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DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

8. DISCONTINUED OPERATIONS

Sale of Electrical Infrastructure Segment

On October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”), by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to:

(i)

contribute 4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover Interests”) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company; and

(ii)

sell all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”).

The Equity Transaction included total consideration of (i) $48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company. As of December 31, 2024, the Company recorded a consideration due to the Buyer of $3,347 related to a net working capital adjustment. On April 16, 2025, the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $1,147 reduction in the consideration due to the Buyer, which is included as a component of discontinued operations during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company paid the remaining $2,200 consideration to the Buyer.

The Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

Discontinued Operation Financial Information

The following table summarizes the results from discontinued operations, net of tax, included in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025, and 2024:

		2025				2024				2025				2024
		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Revenues		$	-			$	4,495			$	-			$	12,715
Cost of goods sold			-				3,951				-				10,966
Gross profit			-				544				-				1,749
Operating expenses
Selling, general and administrative			-				926				-				2,077
Total operating expenses			-				926				-				2,077
Operating loss from discontinued operations			-				(382	)			-				(328	)
Interest (income) expense			-				(1	)			-				2
Loss (gain) on sale of business, net of taxes			580				-				(467	)			-
Other expense			-				2				-				1
Net (loss) income from discontinued operations		$	(580	)		$	(383	)		$	467			$	(331	)