Form 8-K - Current report
June 06 2024 - 5:25PM
Edgar (US Regulatory)
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0001449792
0001449792
2024-05-31
2024-05-31
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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): May 31, 2024
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 |
|
07024 |
(Address
of principal executive offices) |
|
(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
4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
May 31, 2024, the Audit Committee (the “Committee”) of the Board of Directors of Pioneer Power Solutions, Inc. (the “Company”)
concluded that the Company’s previously issued (i) consolidated financial statements as of and for the year ended December
31, 2022 included in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Period”) and (ii) unaudited
condensed consolidated financial statements for the quarters ended March 31, 2022 through September 30, 2023 included in its Quarterly
Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 (the “Interim Periods”,
which, together with the Annual Period, the “Affected Periods”) should
no longer be relied upon due to errors in such consolidated financial statements.
During 2022 and 2023, the Company recognized revenues
associated with customer contracts with performance obligations satisfied over time (“Over Time Contracts”) using labor
hours as the measure of progress. The Company’s underlying estimates of total labor hours required to complete Over Time Contracts
were materially different from the actual labor hours required, which was determined to represent an error, and, as a result,
the percentage of completion used to recognize revenue in the Affected Periods is materially different from the percentage
of completion using actual labor hours incurred. As a result, the Company plans to restate revenues during the Affected
Periods to adjust the percentage of completion based upon the actual labor hours incurred to complete each Over Time Contract
(the “Revenues Adjustment”).
Additionally, it has since been determined
that costs from Over Time Contracts should be expensed as incurred and, as a result, the Company plans to record an adjustment
to its consolidated financial statements during the Affected Periods (together with the Revenues Adjustment, the “Adjustments”).
As a result of this error, the Adjustments result in the recognition of cost of revenues
in the Affected Periods for which the recognition of a portion of the corresponding revenues have been deferred to future periods. For
those Over Time Contracts that have been completed by the Company during the Affected Periods, the Adjustments
have the effect of derecognizing amounts in one period and recognizing corresponding amounts in another period within the Affected Periods.
Accordingly,
the Company intends to restate the consolidated financial statements of the Affected Periods
(the “Restatement”) in its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form
10-K”), as soon as reasonably practicable. The impact of the Restatement on the Interim Periods will be summarized in the 2023
Form 10-K, and the Company does not intend to amend its previously issued Form 10-Qs for such Interim Periods.
The
Company’s management and the Committee discussed the matters disclosed in this Item 4.02(a) with Marcum LLP, the Company’s
independent accounting registered public firm.
The
information in this Item 4.02 is furnished solely pursuant to Item 4.02. Consequently, such information is not deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Moreover,
the information in this Item 4.02 shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities
Act of 1933.
Forward-Looking
Statements
Certain
statements made in this report constitute forward-looking statements within the meaning of the federal securities laws. All statements
contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example,
forward-looking statements include, without limitation, statements regarding the Company’s anticipated restatements of financial
statements and the filing of the Form 10-K. These forward-looking statements are based on management’s current expectations. These
statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings
with the SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless otherwise
required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation
to do so, whether as a result of new information, future events or otherwise.
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:
June 6, 2024 |
By: |
/s/
Walter Michalec |
|
Name:
|
Walter
Michalec |
|
Title: |
Chief
Financial Officer |
v3.24.1.1.u2
Cover
|
May 31, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
May 31, 2024
|
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 |
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|
Pre-commencement Tender Offer |
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|
Pre-commencement Issuer Tender Offer |
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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