UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
SEC File
Number
001-35944
CUSIP Number 73933G
NOTIFICATION OF LATE FILING
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(Check one)
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☐ Form
10-K ☐ Form
20-F ☐ Form
11-K ☒ Form
10-Q
☐ Form
10-D ☐ Form
N-SAR ☐ Form
N-CSR
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For Period Ended: September 30, 2017
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☐ Transition Report on Form
10-K
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☐ Transition Report on Form
20-F
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☐ Transition Report on Form
11-K
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☐ Transition Report on Form
10-Q
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☐ Transition Report on Form
N-SAR
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For Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
Power Solutions International, Inc.
Full Name of Registrant
Not Applicable
Former
Name if Applicable
201 Mittel Drive
Address of Principal Executive Office (
Street and Number
)
Wood Dale, Illinois 60191
City, State and Zip Code
PART II RULES
12b-25(b)
and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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☐
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition report on Form
10-K,
Form
20-F,
Form
11-K,
Form
N-SAR
or
Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form
10-Q
or subject distribution report on Form
10-D,
or portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail the reasons why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed by Power Solutions International, Inc. (the Company) in its Current Reports on Form
8-K,
as filed on January 5, 2017, February 3, 2017, April 7, 2017 and August 3, 2017, the Company has determined to restate its consolidated financial statements for (i) the fiscal
year ended December 31, 2014, (ii) the fiscal year ended December 31, 2015 and the fiscal quarters within such fiscal year, and (iii) the fiscal quarter ended March 31, 2016. The Company has identified errors in revenue
recognition and certain other areas. The Company is working diligently to quantify the expected adjustments necessary to complete the restatements and file its delinquent reports as soon as practicable. As a result of the pending restatements, the
Company is unable to complete its financial statements and file its Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017 by the prescribed due date for such filing. The Company does not
expect to file the Form
10-Q
on or before the expiration of the 5 calendar day extension period provided in Rule
12b-25(b).
The Company plans to file the Form
10-Q
as soon as practicable following the completion of the restatements.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification.
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Charles F. Avery, Jr.
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(630)
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350-9400
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☐ Yes ☒ No
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The Company has not yet filed its Form
10-Q
quarterly reports for the quarters ended June 30,
2016, September 30, 2016, March 31, 2017 and June 30, 2017, and its Form
10-K
annual report for the year ended December 31, 2016.
(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? ☒ Yes ☐ No
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If so, attach an
explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Companys product shipments for the three and nine months ended September 30, 2017 are approximately $98 million and
$281 million, respectively. The Company presently expects the results of operations for the three and nine months ended September 30, 2017 to reflect an increase in demand across all major end markets, as compared to the same period in
2016. Any improvements in operating results are expected to be more than offset by significant legal and other third party professional fees related to, among other items, the following: ongoing efforts to restate previously disclosed prior period
financial statements; audit activities related to the three-year financial statement restatements; and responding to the ongoing independent internal review and external regulatory investigation. The Company expects to continue to incur
significant expenses for the foregoing matters. As previously disclosed, the Company has budgeted anticipated product shipments of $375 million for the full 2017 fiscal year.
Product shipments represent orders that have been shipped to the customer. The product shipments data has not been derived from financial
statements prepared in accordance with generally accepted accounting principles and has not been audited or reviewed by the Companys independent registered public accounting firm. Such product shipments data should not be relied upon as
necessarily indicative of the Companys actual revenues to be recorded for the relevant periods.
The Companys total debt
obligations increased in the third quarter of 2017 by approximately $16 million to approximately $96 million as of September 30, 2017.
Until the Company has restated its previously filed financial statements and finalized its financial statements for all periods subsequent to
the restated financial statements, including the quarter ended September 30, 2017, it is unable to provide comparative period financial results and report its final results. Upon such finalization, the Company will be in a position to provide a
reasonable estimate of its financial results for the period.
Caution Regarding Forward-Looking Statements
This Form
12b-25
contains forward-looking statements regarding the current expectations of the Company about its
prospects and opportunities. These forward-looking statements are covered by the Safe Harbor for Forward-Looking Statements provided by the Private Securities Litigation Reform Act of 1995. The Company has tried to identify these
forward-looking statements by using words such as expect, contemplate, anticipate, estimate, plan, will, would, should, forecast,
budgeted, believe, outlook, guidance, projection, target or similar expressions, but these words are not the exclusive means for identifying such statements. The Company
cautions that a number of risks, uncertainties and other factors could cause the Companys actual results to differ materially from those expressed in, or implied by, the forward-looking statements, including, without limitation: the final
results of the Audit Committees independent review as it impacts the Companys accounting, accounting policies and internal control over financial reporting; managements ability to successfully implement the Audit Committees
remedial recommendations; the reasons giving rise to the resignation of the Companys prior independent registered public accounting firm; the time and effort required to complete the restatement of the affected financial statements, complete
its delinquent financial statements and amend or prepare the related Form
10-K
and Form
10-Q
filings; the subsequent discovery of additional adjustments to the
Companys previously issued financial statements; the timing of completion of necessary
re-audits,
interim reviews and audits by the new independent registered public accounting firm; the timing of
completion of steps to address and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; variances in
non-recurring
expenses; risks relating to the substantial costs and diversion of personnels attention and resources deployed to address the financial reporting and internal control matters and related class action litigation; the ability of the Company to
accurately budget for and forecast product shipments, the extent to which product shipments result in recorded revenues; the impact of the resignation of the Companys former independent registered public accounting firm on the Companys
relationship with its lender and trade creditors and the potential for defaults and exercise of creditor remedies; the impact of the previously disclosed investigation initiated by the SEC and any related or additional governmental investigative or
enforcement proceedings; the impact of recent resignations of the Companys directors and certain executive officers and any delays and challenges encountered in recruiting replacements for open positions and the replacements transitions
into their positions; and any negative impacts from delisting of the Companys common stock from Nasdaq and any delays and challenges in obtaining a
re-listing
on a stock exchange. Actual events or
results may differ materially from the Companys expectations. The Companys forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise
or update any forward-looking statements, whether as a result of new information, future events or otherwise.
Power Solutions International, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date November 13, 2017
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By
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/s/ Charles F. Avery, Jr.
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Name
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Charles F. Avery, Jr.
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Title
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Chief Financial Officer
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