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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): August 14, 2023
PIONEER
POWER SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35212 |
|
27-1347616 |
(State
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
400
Kelby Street, 12th Floor
Fort
Lee, New Jersey
(Address
of principal executive offices) |
|
|
|
07024
(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 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
August 14, 2023, Pioneer Power Solutions, Inc. issued a press release announcing its financial results for the second fiscal quarter
and six months ended June 30, 2023 and provided a business update. A copy of this 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
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:
August 14, 2023 |
By: |
/s/
Walter Michalec |
| |
Name:
|
Walter
Michalec |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Pioneer
Power Increases Revenue 149% during the Second Quarter to a Record $12.1 Million;
Gross
Profit Increases to $2.7 Million, Achieving a 22% Gross Margin
Management
Reiterates Guidance of Full Year Revenue of $42 to $45 Million, Full year positive EPS;
Company
Maintains $33.6 Million Backlog
FORT
LEE, N.J., August 14, 2023 /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, power generation equipment and mobile electric vehicle (“EV”) charging solutions, today provided a business
update and announced financial results for the second quarter and six months ended June 30, 2023.
Financial
Highlights for the Second Quarter of 2023:
| |
● |
Second
quarter revenue increased approximately 149% to a record (since divesting the transformer business in 2019) of $12.1 million, as
compared to $4.9 million for the second quarter of 2022. |
| |
● |
Pioneer’s
total backlog at June 30, 2023 was $33.6 million compared to $24.3 million at June 30, 2022, and $37.2 million at December 31, 2022. |
| |
● |
Second
quarter gross profit was $2.7 million, or a 22.4% gross margin, as compared to a gross profit of $63,000, or a 1.3% gross margin,
for the second quarter of 2022. |
| |
● |
Second
quarter total loss from operations was $378,000, which is inclusive of $819,000 in one-time non-cash stock-based compensation, compared
to an operating loss of $2.5 million (inclusive of $658,000 in one-time non-cash stock-based compensation) in the second quarter
of last year. |
| |
● |
Excluding
the one-time non-cash stock-based compensation, Pioneer Power generated income from operations of approximately $441,000 during the
second quarter of 2023, as compared to an operating loss of $1.9 million (excluding one-time non-cash stock-based compensation) during
the second quarter of last year. |
| |
● |
Second
quarter net loss was $319,000, or $(0.03) per basic and diluted share, compared to a net loss of $2.5 million, or $(0.26) per basic
and diluted share, for the same period last year. |
| |
● |
Excluding
one-time non-cash stock-based compensation for both periods, the Company generated approximately $0.05 in earnings per share compared
to $(0.19) of negative earnings per share during the second quarter of 2022. |
| |
● |
The
Company had cash on hand of $9.6 million at June 30, 2023 compared to $10.3 million at December 31, 2022. |
| |
● |
The
Company had $14.2 million of net operating loss carryforwards at June 30, 2023. |
Nathan
Mazurek, Pioneer’s Chairman and Chief Executive Officer, said, “Both our E-Bloc and e-Boost businesses continue to grow at
a rapid pace, with steady margin expansion, supporting our expectations for at least 50% revenue growth and positive earnings per share
for the full-year. Excluding one-time non-cash stock-based compensation, we were profitable during the second quarter, marking the third
consecutive quarter of operational profitability. We are reiterating our full-year guidance and we have significant momentum as we head
into 2024. This progress comes even as we invested approximately $1.4 million in our new e-Boost solutions during the first half of the
year to drive further growth.”
“We
continue to see new and expanding use-cases for E-Bloc, as we provide a flexible solution to enable distributed generation with the use
of renewable energy sources such as solar and convenience EV charging,” continued Mr. Mazurek. “We expect to deliver continued
growth from both E-Bloc and e-Boost in the second-half of 2023 compared to the first half. Our critical power segment, and specifically
e-Boost, should deliver incremental revenue growth in the second half of the year as we continue to invest in this innovative solution
to drive market awareness. We are seeing strong demand from owners of bus fleets, trucks, and autonomous driving solutions. Electrification
initiatives, and the government grants to support fleet electrification, are serving as powerful catalysts for e-Boost.”
Second
Quarter 2023 Financial Results
Revenue
Total
revenue for the three months ended June 30, 2023 was $12.1 million, an increase of approximately 149.4%, as compared to $4.9 million
during the second quarter of last year, primarily due to an increase in sales of our power systems from our T&D Solutions segment
and an increase in sales of our equipment from our Critical Power Solutions segment. Revenue from the T&D Solutions segment increased
approximately 263%, and revenue from the Critical Power segment increased approximately 25% during the second quarter of 2023 as compared
to the same period last year.
Gross
Profit/Margin
Total
gross profit for the second quarter of 2023 was $2.7 million, or a 22.4% gross margin, compared to gross profit of $63,000, or a 1.3%
gross margin, for the same period in 2022. The increase in gross profit and margin is primarily due to higher revenue, driving improved
manufacturing utilization, and a favorable sales mix of higher margin power systems and generation equipment.
Operating
Income (Loss)
For
the three months ended June 30, 2023, loss from operations was $378,000, as compared to an operating loss of $2.5 million during the
second quarter of 2022. Included in the operating loss for the second quarter of 2023 was $819,000 of non-cash stock-based compensation,
as well as continued investment in marketing, manufacturing capacity and inventory to support our strategic initiatives. The second quarter
of 2022 included approximately $658,000 of non-cash stock-based compensation. Excluding the one-time non-cash stock-based compensation
expense, Pioneer Power generated approximately $441,000 in operating income during the second quarter of 2023, compared to a loss from
operations of approximately $1.9 million (excluding one-time non-cash stock-based compensation of $658,000) during the same period last
year.
Net
Income (Loss)
The
Company’s net loss was $319,000, or $(0.03) per basic and diluted share, for the three months ended June 30, 2023, as compared
to a net loss of $2.5 million, or $(0.26) per basic and diluted share, during the three months ended June 30, 2022. Excluding non-cash
stock-based compensation expense, Pioneer generated net income of approximately $500,000, or $0.05 per share, during the second quarter
of 2023.
Year-to-Date
2023 Financial Results
Total
revenue for the six months ended June 30, 2023 was $20.6 million, an increase of 83.9% compared to $11.2 million during the first six
months of last year. Revenue from the T&D Solutions segment increased approximately 139%, and revenue from the Critical Power segment
increased approximately 14% during the first six months of the 2023 as compared to the same period last year.
Gross
profit for the first six months of 2023 was $4.9 million, or a 23.9% gross margin, compared to a gross profit of $986,000, or 8.8% of
revenues, for the same period last year.
Loss
from operations for the first six months of 2023 was $322,000, as compared to an operating loss of $3.3 million during the first six
months of last year. Excluding non-recurring stock-based compensation of $962,000, the Company generated positive income from operations
of $640,000 for the first six months of 2023, compared to a loss from operations of $2.6 million (excluding non-recurring stock-based
compensation of $716,000) during the first six months of last year.
The
Company’s net loss for the first six months of 2023 was $197,000, or $(0.02) per basic and diluted share, compared to a net loss
of $3.3 million, or $(0.34) per basic and diluted share, during the same period of 2022.
Balance
Sheet
At
June 30, 2023, the Company had $9.6 million of cash on hand and working capital of $14.4 million, compared to $10.3 million of cash on
hand and working capital of $14.1 million at December 31, 2022. The Company had no bank debt on the balance sheet at June 30, 2023.
2023
Outlook
Management
reiterated expectations of total revenue between $42 and $45 million in fiscal year 2023, or at least 50% over fiscal year 2022. Management
also expects to generate positive earnings per share for the full fiscal year 2023.
The
foregoing projected outlook constitutes forward-looking information and is intended to provide information about management’s current
expectations for the Company’s 2023 fiscal year. Although considered reasonable as of the date hereof, such outlook and the underlying
assumptions may prove to be inaccurate. Accordingly, actual results could differ materially from the Company’s expectations as
set forth herein. See “Forward-Looking Statements”.
In
preparing the above outlook, the Company assumed, among other things, (i) that the Company’s backlog orders will translate into
recorded sales, (ii) that the Company will be able to satisfactorily complete and deliver all orders and (iii) the timely payment by
customers for all order. This section includes forward-looking statements. See “Forward-Looking Statements”.
Earnings
Conference Call:
Management
will host a conference call today, Monday, August 14, 2023, at 5 p.m. Eastern Time to discuss Pioneer’s 2023 second quarter financial
results with the investment community.
Anyone
interested in participating should call 1-877-300-8521 if calling within the United States or 1-412-317-6026 if calling internationally.
When asked, please reference confirmation code 10181632.
A
replay will be available until August 21, 2023 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 10181632 to access the replay.
The
call will also be accompanied live by webcast over the Internet and accessible at https://viavid.webcasts.com/starthere.jsp?ei=1627808&tp_key=3232878469.
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, 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.
Forward-Looking
Statements:
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 two customers 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, (xii) an outbreak of disease, epidemic or pandemic, such as the global
coronavirus pandemic, or fear of such an event, and (xiii) risks associated with litigation and claims, which could impact our financial
results and condition.
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, respectively. 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
PIONEER
POWER SOLUTIONS, INC.
Consolidated
Statements of Operations
(In
thousands, except per share data)
(Unaudited)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2023 | | |
2022 (Revised) | | |
2023 | | |
2022 (Revised) | |
| Revenues | |
$ | 12,130 | | |
$ | 4,863 | | |
$ | 20,638 | | |
$ | 11,225 | |
| Cost of goods sold | |
| 9,419 | | |
| 4,800 | | |
| 15,714 | | |
| 10,239 | |
| Gross profit | |
| 2,711 | | |
| 63 | | |
| 4,924 | | |
| 986 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative | |
| 3,089 | | |
| 2,585 | | |
| 5,246 | | |
| 4,331 | |
| Total operating expenses | |
| 3,089 | | |
| 2,585 | | |
| 5,246 | | |
| 4,331 | |
| Loss from operations | |
| (378 | ) | |
| (2,522 | ) | |
| (322 | ) | |
| (3,345 | ) |
| Interest income | |
| (79 | ) | |
| (104 | ) | |
| (132 | ) | |
| (206 | ) |
| Other expense, net | |
| 20 | | |
| 117 | | |
| 7 | | |
| 129 | |
| Loss before income taxes | |
| (319 | ) | |
| (2,535 | ) | |
| (197 | ) | |
| (3,268 | ) |
| Income tax expense | |
| - | | |
| - | | |
| - | | |
| 7 | |
| Net loss | |
$ | (319 | ) | |
$ | (2,535 | ) | |
$ | (197 | ) | |
$ | (3,275 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.03 | ) | |
$ | (0.26 | ) | |
$ | (0.02 | ) | |
$ | (0.34 | ) |
| Diluted | |
$ | (0.03 | ) | |
$ | (0.26 | ) | |
$ | (0.02 | ) | |
$ | (0.34 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 9,908,434 | | |
| 9,727,878 | | |
| 9,838,989 | | |
| 9,684,610 | |
| Diluted | |
| 9,908,434 | | |
| 9,727,878 | | |
| 9,838,989 | | |
| 9,684,610 | |
PIONEER
POWER SOLUTIONS, INC.
Consolidated
Balance Sheets
(In
thousands)
| | |
June 30, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 9,624 | | |
$ | 10,296 | |
| Accounts receivable, net | |
| 5,835 | | |
| 11,139 | |
| Inventories | |
| 8,457 | | |
| 8,748 | |
| Prepaid expenses and other current assets | |
| 2,625 | | |
| 2,853 | |
| Total current assets | |
| 26,541 | | |
| 33,036 | |
| Property and equipment, net | |
| 2,383 | | |
| 1,800 | |
| Operating lease right-of-use assets | |
| 1,110 | | |
| 1,450 | |
| Financing lease right-of-use assets | |
| 523 | | |
| 727 | |
| Other assets | |
| 138 | | |
| 162 | |
| Total assets | |
$ | 30,695 | | |
$ | 37,175 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 6,791 | | |
$ | 7,239 | |
| Current portion of operating lease liabilities | |
| 733 | | |
| 703 | |
| Current portion of financing lease liabilities | |
| 192 | | |
| 355 | |
| Deferred revenue | |
| 4,462 | | |
| 10,665 | |
| Total current liabilities | |
| 12,178 | | |
| 18,962 | |
| Operating lease liabilities, non-current portion | |
| 423 | | |
| 797 | |
| Financing lease liabilities, non-current portion | |
| 353 | | |
| 418 | |
| Other long-term liabilities | |
| 57 | | |
| 65 | |
| Total liabilities | |
| 13,011 | | |
| 20,242 | |
| 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; 9,994,545 and 9,644,545 shares issued and outstanding on June 30, 2023 and December 31, 2022, respectively | |
| 10 | | |
| 10 | |
| Additional paid-in capital | |
| 33,821 | | |
| 32,859 | |
| Accumulated other comprehensive income | |
| - | | |
| 14 | |
| Accumulated deficit | |
| (16,147 | ) | |
| (15,950 | ) |
| Total stockholders’ equity | |
| 17,684 | | |
| 16,933 | |
| Total liabilities and stockholders’ equity | |
$ | 30,695 | | |
$ | 37,175 | |
PIONEER
POWER SOLUTIONS, INC.
Consolidated
Statements of Cash Flows
(In
thousands)
(Unaudited)
| | |
Six Months Ended | |
| | |
June 30, | |
| | |
2023 | | |
2022 (Revised) | |
| Operating activities | |
| | | |
| | |
| Net loss | |
$ | (197 | ) | |
$ | (3,275 | ) |
| Adjustments to reconcile net loss to net cash provided by/ (used in) operating activities: | |
| | | |
| | |
| Depreciation | |
| 227 | | |
| 73 | |
| Amortization of right-of-use financing leases | |
| 205 | | |
| 124 | |
| Amortization of imputed interest | |
| - | | |
| (214 | ) |
| Amortization of right-of-use operating leases | |
| 340 | | |
| 328 | |
| Change in receivable reserves | |
| 44 | | |
| (141 | ) |
| Stock-based compensation | |
| 962 | | |
| 716 | |
| Other | |
| (13 | ) | |
| - | |
| Changes in current operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 5,283 | | |
| (2,642 | ) |
| Inventories | |
| 291 | | |
| (3,987 | ) |
| Prepaid expenses and other assets | |
| 224 | | |
| (67 | ) |
| Income taxes | |
| (4 | ) | |
| 27 | |
| Accounts payable and accrued liabilities | |
| (449 | ) | |
| 1,796 | |
| Deferred revenue | |
| (6,204 | ) | |
| 5,966 | |
| Operating lease liabilities | |
| (343 | ) | |
| (325 | ) |
| Net cash provided by/ (used in) operating activities | |
| 366 | | |
| (1,621 | ) |
| | |
| | | |
| | |
| Investing activities | |
| | | |
| | |
| Purchases of property and equipment | |
| (810 | ) | |
| (174 | ) |
| Net cash used in investing activities | |
| (810 | ) | |
| (174 | ) |
| | |
| | | |
| | |
| Financing activities | |
| | | |
| | |
| Net proceeds from the exercise of options for common stock | |
| - | | |
| 17 | |
| Principal repayments of financing leases | |
| (228 | ) | |
| (136 | ) |
| Net cash used in financing activities | |
| (228 | ) | |
| (119 | ) |
| | |
| | | |
| | |
| Decrease in cash | |
| (672 | ) | |
| (1,914 | ) |
| Cash, beginning of period | |
| 10,296 | | |
| 11,699 | |
| Cash, end of period | |
$ | 9,624 | | |
$ | 9,785 | |
| | |
| | | |
| | |
| Non-cash investing and financing activities: | |
| | | |
| | |
| Acquisition of right-of-use assets and lease liabilities | |
$ | - | | |
$ | 551 | |
v3.23.2
Cover
|
Aug. 14, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Aug. 14, 2023
|
| Entity File Number |
001-35212
|
| Entity Registrant Name |
PIONEER
POWER SOLUTIONS, INC.
|
| Entity Central Index Key |
0001449792
|
| Entity Tax Identification Number |
27-1347616
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
400
Kelby Street
|
| Entity Address, Address Line Two |
12th Floor
|
| Entity Address, City or Town |
Fort
Lee
|
| Entity Address, State or Province |
NJ
|
| Entity Address, Postal Zip Code |
07024
|
| City Area Code |
(212)
|
| Local Phone Number |
867-0700
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
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false
|
| Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
| Trading Symbol |
PPSI
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
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na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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