Executive Summary

Q3 2022 marked IMHC’s first consolidated quarter post the TurnOnGreen acquisition, with revenue of $1.83M, up 67% YoY, and gross profit of $0.90M; net loss narrowed slightly to $0.49M and GAAP EPS was $(0.01) .
Product mix improved as a low-margin major customer was replaced by a higher-margin customer, driving gross profit up 211% YoY; operating expenses rose on marketing, rent, legal/audit and integration costs .
Management emphasized access to public capital markets following the business combination and cited a ~$5.4M annualized revenue run-rate entering Q4, while targeting a future NASDAQ uplisting subject to listing criteria .
There was no formal guidance; themes in MD&A included inflationary pressures, planned price increases, and leveraging rebates to mitigate costs—key inputs for margin trajectory into 2023 .

What Went Well and What Went Wrong

What Went Well

YoY growth: Revenue increased 67% YoY to $1.83M; gross profit rose 211% YoY to $0.90M, reflecting improved customer mix and higher-margin defense sales .
Strategic milestone: “We are pleased about having completed the business combination… which… will provide TurnOnGreen with access to capital via the public markets… [and] build a robust EV charging infrastructure” (Amos Kohn, CEO) .
Pipeline momentum: Management highlighted “extraordinary rate of growth” expected over coming years and continued sales pipeline expansion across EV supply equipment and power electronics .

What Went Wrong

Operating cost intensity: Total OpEx rose 76% YoY (marketing +$366k, rent +$211k, legal/audit +$69k, IMHC OpEx +$25k), keeping the company in operating loss despite strong gross profit gains .
Balance sheet constraints and going concern: Cash was ~$0.07M with substantial doubt about continuing as a going concern; plan depends on equity/notes financing until operations fund working capital .
Control weaknesses: Management reported material weaknesses in internal controls (insufficient accounting resources, IT access/change management, complex instruments accounting) pending remediation .

Financial Results

Quarterly Comparison (reported)

Metric	Q3 2021	Q2 2022	Q3 2022
Revenues ($USD)	$1,095,000	$0	$1,827,000
Cost of Revenue ($USD)	$807,000	$0	$931,000
Gross Profit ($USD)	$288,000	$0	$896,000
Operating Loss ($USD)	$(496,000)	$(7,677)	$(483,000)
Net Loss ($USD)	$(496,000)	$(11,340)	$(486,000)
GAAP EPS (Basic/Diluted, $)	N/A	$0.00	$(0.01)
Weighted Avg Shares (Basic/Diluted)	N/A	161,704,695	43,941,493

Note: Q2 2022 reflects pre-acquisition IMHC shell results and is not directly comparable to consolidated TOGI/IMHC in Q3 2022 .

Revenue Disaggregation and Geography

Metric	Q3 2021	Q3 2022
Power Supply Units Revenue ($USD)	$1,095,000	$1,645,000
EV Chargers Revenue ($USD)	$0	$182,000
North America Revenue ($USD)	$967,000	$1,593,000
Europe Revenue ($USD)	$1,000	$32,000
Other Regions Revenue ($USD)	$127,000	$202,000
Total Revenue ($USD)	$1,095,000	$1,827,000

Operating Expenses Detail (Q3)

Metric	Q3 2021	Q3 2022
Research & Development ($USD)	$72,000	$71,000
General & Administration ($USD)	$530,000	$756,000
Selling & Marketing ($USD)	$176,000	$542,000
Depreciation ($USD)	$6,000	$10,000
Total Operating Expenses ($USD)	$784,000	$1,379,000

Nine-Month Year-to-Date (YTD) Comparison

Metric	9M 2021	9M 2022
Revenues ($USD)	$4,308,000	$4,018,000
Cost of Revenue ($USD)	$2,644,000	$2,269,000
Gross Profit ($USD)	$1,664,000	$1,749,000
Operating Expenses ($USD)	$2,424,000	$4,169,000
Operating Loss ($USD)	$(760,000)	$(2,420,000)
Net Loss ($USD)	$(760,000)	$(2,423,000)

Balance Sheet Highlights

Metric	Dec 31, 2021	Sep 30, 2022
Cash and Equivalents ($USD)	$112,000	$65,000
Accounts Receivable, Net ($USD)	$627,000	$1,089,000
Inventories ($USD)	$1,246,000	$2,784,000
Total Assets ($USD)	$4,430,000	$7,018,000
Total Liabilities ($USD)	$1,440,000	$3,620,000
Series A Preferred (Redeemable at Stated Value) ($USD)	$25,000,000	$25,000,000
Stockholders’ Deficit ($USD)	$(22,010,000)	$(21,602,000)

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue Run-Rate ($USD)	Entering Q4 2022	N/A	~$5.4M annualized (based on 9M’22 revenue)	New commentary
NASDAQ Uplisting Plan	N/A	N/A	Pursue uplisting; subject to criteria/seasoning rules	New commentary
Formal Revenue/Margin/OpEx/Tax/Segment Guidance	Q4 2022 onward	None	None provided	Maintained (no formal guidance)

Note: Management commentary on run-rate is not formal guidance and is based on extrapolation of reported 9M’22 revenue .

Earnings Call Themes & Trends

No Q3 2022 earnings call transcript was available. Themes are derived from MD&A and the press release.

Topic	Previous Mentions (Q1/Q2 2022)	Current Period (Q3 2022)	Trend
Business combination and access to capital	SPA with TurnOnGreen; plan to merge, dissolve dormant subs; pursue uplisting	Combination completed; pipeline growth; uplisting objective reiterated	Progressing (transaction closed)
Inflation and cost mitigation	N/A explicit in Q1/Q2	Inflation expected to be significant; price increases; leverage rebates; remote work to offset fuel/travel	Rising costs; active mitigation
Customer mix and margin	IMHC shell (no ops)	Shift from low-margin to high-margin customer; defense demand drove profit	Mix improving
EV charging commercialization	TOGT began commercial sales mid-2021 (context)	EV chargers revenue of $182k in Q3; safety certifications increased expenses	Early growth; investment continues
Internal controls	Material weaknesses noted in Q2	Material weaknesses expanded; remediation plan detailed	Remediation in progress

Management Commentary

“We are pleased about having completed the business combination… which… will provide TurnOnGreen with access to capital via the public markets… build a robust EV charging infrastructure across North America, and expand the footprint of the power electronics business.” — Amos Kohn, Chairman & CEO .
“We leverage our experience in power electronics… Our sales team continues to drive pipeline growth… We believe this… is the beginning of an extraordinary rate of growth… We are committed to building an EV charging infrastructure that will accelerate the adoption of e-mobility solutions…” — Amos Kohn .
“Based on $4.0 million revenues reported in the first nine months of 2022, we enter the fourth quarter… on a $5.4 million annualized revenue run rate… [and] pursue… uplisting to the NASDAQ stock market… As we execute… we expect to see improved profitability in the upcoming years.” — David J. Katzoff, CFO .

Q&A Highlights

No Q3 2022 earnings call transcript was available; therefore, Q&A details, guidance clarifications, and tone shifts are not available from a call transcript .

Estimates Context

Consensus estimates (Revenue/EPS/Target Price) for IMHC Q3 2022 were unavailable in S&P Global due to missing mapping and apparent lack of sell-side coverage. As a result, there are no estimate comparisons for this quarter. Values retrieved from S&P Global.

Key Takeaways for Investors

Consolidation catalyst: First quarter post-acquisition shows strong YoY growth and margin mix shift; further scaling depends on converting pipeline into recurring revenue, especially in EV charging .
Cost discipline needed: Elevated OpEx from growth and integration kept the company in operating loss; watch marketing spend productivity and rent footprint to preserve gross margin gains .
Liquidity watch: Low cash and going concern language highlight near-term financing dependence; monitor capital raises, preferred dividend obligations (8% on $25M), and dilution risk from convertibles .
EV traction: Early EV charger revenue and certification investments should support future growth; success hinges on network deployment, rebate capture, and customer adoption .
Structural improvement: Customer mix shift away from low-margin accounts is favorable; sustaining defense demand and expanding high-margin verticals can underpin gross profit .
Uplisting narrative: Management’s focus on NASDAQ uplisting could be a sentiment catalyst if execution improves, but listing criteria and seasoning create uncertainty on timing .
Control remediation: Material weaknesses in internal controls present operational risk; remediation progress is a gating factor for institutional confidence .

TurnOnGreen, Inc. (IMHC)·Q3 2022 Earnings Summary