Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35212 | |
Entity Registrant Name | PIONEER POWER SOLUTIONS, INC. | |
Entity Central Index Key | 0001449792 | |
Entity Tax Identification Number | 27-1347616 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 Kelby Street | |
Entity Address, Address Line Two | 12th Floor | |
Entity Address, City or Town | Fort Lee | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07024 | |
City Area Code | (212) | |
Local Phone Number | 867-0700 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PPSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,930,022 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 |
Cost of goods sold | 8,732 | 5,390 | 24,445 | 15,629 |
Gross profit | 3,711 | 861 | 8,635 | 1,847 |
Operating expenses | ||||
Selling, general and administrative | 2,758 | 2,305 | 8,004 | 6,636 |
Total operating expenses | 2,758 | 2,305 | 8,004 | 6,636 |
Income (loss) from operations | 953 | (1,444) | 631 | (4,789) |
Interest income | (60) | (116) | (192) | (322) |
Other (income) expense, net | (11) | (17) | (4) | 112 |
Income (loss) before income taxes | 1,024 | (1,311) | 827 | (4,579) |
Income tax expense | 7 | |||
Net income (loss) | $ 1,024 | $ (1,311) | $ 827 | $ (4,586) |
Income (loss) per share: | ||||
Basic | $ 0.10 | $ (0.13) | $ 0.08 | $ (0.47) |
Diluted | $ 0.10 | $ (0.13) | $ 0.08 | $ (0.47) |
Weighted average common shares outstanding: | ||||
Basic | 10,010,226 | 9,769,545 | 9,896,850 | 9,713,335 |
Diluted | 10,250,099 | 9,769,545 | 10,049,009 | 9,713,335 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 7,581 | $ 10,296 |
Accounts receivable, net | 8,936 | 11,139 |
Inventories | 8,280 | 8,748 |
Prepaid expenses and other current assets | 5,518 | 2,853 |
Total current assets | 30,315 | 33,036 |
Property and equipment, net | 3,775 | 1,800 |
Operating lease right-of-use assets | 936 | 1,450 |
Financing lease right-of-use assets | 458 | 727 |
Deferred financing costs | 195 | |
Other assets | 82 | 162 |
Total assets | 35,761 | 37,175 |
Current liabilities | ||
Accounts payable and accrued liabilities | 9,772 | 7,239 |
Current portion of operating lease liabilities | 704 | 703 |
Current portion of financing lease liabilities | 157 | 355 |
Deferred revenue | 5,980 | 10,665 |
Total current liabilities | 16,613 | 18,962 |
Operating lease liabilities, non-current portion | 276 | 797 |
Financing lease liabilities, non-current portion | 320 | 418 |
Other long-term liabilities | 53 | 65 |
Total liabilities | 17,262 | 20,242 |
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; 9,930,022 and 9,644,545 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively | 10 | 10 |
Additional paid-in capital | 33,612 | 32,859 |
Accumulated other comprehensive income | 14 | |
Accumulated deficit | (15,123) | (15,950) |
Total stockholders’ equity | 18,499 | 16,933 |
Total liabilities and stockholders’ equity | $ 35,761 | $ 37,175 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 9,930,022 | 9,644,545 |
Common stock, shares outstanding | 9,930,022 | 9,644,545 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income (loss) | $ 827 | $ (4,586) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 370 | 113 |
Amortization of right-of-use financing leases | 269 | 177 |
Amortization of imputed interest | (321) | |
Amortization of right-of-use operating leases | 514 | 495 |
Change in receivable reserves | 80 | (140) |
Stock-based compensation | 1,246 | 859 |
Other | (15) | |
Changes in current operating assets and liabilities: | ||
Accounts receivable | 1,805 | (1,253) |
Inventories | 468 | (4,319) |
Prepaid expenses and other assets | (2,990) | 167 |
Income taxes | (4) | 24 |
Accounts payable and accrued liabilities | 2,407 | 1,141 |
Deferred revenue | (4,685) | 4,198 |
Operating lease liabilities | (520) | (491) |
Net cash used in operating activities | (228) | (3,936) |
Investing activities | ||
Purchases of property and equipment | (2,345) | (391) |
Net cash used in investing activities | (2,345) | (391) |
Financing activities | ||
Net proceeds from the exercise of options for common stock | 50 | 17 |
Net proceeds from issuance of common stock | 177 | |
Payment of deferred financing costs | (73) | |
Principal repayments of financing leases | (296) | (179) |
Net cash used in financing activities | (142) | (162) |
Decrease in cash | (2,715) | (4,489) |
Cash, beginning of period | 10,296 | 11,699 |
Cash, end of period | 7,581 | 7,210 |
Non-cash investing and financing activities: | ||
Acquisition of right-of-use assets and lease liabilities | 551 | |
Deferred financing costs included in accounts payable and accrued liabilities | 122 | |
Surrender and retirement of common stock | $ 720 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 10 | $ 31,840 | $ 14 | $ (12,312) | $ 19,552 |
Balance, shares at Dec. 31, 2021 | 9,640,545 | ||||
Net income (loss) | (4,586) | (4,586) | |||
Stock-based compensation | 859 | 859 | |||
Exercise of stock options | 17 | 17 | |||
Exercise of stock options, shares | 4,000 | ||||
Balance at Sep. 30, 2022 | $ 10 | 32,716 | 14 | (16,898) | 15,842 |
Balance, shares at Sep. 30, 2022 | 9,644,545 | ||||
Balance at Jun. 30, 2022 | $ 10 | 32,573 | 14 | (15,587) | 17,010 |
Balance, shares at Jun. 30, 2022 | 9,644,545 | ||||
Net income (loss) | (1,311) | (1,311) | |||
Stock-based compensation | 143 | 143 | |||
Balance at Sep. 30, 2022 | $ 10 | 32,716 | 14 | (16,898) | 15,842 |
Balance, shares at Sep. 30, 2022 | 9,644,545 | ||||
Balance at Dec. 31, 2022 | $ 10 | 32,859 | 14 | (15,950) | 16,933 |
Balance, shares at Dec. 31, 2022 | 9,644,545 | ||||
Net income (loss) | 827 | 827 | |||
Stock-based compensation | 1,246 | 1,246 | |||
Stock-based compensation, shares | 360,000 | ||||
Exercise of stock options | 50 | $ 50 | |||
Exercise of stock options, shares | 15,000 | 15,000 | |||
Issuance of common stock, net of transaction costs | 177 | $ 177 | |||
Issuance of common stock, net of transaction costs, shares | 27,559 | ||||
Surrender and retirement of common stock | (720) | (720) | |||
Surrender and retirement of common stock, shares | (117,082) | ||||
Other | (14) | (14) | |||
Balance at Sep. 30, 2023 | $ 10 | 33,612 | (15,123) | 18,499 | |
Balance, shares at Sep. 30, 2023 | 9,930,022 | ||||
Balance at Jun. 30, 2023 | $ 10 | 33,821 | (16,147) | 17,684 | |
Balance, shares at Jun. 30, 2023 | 9,994,545 | ||||
Net income (loss) | 1,024 | 1,024 | |||
Stock-based compensation | 285 | 285 | |||
Stock-based compensation, shares | 10,000 | ||||
Exercise of stock options | 50 | 50 | |||
Exercise of stock options, shares | 15,000 | ||||
Issuance of common stock, net of transaction costs | 177 | 177 | |||
Issuance of common stock, net of transaction costs, shares | 27,559 | ||||
Surrender and retirement of common stock | (720) | (720) | |||
Surrender and retirement of common stock, shares | (117,082) | ||||
Balance at Sep. 30, 2023 | $ 10 | $ 33,612 | $ (15,123) | $ 18,499 | |
Balance, shares at Sep. 30, 2023 | 9,930,022 |
BUSINESS ORGANIZATION, NATURE O
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES | 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES Pioneer Power Solutions, Inc. and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “we,” “our” and “us”) design, manufacture, integrate, refurbish, service, distribute and sell electric power systems, distributed energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions. 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, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. The Company is headquartered in Fort Lee, New Jersey and operates from three ( 3 We have two Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to the rules of the SEC and reflect the accounts of the Company as of September 30, 2023. 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 this filing 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 interim consolidated financial statements are stated in thousands of dollars, unless otherwise noted. ASC 740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions are met. We have used a discrete-period computation method to calculate taxes for the fiscal three and nine-month period ended September 30, 2023. The Company anticipates that its annual effective tax rate will be 0 100 These unaudited interim 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 interim consolidated financial statements should be read in conjunction with the risk factors under the heading “Part II - Item 1A. Risk Factors” and the risk factors and the audited consolidated financial statements and notes thereto of the Company and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 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 September 30, 2023, the Company had $ 7,581 13,702 7,500 916,059 9,183 27,559 184 We have historically met our cash needs through a combination of cash flows from operating activities and bank borrowings, the completion of the Equity Transaction, proceeds from the sale of the CleanSpark common stock and warrants to purchase CleanSpark common stock, sale of common stock under the ATM Program and collecting all unpaid principal and interest from the Seller Notes. Historically, our cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions. We expect to meet our cash needs with our working capital and cash flows from our operating activities. We expect our cash requirements to be generally for operating activities, product development and capital improvements. The Company expects that its current cash balance is sufficient to fund operations for the next twelve months. On December 13, 2021, we filed a prospectus supplement to a prospectus which forms a part of our registration statement on Form S-3 (File No. 333-249569) (the “Prior Shelf Registration Statement”), that was declared effective by the SEC on October 27, 2020 (the “Prior ATM Prospectus”), in connection with the offer and sale of up to an aggregate offering amount of $ 8,600 27,559 184 150,000 75,000 75,000 Risks and Uncertainties The World Health Organization determined that COVID-19 no longer fit the definition of a public health emergency and the U.S. government announced that the declaration of a public health emergency associated with COVID-19 expired on May 11, 2023. However, COVID-19 has remained and is expected to continue to remain as a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy. The continuing impacts of the COVID-19 endemic, as well as rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time. As a result of the current uncertainty in economic activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the continuing impacts of the COVID-19 endemic and the extent of geopolitical disruption and their respective impacts on the Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business. During the nine months ended September 30, 2023, the Company was able to operate substantially at capacity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to the significant accounting policies included 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, 2022, except as disclosed in this note. 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. Accounting Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 EITF Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a significant impact on our financial statements. Accounts Receivable On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified retrospective approach. The standard amends several aspects of the measurement of credit losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models with the current expected credit losses model. The cumulative effect of adoption did not result in an adjustment to the allowance for credit loss, and accordingly, the Company’s accumulated deficit as of January 1, 2023. The Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses. The Company’s allowance for expected credit losses on accounts receivable reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect the collectability of the reported amount. There were no allowances for expected credit losses as of September 30, 2023 and December 31, 2022. Deferred Financing Costs Certain legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing costs and included as a non-current asset on the balance sheet until such financings are consummated. After consummation of the equity financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds. Should the equity financing no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated statements of operations. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 3. REVENUES Nature of our products and services Our principal products and services include electric power systems, distributed energy resources, power generation equipment and mobile EV charging solutions. Products Our T&D Solutions business provides electric power systems and distributed energy resources that help customers effectively and efficiently protect, control, transfer, monitor and manage their electric energy requirements. Our Critical Power business provides customers with our suite of mobile e-Boost electric vehicle charging solutions and power generation equipment. 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. During the three months ended September 30, 2023, the Company recognized $ 8,919 6,408 2,410 2,100 1,461 1,788 Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $ 2,063 2,053 During the nine months ended September 30, 2023, the Company recognized $ 18,963 of revenue over time and incurred costs of $ 13,195 . During the nine months ended September 30, 2022, the Company recognized $ 3,309 of revenue over time and incurred costs of $ 2,881 . Additionally, the Company recognized $ 8,103 and $ 8,723 of revenue at a point in time from the sale of our products during the nine months ended September 30, 2023 and 2022, respectively. Service revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized as services are delivered. The Company recognized $ 6,014 5,444 During the three months ended September 30, 2023, the Company recognized approximately $ 2,569 81 During the nine months ended September 30, 2023, the Company recognized approximately $ 8,336 2,137 The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. As of September 30, 2023, three customers represented approximately 36 16 14 57 13 11 For the three months ended September 30, 2023, two customers represented approximately 54 17 54 For the nine months ended September 30, 2023, two customers represented approximately 42 22 31 12 Return of a product requires that the buyer obtain permission in writing from the Company. When the buyer requests authorization to return material for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the Company. The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship and material. Returns and warranties during the three and nine months ended September 30, 2023 and 2022 were insignificant. The following table presents our revenues disaggregated by revenue discipline: SCHEDULE OF REVENUE DISAGGREGATED 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Products $ 10,380 $ 4,198 $ 27,066 $ 12,032 Services 2,063 2,053 6,014 5,444 Total revenue $ 12,443 $ 6,251 $ 33,080 $ 17,476 See “Note 9 - Business Segment and Geographic Information”. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES The components of inventories are summarized below: SCHEDULE OF INVENTORIES September 30, December 31, 2023 2022 Raw materials $ 6,808 $ 2,962 Work in process 1,472 5,786 Total inventories $ 8,280 $ 8,748 Inventories are stated at the lower of cost or a net realizable value determined on a weighted average method. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Machinery, vehicles and equipment $ 3,209 $ 2,308 Furniture and fixtures 208 208 Computer hardware and software 638 591 Leasehold improvements 368 368 Construction in progress 1,896 499 Property and equipment, gross 6,319 3,974 Less: accumulated depreciation (2,544 ) (2,174 ) Total property and equipment, net $ 3,775 $ 1,800 Depreciation expense was $ 143 40 Depreciation expense was $ 370 113 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities are summarized below: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2023 2022 Accounts payable $ 4,961 $ 5,615 Accrued liabilities 4,811 1,624 Total accounts payable and accrued liabilities $ 9,772 $ 7,239 Accrued liabilities primarily consist of accrued legal settlement costs, accrued sales commissions, accrued compensation and benefits, accrued sales and use taxes and accrued insurance. As of September 30, 2023 and December 31, 2022, accrued legal settlement costs were $ 3,500 0 366 278 312 213 30 258 no 559 As of September 30, 2023 and December 31, 2022, none of the Company’s suppliers represented more than 10 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION Stock-Based Compensation A summary of stock option activity during the nine months ended September 30, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Stock Options Weighted average Weighted Aggregate Outstanding as of January 1, 2023 670,667 $ 5.45 Granted 97,500 5.80 Exercised (15,000 ) 3.31 Forfeited (35,000 ) 5.60 Outstanding as of September 30, 2023 718,167 $ 5.53 5.70 $ 1,056 Exercisable as of September 30, 2023 623,167 $ 5.50 5.10 $ 983 A summary of RSU activity during the nine months ended September 30, 2023 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Weighted-average grant-date fair value per Weighted-average grant-date Number of units share fair value Unvested restricted stock units as of January 1, 2023 250,000 $ 4.35 $ 1,087 Units granted 100,000 5.75 575 Units vested (225,000 ) 4.97 ( 1,119 ) Units forfeited - - - Unvested restricted stock units as of September 30, 2023 125,000 $ 4.35 $ 543 During the three and nine months ended September 30, 2023, the Company issued 10,000 64,900 During the nine months ended September 30, 2023, the Company issued 100,000 100,0000 575 During the nine months ended September 30, 2023, the Company issued 250,000 125,000 125,000 During the three and nine months ended September 30, 2023, the CEO and CFO each individually agreed to surrender shares of common stock to the Company, totaling an aggregate of 117,082 720 Stock-based compensation expense recorded for the three and nine months ended September 30, 2023 was approximately $ 285 1,246 143 859 638 1.1 |
BASIC AND DILUTED INCOME (LOSS)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | 8. 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 vested shares outstanding during the period. The Company’s employee and director equity awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 1,024 $ (1,311 ) $ 827 $ (4,586 ) Denominator: Weighted average basic shares outstanding 10,010,226 9,769,545 9,896,850 9,713,335 Effect of dilutive securities - equity based compensation plans 239,873 - 152,159 - Weighted average diluted shares outstanding 10,250,099 9,769,545 10,049,009 9,713,335 Net income (loss) per common share: Basic $ 0.10 $ (0.13 ) $ 0.08 $ (0.47 ) Diluted $ 0.10 $ (0.13 ) $ 0.08 $ (0.47 ) As of September 30, 2023 and 2022, diluted income (loss) per share excludes potentially dilutive common shares related to 718,167 670,667 125,000 250,000 |
BUSINESS SEGMENT AND GEOGRAPHIC
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION | 9. 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 Corp. business unit. The T&D Solutions segment is involved in the design, manufacture and sale of circuit protection and controls equipment used primarily by large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations during times of emergency. The following tables present information about segment income and loss: SCHEDULE OF SEGMENT INCOME AND LOSS 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues T&D Solutions Power Systems $ 9,575 $ 3,773 $ 24,559 $ 10,029 Service 75 - 75 10 Total revenue 9,650 3,773 24,634 10,039 Critical Power Solutions Equipment 805 425 2,507 2,003 Service 1,988 2,053 5,939 5,434 Total revenue 2,793 2,478 8,446 7,437 Consolidated $ 12,443 $ 6,251 $ 33,080 $ 17,476 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Depreciation and amortization T&D Solutions $ 18 $ 14 $ 51 $ 35 Critical Power Solutions 187 73 581 234 Unallocated corporate overhead expenses 2 7 7 21 Consolidated $ 207 $ 94 $ 639 $ 290 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating income (loss) T&D Solutions $ 2,678 $ 171 $ 5,728 $ (183 ) Critical Power Solutions (621 ) (765 ) (1,563 ) (1,676 ) Unallocated corporate overhead expenses (1,104 ) (850 ) (3,534 ) (2,930 ) Consolidated $ 953 $ (1,444 ) $ 631 $ (4,789 ) Revenues are attributable to countries based on the location of the Company’s customers: SCHEDULE OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues United States $ 12,443 $ 6,251 $ 33,080 $ 17,476 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Litigation and Claims From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. On June 15, 2023, two individuals (the “Plaintiffs”) filed a complaint in the U.S. District Court, District of Nebraska naming the Company, its wholly-owned subsidiary, Titan Energy Systems, Inc., and an individual acting in his capacity as an employee of the Company, collectively as defendants. Plaintiffs filed an amended complaint on July 7, 2023 alleging negligent driving, negligent entrustment, and negligent hiring, training and supervision, as a result of a car accident that occurred on September 9, 2019 involving the Plaintiffs and the individual. According to the amended complaint, the Plaintiffs are seeking special damages related to the injuries sustained by Plaintiffs. On July 27, 2023, the defendants filed an Answer to Plaintiff’s Amended Complaint. On October 6, 2023, a mediation was held, but the parties did not reach a settlement. The parties are in the beginning stages of the discovery process and are working to schedule a settlement conference before the end of 2023. As of September 30, 2023, the Company recognized a liability of $ 3,500 3,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. Accounting Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 EITF Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a significant impact on our financial statements. |
Accounts Receivable | Accounts Receivable On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” using a modified retrospective approach. The standard amends several aspects of the measurement of credit losses related to certain financial instruments, including the replacement of the existing incurred credit loss model and other models with the current expected credit losses model. The cumulative effect of adoption did not result in an adjustment to the allowance for credit loss, and accordingly, the Company’s accumulated deficit as of January 1, 2023. The Company accounts for trade receivables at original invoice amount less an estimate made for expected credit losses. The Company’s allowance for expected credit losses on accounts receivable reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect the collectability of the reported amount. There were no allowances for expected credit losses as of September 30, 2023 and December 31, 2022. |
Deferred Financing Costs | Deferred Financing Costs Certain legal, accounting and other third-party fees that are directly associated with equity financings are capitalized as deferred financing costs and included as a non-current asset on the balance sheet until such financings are consummated. After consummation of the equity financing, these costs will be recorded in the stockholders’ equity section of the consolidated balance sheets as a reduction of additional paid-in capital generated as a result of the offering, to the extent there are sufficient proceeds. Should the equity financing no longer be considered probable of being consummated, all deferred financing costs would be charged to operating expenses in the consolidated statements of operations. |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE DISAGGREGATED | The following table presents our revenues disaggregated by revenue discipline: SCHEDULE OF REVENUE DISAGGREGATED 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Products $ 10,380 $ 4,198 $ 27,066 $ 12,032 Services 2,063 2,053 6,014 5,444 Total revenue $ 12,443 $ 6,251 $ 33,080 $ 17,476 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | The components of inventories are summarized below: SCHEDULE OF INVENTORIES September 30, December 31, 2023 2022 Raw materials $ 6,808 $ 2,962 Work in process 1,472 5,786 Total inventories $ 8,280 $ 8,748 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, 2023 2022 Machinery, vehicles and equipment $ 3,209 $ 2,308 Furniture and fixtures 208 208 Computer hardware and software 638 591 Leasehold improvements 368 368 Construction in progress 1,896 499 Property and equipment, gross 6,319 3,974 Less: accumulated depreciation (2,544 ) (2,174 ) Total property and equipment, net $ 3,775 $ 1,800 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | The components of accounts payable and accrued liabilities are summarized below: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, December 31, 2023 2022 Accounts payable $ 4,961 $ 5,615 Accrued liabilities 4,811 1,624 Total accounts payable and accrued liabilities $ 9,772 $ 7,239 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of stock option activity during the nine months ended September 30, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Stock Options Weighted average Weighted Aggregate Outstanding as of January 1, 2023 670,667 $ 5.45 Granted 97,500 5.80 Exercised (15,000 ) 3.31 Forfeited (35,000 ) 5.60 Outstanding as of September 30, 2023 718,167 $ 5.53 5.70 $ 1,056 Exercisable as of September 30, 2023 623,167 $ 5.50 5.10 $ 983 |
SUMMARY OF RESTRICTED STOCK ACTIVITY | A summary of RSU activity during the nine months ended September 30, 2023 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Weighted-average grant-date fair value per Weighted-average grant-date Number of units share fair value Unvested restricted stock units as of January 1, 2023 250,000 $ 4.35 $ 1,087 Units granted 100,000 5.75 575 Units vested (225,000 ) 4.97 ( 1,119 ) Units forfeited - - - Unvested restricted stock units as of September 30, 2023 125,000 $ 4.35 $ 543 |
BASIC AND DILUTED INCOME (LOS_2
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 1,024 $ (1,311 ) $ 827 $ (4,586 ) Denominator: Weighted average basic shares outstanding 10,010,226 9,769,545 9,896,850 9,713,335 Effect of dilutive securities - equity based compensation plans 239,873 - 152,159 - Weighted average diluted shares outstanding 10,250,099 9,769,545 10,049,009 9,713,335 Net income (loss) per common share: Basic $ 0.10 $ (0.13 ) $ 0.08 $ (0.47 ) Diluted $ 0.10 $ (0.13 ) $ 0.08 $ (0.47 ) |
BUSINESS SEGMENT AND GEOGRAPH_2
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT INCOME AND LOSS | The following tables present information about segment income and loss: SCHEDULE OF SEGMENT INCOME AND LOSS 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues T&D Solutions Power Systems $ 9,575 $ 3,773 $ 24,559 $ 10,029 Service 75 - 75 10 Total revenue 9,650 3,773 24,634 10,039 Critical Power Solutions Equipment 805 425 2,507 2,003 Service 1,988 2,053 5,939 5,434 Total revenue 2,793 2,478 8,446 7,437 Consolidated $ 12,443 $ 6,251 $ 33,080 $ 17,476 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Depreciation and amortization T&D Solutions $ 18 $ 14 $ 51 $ 35 Critical Power Solutions 187 73 581 234 Unallocated corporate overhead expenses 2 7 7 21 Consolidated $ 207 $ 94 $ 639 $ 290 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating income (loss) T&D Solutions $ 2,678 $ 171 $ 5,728 $ (183 ) Critical Power Solutions (621 ) (765 ) (1,563 ) (1,676 ) Unallocated corporate overhead expenses (1,104 ) (850 ) (3,534 ) (2,930 ) Consolidated $ 953 $ (1,444 ) $ 631 $ (4,789 ) |
SCHEDULE OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION | Revenues are attributable to countries based on the location of the Company’s customers: SCHEDULE OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues United States $ 12,443 $ 6,251 $ 33,080 $ 17,476 |
BUSINESS ORGANIZATION, NATURE_2
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 35 Months Ended | ||||
Dec. 31, 2023 | Aug. 30, 2023 USD ($) | Dec. 13, 2021 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) Location shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 Segments | Sep. 30, 2023 USD ($) shares | |
Property, Plant and Equipment [Line Items] | ||||||||
Number of additional locations | Location | 3 | |||||||
Number of reportable segments | Segments | 2 | |||||||
Deferred tax assets valuation allowance percentage | 100% | 100% | 100% | |||||
Cash | $ 7,581 | $ 7,581 | $ 7,581 | |||||
Working capital | 13,702 | 13,702 | 13,702 | |||||
Principal amount | 7,500 | 7,500 | $ 7,500 | |||||
Proceeds from issuance of common stock | 177 | |||||||
Number of shares issued | $ 177 | 177 | ||||||
New Sales Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 75,000 | |||||||
Issuance and sale | $ 150,000 | |||||||
New Sales Agreement [Member] | Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of shares issued | $ 75,000 | $ 8,600 | ||||||
Common Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of sale of stock | shares | 916,059 | |||||||
Proceeds from sale of stock | $ 9,183 | |||||||
Issue of common stock | shares | 27,559 | 27,559 | ||||||
Proceeds from issuance of common stock | $ 184 | $ 184 | ||||||
Number of shares issued | ||||||||
Forecast [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Effective tax rate | 0% |
SCHEDULE OF REVENUE DISAGGREGAT
SCHEDULE OF REVENUE DISAGGREGATED (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,380 | 4,198 | 27,066 | 12,032 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,063 | $ 2,053 | $ 6,014 | $ 5,444 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 | |
Incurred costs | 6,408 | 2,100 | 13,195 | 2,881 | |
Deferred revenue | $ 2,569 | $ 81 | $ 8,336 | $ 2,137 | |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 36% | 57% | |||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 54% | 54% | 42% | 31% | |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 16% | 13% | |||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 17% | 22% | 12% | ||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 14% | 11% | |||
Sales [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,461 | $ 1,788 | $ 8,103 | $ 8,723 | |
Over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 8,919 | 2,410 | 18,963 | 3,309 | |
Service [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 2,063 | $ 2,053 | $ 6,014 | $ 5,444 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,808 | $ 2,962 |
Work in process | 1,472 | 5,786 |
Total inventories | $ 8,280 | $ 8,748 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,319 | $ 3,974 |
Less: accumulated depreciation | (2,544) | (2,174) |
Total property and equipment, net | 3,775 | 1,800 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,209 | 2,308 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 208 | 208 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 638 | 591 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 368 | 368 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,896 | $ 499 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 143 | $ 40 | $ 370 | $ 113 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 4,961 | $ 5,615 |
Accrued liabilities | 4,811 | 1,624 |
Total accounts payable and accrued liabilities | $ 9,772 | $ 7,239 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Accrued legal settlement costs | $ 3,500,000 | $ 0 |
Accrued sales commissions | 366,000 | 278,000 |
Accrued compensation and benefits | 312,000 | 213,000 |
Accrued sales and use taxes | 30,000 | 258,000 |
Accrued insurance | $ 0 | $ 559,000 |
Supplier [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Accounts payable, percentage | 10% | 10% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, beginning | shares | 670,667 |
Weighted average exercise price Outstanding, beginning | $ / shares | $ 5.45 |
Stock Options, Granted | shares | 97,500 |
Weighted average exercise price, Granted | $ / shares | $ 5.80 |
Stock Options, Exercised | shares | (15,000) |
Weighted average exercise price, Exercised | $ / shares | $ 3.31 |
Stock Options, Forfeited | shares | (35,000) |
Weighted average exercise price, Forfeited | $ / shares | $ 5.60 |
Stock Options, Outstanding, ending | shares | 718,167 |
Weighted average exercise price Outstanding, ending | $ / shares | $ 5.53 |
Weighted average remaining contractual term, Outstanding | 5 years 8 months 12 days |
Aggregate intrinsic value, Outstanding | $ | $ 1,056 |
Number of options exercisable, ending | shares | 623,167 |
Weighted average exercise price, Exercisable, ending | $ / shares | $ 5.50 |
Weighted average remaining contractual term, Exercisable | 5 years 1 month 6 days |
Aggregate intrinsic value, Exercisable | $ | $ 983 |
SUMMARY OF RESTRICTED STOCK ACT
SUMMARY OF RESTRICTED STOCK ACTIVITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of units, Non-vested shares, beginning | shares | 250,000 |
Weighted average grant date fair value per share, beginning | $ / shares | $ 4.35 |
Weighted average grant date fair value, beginning | $ | $ 1,087 |
Number of units, granted | shares | 100,000 |
Weighted average grant date fair value per share, granted | $ / shares | $ 5.75 |
Weighted average grant date fair value, granted | $ | $ 575 |
Number of units. vested | shares | (225,000) |
Weighted average grant date fair value per share, vested | $ / shares | $ 4.97 |
Weighted average grant date fair value, vested | $ | $ 1,119 |
Number of units, forfeited | shares | |
Weighted average grant date fair value per share, forfeited | $ / shares | |
Weighted average grant date fair value, forfeited | $ | |
Number of units, Non-vested shares, ending | shares | 125,000 |
Weighted average grant date fair value per share, ending | $ / shares | $ 4.35 |
Weighted average grant date fair value, ending | $ | $ 543 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 11, 2023 | May 01, 2023 | May 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of common stock, shares | 10,000 | 10,000 | |||||
Issuance of common stock, value | $ 64,900 | $ 64,900 | |||||
Vesting shares | 225,000 | ||||||
Granted shares | $ 575 | ||||||
Stock-based compensation | 285 | $ 143 | 1,246 | $ 859 | |||
Stock-based compensation expense | $ 638 | $ 638 | |||||
Weighted average remaining period | 1 year 1 month 6 days | ||||||
Chief Executive Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of common stock, shares | 100,000 | ||||||
Granted shares | $ 575 | ||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting shares | 100 | ||||||
Chief Financial Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of common stock, shares | 250,000 | ||||||
Chief Financial Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting shares | 125,000 | 125,000 | |||||
CEO and CFO [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Surrender of shares | 117,082 | 117,082 | |||||
Surrender of shares, value | $ 720 | $ 720 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 1,024 | $ (1,311) | $ 827 | $ (4,586) |
Weighted average basic shares outstanding | 10,010,226 | 9,769,545 | 9,896,850 | 9,713,335 |
Effect of dilutive securities - equity based compensation plans | 239,873 | 152,159 | ||
Weighted average diluted shares outstanding | 10,250,099 | 9,769,545 | 10,049,009 | 9,713,335 |
Basic | $ 0.10 | $ (0.13) | $ 0.08 | $ (0.47) |
Diluted | $ 0.10 | $ (0.13) | $ 0.08 | $ (0.47) |
BASIC AND DILUTED INCOME (LOS_3
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common shares | 718,167 | 670,667 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common shares | 125,000 | 250,000 |
SCHEDULE OF SEGMENT INCOME AND
SCHEDULE OF SEGMENT INCOME AND LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 |
Depreciation and amortization | 207 | 94 | 639 | 290 |
Operating income (loss) | 953 | (1,444) | 631 | (4,789) |
Operating Segments [Member] | T&D Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,650 | 3,773 | 24,634 | 10,039 |
Depreciation and amortization | 18 | 14 | 51 | 35 |
Operating income (loss) | 2,678 | 171 | 5,728 | (183) |
Operating Segments [Member] | T&D Solutions [Member] | Power Systems [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,575 | 3,773 | 24,559 | 10,029 |
Operating Segments [Member] | T&D Solutions [Member] | Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 75 | 75 | 10 | |
Operating Segments [Member] | Critical Power Solutions Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,793 | 2,478 | 8,446 | 7,437 |
Depreciation and amortization | 187 | 73 | 581 | 234 |
Operating income (loss) | (621) | (765) | (1,563) | (1,676) |
Operating Segments [Member] | Critical Power Solutions Segment [Member] | Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,988 | 2,053 | 5,939 | 5,434 |
Operating Segments [Member] | Critical Power Solutions Segment [Member] | Equipment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 805 | 425 | 2,507 | 2,003 |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 2 | 7 | 7 | 21 |
Operating income (loss) | $ (1,104) | $ (850) | $ (3,534) | $ (2,930) |
SCHEDULE OF REVENUES ARE ATTRIB
SCHEDULE OF REVENUES ARE ATTRIBUTABLE TO COUNTRIES BASED ON THE LOCATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 12,443 | $ 6,251 | $ 33,080 | $ 17,476 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Recognized liability | $ 3,500 | $ 0 |
Accounts Payable and Accrued Liabilities [Member] | ||
Loss Contingencies [Line Items] | ||
Recognized liability | 3,500 | |
Loss recovery on insurance receivable | $ 3,500 |