ 7.54
Granted | $ / shares	1.68
Forfeited | $ / shares	15.05
Outstanding at end of period | $ / shares	6.59
Exercisable at end of period | $ / shares	$ 7.50
Weighted average remaining contractual term
Outstanding at beginning of period	6 years 1 month 6 days
Outstanding at end of period	7 years 6 months
Exercisable at the end of period	6 years 10 months 24 days
Aggregate intrinsic value
Outstanding at beginning of period | $	$ 22
Outstanding at end of period | $	$ 0

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Common stock, outstanding shares	8,726,045		8,726,045
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001
Stock-based compensation not yet recognized	$ 1
Stock-based compensation	$ 2	$ 5
Long-Term Incentive Plan [Member]
Number of shares available for future grants	225,867

BASIC AND DILUTED INCOME (LOS_2

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Numerator:
Net (loss) income	$ (2,921)	$ 4,335
Income from discontinued operations, net of income taxes		1,312
Net (loss) income	$ (2,921)	$ 5,647
Denominator:
Weighted average basic shares outstanding	8,726	8,726
Denominator for diluted net (loss) income per common share	8,726	8,730
Basic
(Loss) income from continuing operations	$ (0.33)	$ 0.50
Income from discontinued operations		0.15
Net (loss) income	(0.33)	0.65
Diluted
(Loss) income from continuing operations	(0.33)	0.50
Income from discontinued operations		0.15
Net (loss) income	$ (0.33)	$ 0.65

BUSINESS SEGMENT AND GEOGRAPH_2

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 5,001	$ 3,017
Depreciation and Amortization	122	84
Operating Loss	(1,747)	(1,444)
Services [Member]
Segment Reporting Information [Line Items]
Revenues	1,869	1,771
Operating Segments [Member] | T&D Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	2,877	1,073
Depreciation and Amortization	34	34
Operating Loss	(777)	(232)
Operating Segments [Member] | T&D Solutions [Member] | Switchgear [Member]
Segment Reporting Information [Line Items]
Revenues	2,877	1,073
Operating Segments [Member] | Critical Power Solutions [Member]
Segment Reporting Information [Line Items]
Revenues	2,124	1,944
Depreciation and Amortization	79	36
Operating Loss	(200)	(402)
Operating Segments [Member] | Critical Power Solutions [Member] | Equipment [Member]
Segment Reporting Information [Line Items]
Revenues	255	173
Operating Segments [Member] | Critical Power Solutions [Member] | Services [Member]
Segment Reporting Information [Line Items]
Revenues	1,869	1,771
Unallocated Corporate Overhead Expenses [Member]
Segment Reporting Information [Line Items]
Depreciation and Amortization	9	14
Operating Loss	$ (770)	$ (810)

BUSINESS SEGMENT AND GEOGRAPH_3

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues	$ 5,001	$ 3,017
United States [Member]
Revenues	$ 5,001	$ 3,017

BUSINESS SEGMENT AND GEOGRAPH_4

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details Narrative)	3 Months Ended
	Mar. 31, 2020Segment
Segment Reporting [Abstract]
Number of reportable segments	2

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Operating lease cost	$ 169	$ 169
Finance lease cost
Amortization of right-of-use asset	64	67
Interest on lease liabilities	13	12
Total finance lease cost	$ 77	$ 79

LEASES (Details 1)

LEASES (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 171	$ 167
Operating cash flows from finance leases	13	12
Financing cash flows from finance leases	58	62
Right-of-use assets obtained in exchange for lease obligations, Operating leases	155	147
Right-of-use assets obtained in exchange for lease obligations, Finance leases	$ 62	$ 54
Weighted average remaining lease term, operating leases (in years)	2 years	3 years
Weighted average remaining lease term, finance leases (in years)	2 years	3 years
Weighted average discount rate, operating leases (in percent)	5.50%	5.50%
Weighted average discount rate, finance leases (in percent)	6.90%	6.70%

LEASES (Details 2)

LEASES (Details 2) $ in Thousands	Mar. 31, 2020USD ($)
Operating Leases
2020	$ 506
2021	401
2022	91
Total lease commitments	998
Less imputed interest	(48)
Total future minimum lease payments	950
Finance Leases
2020	212
2021	330
2022	140
2023	124
Total lease commitments	806
Less imputed interest	(80)
Total future minimum lease payments	$ 726

LEASES (Details 3)

LEASES (Details 3) $ in Thousands	Mar. 31, 2020USD ($)
Operating leases	$ 950
Finance leases	726
Accounts Payable and Accrued Liabilities [Member]
Operating leases	594
Finance leases	332
Other Long Term Liabilities [Member]
Operating leases	356
Finance leases	$ 394

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Remaining lease term (in years)	10 years
Assets recorded under finance leases	$ 1,300	$ 989
Accumulated amortization, finance leases	579	414
Assets recorded under operating leases	2,100	2,100
Accumulated amortization, operating leases	$ 1,200	$ 888
Minimum [Member]
Remaining lease term (in years)	1 year
Maximum [Member]
Remaining lease term (in years)	7 years

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2020	Apr. 13, 2020
Insurance proceeds received	$ 317
SBA Paycheck Protection Program [Member]
Loan face value		$ 1,400