PPSI Shareholder/Stockholder Letter Transcript:
PIONEER POWER SOLUTIONS, INC.
2024
PIONEER POWER SOLUTIONS, INC.
Form 10-K
For the Fiscal Year Ended December 31, 2024
TABLE OF CONTENTS
Special Note Regarding Forward-Looking Statements....................................................................................................
PART I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Page
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Business......................................................................................................................................................
Risk Factors ................................................................................................................................................
Unresolved Staff Comments ......................................................................................................................
Cybersecurity .............................................................................................................................................
Properties....................................................................................................................................................
Legal Proceedings ......................................................................................................................................
Mine Safety Disclosures.............................................................................................................................
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6
17
17
18
18
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Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ....................................................................................................................................................
[Reserved] ..................................................................................................................................................
Management s Discussion and Analysis of Financial Condition and Results of Operations .....................
Quantitative and Qualitative Disclosures About Market Risk....................................................................
Consolidated Financial Statements and Supplementary Data ....................................................................
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ....................
Controls and Procedures .............................................................................................................................
Other Information .......................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................................................
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25
55
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56
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PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance .........................................................................
Executive Compensation ............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...
Certain Relationships and Related Transactions, and Director Independence ...........................................
Principal Accountant Fees and Services.....................................................................................................
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60
66
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PART IV
Item 15.
Item 16.
Exhibits and Financial Statement Schedules ..............................................................................................
Form 10-K Summary .................................................................................................................................
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PART II
Item 5.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements, which include information relating to future events,
future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words
such as may, should, could, would, predicts, potential, continue, expects, anticipates, future, intends,
plans, believes, estimates, and similar expressions, as well as statements in future tense, identify forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be
accurate indications of when such performance or results will be achieved. Forward-looking statements are based on
information we have when those statements are made or management s good faith belief as of that time with respect to future
events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those
expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but
are not limited to:
General economic conditions and their effect on demand for electrical equipment, particularly in the commercial
market, but also in the power generation, industrial production and infrastructure industries.
The effects of fluctuations in sales on our business, revenues, expenses, net income (loss), income (loss) per share,
margins and profitability.
Many of our competitors are better established and have significantly greater resources and may subsidize their
competitive offerings with other products and services, which may make it difficult for us to attract and retain
customers.
The potential loss or departure of key personnel, including Nathan J. Mazurek, our chairman, president and chief
executive officer.
Our ability to generate internal growth, maintain market acceptance of our existing products and gain acceptance for
our new products.
Unanticipated increases in raw material prices or disruptions in supply could increase production costs and adversely
affect our profitability.
Our ability to realize revenue reported in our backlog.
Our ability to remediate the ongoing material weakness identified in our internal control over financial reporting, or
inability to otherwise maintain an effective system of internal control.
The effect that the identified material weakness and failure to establish and maintain effective internal control over
financial reporting could have on investor confidence in us and raise reputational risk.
Operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor or
overhead cost increases, interest rate risk and commodity risk.
Strikes or labor disputes with our employees may adversely affect our ability to conduct our business.
The impact of geopolitical activity on the economy, changes in government regulations such as income taxes, climate
control initiatives, the timing or strength of an economic recovery in our markets and our ability to access capital
markets.
Future sales of large blocks of our common stock may adversely impact our stock price.
The liquidity and trading volume of our common stock.
Our business could be adversely affected by an outbreak of disease, epidemic or pandemic, such as the global
coronavirus pandemic, or similar public threat, or fear of such an event.
Our ability to maintain compliance with the continued listing standards of the Nasdaq Capital Market.
Risks associated with litigation and claims, which could impact our financial results and condition.
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained
herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forwardlooking statements. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face,
nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause
actual results to differ from those contained in any forward-looking statements. Except to the extent required by applicable
laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise. You should review carefully the risks and uncertainties described under the
heading Item 1A. Risk Factors in this Annual Report on Form 10-K for a discussion of the foregoing and other risks that
relate to our business and investing in shares of our common stock.
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PART I
ITEM 1. BUSINESS.
Overview
Pioneer Power Solutions, Inc. and its wholly owned subsidiary (referred to herein as the Company, Pioneer, Pioneer
Power, we, our and us ) design, manufacture, integrate, service, and sell distributed energy resources, on site and mobile
power generation equipment and a platform of 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, Federal and State government entities, package delivery businesses, school bus fleet operators, EV charging
infrastructure developers and owners, and distributed energy developers. We are headquartered in Fort Lee, New Jersey and
operate from two (2) additional locations in the United States for manufacturing, service and maintenance, engineering, and
sales and administration.
U.S. dollars are reported in thousands, except for share and per share amounts (unless otherwise noted).
Description of Business Segment
In October 2024, we sold our Pioneer Custom Electrical Products Corp. ( PCEP ) business unit to a buyer (the PCEP Sale )
as a result of a strategic change to the operations of our business. See Item 7. Management s Discussion and Analysis of
Financial Condition and Results of Operations Recent Developments for more information regarding the PCEP Sale.
Following the PCEP Sale, we currently have one reportable segment - Critical Power Solutions ( Critical Power ).
Our Critical Power business provides customers with our suite of mobile EV charging solutions, power generation
equipment and all forms services, including but not limited to, preventative maintenance, repairs, fuel polishing, and
remote monitoring. These products and services are marketed by our operations headquartered in Minnesota, currently
doing business under our Pioneer eMobility ( e-Boost ) and Pioneer Critical Power ( Titan ) brand names.
Our Critical Power business designs, manufactures and sells mobile EV charging solutions under our e-Boost suite of products,
in addition to distributing new power generation equipment, refurbishing and reselling used power generation equipment, and
performing service and maintenance on our customers existing equipment. Many of these systems are used to maintain reliable,
primary, peak shaving or emergency standby power at facilities where it is required or where the potential consequences of a
power outage make it necessary, such as at major national retailers, hospitals, data centers, communications facilities, factories,
military sites, office complexes and other critical operations.
Summary of Critical Power Segment Product Offerings
Product Category
Solutions
Suite of
e-Boost Products
e-Boost G.O.A.T. (Generator on a Truck) is a truck-mounted option that brings on-demand, highcapacity charging to EV truck and car owners at any convenient location.
e-Boost Mobile is a trailer-mounted solution that provides multiple options for towing and can be
available at specific businesses, large sports and cultural events and can be relocated with minimal
effort on short notice.
e-Boost Pod is a stationary EV charging solution with customizable higher capacity that can also
service other power needs especially in emergency situations, such as a power outage, serving as a
back-up power source with convenient power connectors and outlets available on board.
Power Generation
Equipment
Engine-generator sets: power generation equipment with up to 2 MW of power output per genset,
sourced from several manufacturers and available for install by our expert, licensed technicians.
Available individually or in multi-unit paralleled configurations. Fuel options include liquid propane,
natural gas, diesel and bi-fuel.
Uninterruptible Power Supply ( UPS ) systems.
Service
Scheduled preventative maintenance and 24/7 repair and support services provided for all makes and
models of power generation equipment under one- to five-year contracts.
Regional service and maintenance: provided by our technicians in the Midwest and Florida.
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Product Category
Solutions
National service and maintenance: provided by our technicians and a network of field service providers
throughout the United States for multi-site, multi-state power generation equipment owners.
UPS systems from major manufacturers.
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. To support our customers in managing their critical infrastructure, we
maintain inventories of repair parts, a fleet of service vehicles and a staff of certified field service technicians in the Midwest
and Florida. To complete our geographic coverage, we maintain a network of field service partners located in other regions,
enabling us to provide a quick-response, 24/7 service capabilities that can effectively repair and maintain any make and model
of back-up power equipment. Our field service organization services more than 2,400 generators owned by more than 900
customers located throughout the United States and its territories, including for multi-site, multi-state customers.
We recognize discrete revenue streams from service contracts, sales, installation, maintenance and repair services, and we offer
service contracts to all owners of power generation and related equipment, whether or not the equipment was originally sold
by us. Our service agreements have terms ranging from one to five years in duration, providing the Company with a recurring
revenue stream.
Business Strategy
We believe we have established a stable platform from which to develop and grow our business lines, revenue, profitability
and shareholder value. We are focused on internal growth through operating efficiencies, new product development, customer
focus and broadening and deepening our market penetration.
We intend to build our revenue and net income through internal growth initiatives. Accomplishing these financial goals will be
dependent on a number of factors, including our ability to execute the following strategies and actions:
Establishing a scalable organizational infrastructure to support our expected growth;
Investing in our capabilities to provide progressively more advanced equipment and service solutions;
Continuously applying our manufacturing and service resources to their highest and best uses;
Combining and streamlining our business unit supply chains and administrative functions; and
Improving business processes to deliver consistency, quality and value to our customers.
Within our Critical Power business, we are actively marketing our preventive maintenance services to new national accounts
including: major national retailers, telecommunications companies, data centers, banks, hospitals and health care facilities,
educational institutions and property management companies. Since November 2021, we have been aggressively marketing
our e-Boost mobile EV charging products to electric bus and truck manufacturers, fleet management companies, municipalities
and EV infrastructure providers.
Our Industry
The market for Electrical Infrastructure equipment and Critical Power solutions is very fragmented due to the range of
equipment types, electrical and mechanical properties, technological standards and service parameters required by different
categories of end users for their specific applications. Many orders are custom-engineered and tend to be time-sensitive since
other critical work is frequently being coordinated around the customer s electrical equipment installation. The vast majority
of North American demand for the types of solutions we provide is satisfied by thousands of producers and service companies
in the United States.
We believe that several of the key industry trends supporting future growth in our industry are as follows:
Aging and Overburdened North American Power Grid The aging and overburdened North American power grid
is expected to require significant capital expenditures to upgrade the existing infrastructure over the next several years
to maintain adequate levels of reliability and efficiency. Significant capital investment will be required to relieve
congestion, meet growing demand, achieve targets for efficiency, emissions and use of renewable sources, and to
replace components of the U.S. power grid operating at, near or past their planned service lives.
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