8-K
PIONEER POWER SOLUTIONS, INC. (PPSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2022
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35212 | 27-1347616 |
|---|---|---|
| (State of incorporation)<br><br> <br><br><br> <br><br><br> <br>400 Kelby Street, 12th Floor<br><br> <br>Fort Lee, New Jersey<br><br> <br>(Address of principal executive offices) | (Commission File Number) | (I.R.S. Employer Identification No.)<br><br> <br><br><br> <br>07024<br><br> <br>(Zip Code) |
(212) 867-0700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br> CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17<br> CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | PPSI | Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2022, Pioneer Power Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the fourth fiscal quarter and twelve months ended December 31, 2021, and provided a corporate update. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 31, 2022* |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* This exhibit is furnished pursuant to Item 2.02 and shall not be deemed “filed.”
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PIONEER POWER SOLUTIONS, inc. | ||
|---|---|---|
| Date: March 31, 2022 | By: | /s/ Nathan J. Mazurek |
| Name: | Nathan J. Mazurek | |
| Title: | Chief Executive Officer |
Pioneer Power Solutions, Inc. 8-K
Exhibit 99.1
Pioneer Reports Fourth Quarter and Full Year 2021 Financial Results; Backlog More Than Doubles in Three Months, Setting the Stage for Rapid Growth in 2022
Accelerating Growth of e-Bloc and E-BOOST Products Validates Demand for Pioneer’s
Innovative Solutions for Distributed Energy and Mobile EV Charging Markets
FORT LEE, N.J., March 31, 2022 /PRNewswire/ -- Pioneer Power Solutions, Inc. (Nasdaq: PPSI) (“Pioneer,” "Pioneer Power" or the "Company"), a leader in the design, manufacture, service and integration of electrical power systems, distributed energy resources, used and new power generation equipment and mobile electric vehicle (“EV”) charging solutions, today provided a business update and announced its financial results for the fourth quarter and full year ended December 31, 2021.
Recent Business Highlights:
| ● | Accelerating sales of e-Bloc with more than $2.6 million sold in 2021 |
|---|---|
| ● | Developed, prototyped, and launched the E-BOOST portfolio of mobile EV charging solutions |
| --- | --- |
| ● | Received two E-BOOST orders in Q1 2022, including a $788,000 purchase order from a hotel and casino and a $120,000 order from a leading<br>commercial EV charging infrastructure solutions provider to charge electric school buses |
| --- | --- |
| ● | Backlog more than doubled in three months to $22.8 million at December 31, 2021 compared to $10.9 million at September 30, 2021 and<br>$12.7 million at December 31, 2020. |
| --- | --- |
Nathan Mazurek, Pioneer’s Chairman and Chief Executive Officer, said, “We have successfully repositioned the company as a leading provider of solutions addressing two powerful secular tailwinds: distributed energy resources and electric vehicles. Our e-Bloc technology is a rapidly deployable, highly efficient power system that can be placed nearly anywhere, enabling large retailers, industrial customers, cryptocurrency miners and many other potential customers to effectively leverage a variety of on-grid and off-grid energy sources to streamline electricity costs, ensure reliable power and reduce carbon emissions.”
Mr. Mazurek continued, “Our E-BOOST suite of mobile EV charging solutions, although only launched in November of 2021, has already received nearly a million dollars in orders and actually delivered our first unit in March. E-BOOST enables the charging of EVs almost anywhere, on or off the grid using clean and readily available liquid propane.”
“Demand for these two solutions is exceptionally strong, enabling us to more than double our backlog during the fourth quarter of 2021,” continued Mr. Mazurek. “This backlog, which reached nearly $23 million at December 31, gives us confidence that we will increase our full-year revenue by at least 50% over 2021 levels, with significant margin expansion as well. We expect to generate positive operating cash flow for 2022.”
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Fourth Quarter Financial Results
Revenue
Total revenue for the three months ended December 31, 2021 was $3.5 million, down 34.6% compared to $5.4 million for the same period last year, primarily due to a decline in sales from the Company’s T&D Solutions segment. Revenue from the Company’s switchgear product lines decreased by $1.4 million, or 47.9%, during the fourth quarter of 2021 as compared to the same period last year as a result of lower sales of medium and low voltage switchgear.
Gross Margin
Gross profit for the fourth quarter of 2021 was $25,000, or 0.7% of revenues, compared to $263,000, or 4.9% of revenues, for the year-ago period. The decrease in gross profit was primarily driven by a higher cost of goods as a result of global supply chain challenges, a tighter labor market and inflationary pressures.
Operating Income / (Loss)
For the three months ended December 31, 2021, operating loss was $1.5 million compared to $901,000 during same period last year.
Net Income / (Loss)
The Company’s net loss was $1.4 million, or $(0.16) per diluted share, for the three months ended December 31, 2021 compared to a net loss of $744,000, or $(0.09) per diluted share, during the three months ended December 31, 2020.
Full-Year Financial Results
Revenue
Total revenue for the year ended December 31, 2021 was $18.3 million, down 6.0% compared to $19.5 million for the same period last year.
Gross Margin
For the year ended December 31, 2021, Pioneer’s gross profit increased 58.1% to $1.4 million, or 7.6% of revenue, from $881,000, or 4.5% of revenue, for the same period last year. The significant increase in gross profit was the result of strict management of overhead costs and pricing power in our end markets.
Operating Income / (Loss)
For the year ended December 31, 2021, operating loss decreased to $3.9 million compared to an operating loss of $4.3 million last year.
Net Income / (Loss)
For the year ended December 31, 2021, net loss was $2.2 million, or $(0.24) per diluted share, compared to a net loss of $3.0 million, or $(0.34) per diluted share, for the year ended December 31, 2020.
Balance Sheet
As of December 31, 2021, the company had $11.7 million in cash, including restricted cash, compared to $7.6 million as of December 31, 2020. During the fourth quarter, the company sold 888,500 shares of common stock under the ATM Program at an average price of $10.13 per share for net proceeds of approximately $8.7 million.
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Earnings Conference Call:
Management will host a conference call later today, March 31, 2022 at 4:30 p.m. Eastern Time to discuss the Company’s fourth quarter and full year financial results with the investment community.
To participate, please call 1-800-289-0438 if calling within the United States or 1-323-794-2423 if calling internationally. When asked, please reference confirmation code 9557363.
The call will also be accompanied live by webcast over the Internet and accessible at https://viavid.webcasts.com/starthere.jsp?ei=1535963&tp_key=d48566f994.
A replay will be available until April 7, 2022 which can be accessed by dialing 1-844-512-2921 if calling within the United States or 1-412-317-6671 if calling internationally. Please use passcode 9557363 to access the replay.
About Pioneer Power Solutions, Inc.
Pioneer Power Solutions, Inc. is a leader in the design, manufacture, integration, refurbishment, service and distribution of electric power systems, distributed energy resources, used and new power generation equipment and mobile EV charging solutions for applications in the utility, industrial and commercial markets. To learn more about Pioneer, please visit its website at www.pioneerpowersolutions.com.
Safe Harbor Statement:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) the Company’s ability to successfully increase its revenue and profit in the future, (ii) general economic conditions and their effect on demand for electrical equipment, (iii) the effects of fluctuations in the Company’s operating results, (iv) the fact that many of the Company’s competitors are better established and have significantly greater resources than the Company, (v) the Company’s dependence on a single customer for a large portion of its business, (vi) the potential loss or departure of key personnel, (vii) unanticipated increases in raw material prices or disruptions in supply, (viii) the Company’s ability to realize revenue reported in the Company’s backlog, (ix) future labor disputes, (x) changes in government regulations, (xi) the liquidity and trading volume of the Company’s common stock and (xii) an outbreak of disease, epidemic or pandemic, such as the global coronavirus pandemic, or fear of such an event.
More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual and Quarterly Reports on Form 10-K and Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
Contact:
Brett Maas, Managing Partner
Hayden IR
(646) 536-7331
brett@haydenir.com
Tables Follow
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PIONEER POWER SOLUTIONS, INC.
Consolidated Balance Sheets
(In thousands, except share data)
| 2020 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 9,924 | $ | 7,567 | ||
| Restricted cash | 1,775 | — | |||
| Notes receivable | 5,778 | — | |||
| Accounts receivable, net | 2,429 | 2,587 | |||
| Insurance receivable | — | 95 | |||
| Inventories, net | 4,160 | 2,403 | |||
| Income taxes receivable | — | 407 | |||
| Prepaid expenses and other current assets | 1,069 | 897 | |||
| Total current assets | 25,135 | 13,956 | |||
| Property, plant and equipment, net | 516 | 433 | |||
| Right-of-use assets | 2,237 | 1,504 | |||
| Notes receivable | — | 5,350 | |||
| Other assets | 39 | 44 | |||
| Total assets | 27,927 | $ | 21,287 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | 4,159 | $ | 4,027 | ||
| Deferred revenue | 2,423 | 714 | |||
| Current maturities of long-term debt | — | 780 | |||
| Income taxes payable | — | 17 | |||
| Total current liabilities | 6,582 | 5,538 | |||
| Long-term debt | — | 633 | |||
| Other long-term liabilities | 1,793 | 1,257 | |||
| Total liabilities | 8,375 | 7,428 | |||
| 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; 9,640,545 and 8,726,045 shares issued and outstanding on December 31, 2021 and 2020, respectively | 10 | 9 | |||
| Additional paid-in capital | 31,840 | 23,981 | |||
| Accumulated other comprehensive income | 14 | 14 | |||
| Accumulated deficit | (12,312 | ) | (10,145 | ) | |
| Total stockholders’ equity | 19,552 | 13,859 | |||
| Total liabilities and stockholders’ equity | 27,927 | $ | 21,287 |
All values are in US Dollars.
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PIONEER POWER SOLUTIONS, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
| December 31, | December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenues | $ | 3,498 | $ | 5,352 | $ | 18,311 | $ | 19,490 | ||||
| Cost of goods sold | ||||||||||||
| Cost of goods sold | 3,473 | 5,089 | 16,918 | 18,063 | ||||||||
| Write down of inventory | — | — | — | 546 | ||||||||
| Total cost of goods sold | 3,473 | 5,089 | 16,918 | 18,609 | ||||||||
| Gross profit | 25 | 263 | 1,393 | 881 | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative | 1,518 | 1,164 | 5,255 | 5,165 | ||||||||
| Total operating expenses | 1,518 | 1,164 | 5,255 | 5,165 | ||||||||
| Loss from continuing operations | (1,493 | ) | (901 | ) | (3,862 | ) | (4,284 | ) | ||||
| Interest income | (99 | ) | (92 | ) | (387 | ) | (334 | ) | ||||
| Other income | 1 | (65 | ) | (1,292 | ) | (969 | ) | |||||
| Loss before taxes | (1,395 | ) | (744 | ) | (2,183 | ) | (2,981 | ) | ||||
| Income tax (benefit) expense | 3 | — | (16 | ) | 5 | |||||||
| Net loss | $ | (1,398 | ) | $ | (744 | ) | $ | (2,167 | ) | $ | (2,986 | ) |
| Loss per share: | ||||||||||||
| Basic | $ | (0.16 | ) | $ | (0.09 | ) | $ | (0.24 | ) | $ | (0.34 | ) |
| Diluted | $ | (0.16 | ) | $ | (0.09 | ) | $ | (0.24 | ) | $ | (0.34 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 8,858 | 8,726 | 8,858 | 8,726 | ||||||||
| Diluted | 8,858 | 8,726 | 8,858 | 8,726 |
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PIONEER POWER SOLUTIONS, INC.
Consolidated Statements of Cash Flows
(In thousands)
| For the Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2021 | 2020 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,167 | ) | $ | (2,986 | ) |
| Depreciation | 153 | 203 | ||||
| Amortization of right-of-use assets | 285 | 261 | ||||
| Amortization of imputed interest | (428 | ) | (448 | ) | ||
| Interest expense from PPP Loan | 4 | 9 | ||||
| Gain on forgiveness of PPP Loan | (1,417 | ) | — | |||
| Non-cash cost of operating leases | 580 | 622 | ||||
| Change in receivable reserves | 71 | (57 | ) | |||
| Change in inventory reserves | 127 | (535 | ) | |||
| Write down of inventory | — | 546 | ||||
| Change in long term payables | — | 4 | ||||
| Proceeds from insurance receivable | 95 | 1,705 | ||||
| Gain on investments | — | (968 | ) | |||
| Stock-based compensation | 186 | 3 | ||||
| Other | — | 3 | ||||
| Changes in current operating assets and liabilities: | ||||||
| Accounts receivable | 115 | 1,158 | ||||
| Inventories | (1,883 | ) | 2,139 | |||
| Prepaid expenses and other assets | (195 | ) | (692 | ) | ||
| Income taxes | 397 | (501 | ) | |||
| Accounts payable and accrued liabilities | 27 | (3,352 | ) | |||
| Deferred revenue | 1,709 | (727 | ) | |||
| Net cash used in operating activities | (2,341 | ) | (3,613 | ) | ||
| Investing activities | ||||||
| Additions to property, plant and equipment | (237 | ) | — | |||
| Proceeds from sale of investments | — | 2,436 | ||||
| Change in notes receivable | — | 194 | ||||
| Net cash (used in) / provided by investing activities | (237 | ) | 2,630 | |||
| Financing activities | ||||||
| Bank overdrafts | — | (374 | ) | |||
| Funding from PPP Loan | — | 1,404 | ||||
| Payment of deferred purchase price | — | (397 | ) | |||
| Payment of deferred payroll taxes | (100 | ) | — | |||
| Net proceeds from the exercise of options for common stock | 58 | — | ||||
| Net proceeds from issuance of common stock | 8,663 | — | ||||
| Dividend paid to shareholders | (1,047 | ) | — | |||
| Principal repayments of financing leases | (864 | ) | (296 | ) | ||
| Net cash provided by financing activities | 6,710 | 337 | ||||
| Increase / (decrease) in cash and restricted cash | 4,132 | (646 | ) | |||
| Cash, and restricted cash, beginning of year | 7,567 | 8,213 | ||||
| Cash, and restricted cash, end of period | $ | 11,699 | $ | 7,567 | ||
| Supplemental cash flow information: | ||||||
| Interest paid | 3 | 28 | ||||
| Income taxes paid, net of refunds | (395 | ) | 507 | |||
| Non-cash investing and financing activities: | ||||||
| Acquisition of right-of-use assets | 1,598 | — |
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