-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FV77fBhWCbOhRzKW+xxZZHaeG2GY0KTC3ffFMPtxjwa+0VgZZjm4Bvd49Pta7AzX yohWTMIyXrI9PPH73H+hdw== 0001213900-10-000944.txt : 20100317 0001213900-10-000944.hdr.sgml : 20100317 20100317121200 ACCESSION NUMBER: 0001213900-10-000944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100310 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER POWER SOLUTIONS, INC. CENTRAL INDEX KEY: 0001449792 STANDARD INDUSTRIAL CLASSIFICATION: POWER, DISTRIBUTION & SPECIALTY TRANSFORMERS [3612] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-155375 FILM NUMBER: 10688091 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-867-0700 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA CONCEPTS, INC. DATE OF NAME CHANGE: 20081112 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA CONCEPTS DATE OF NAME CHANGE: 20081112 8-K 1 f8k031010_pioneer.htm FORM 8-K f8k031010_pioneer.htm


 
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 10, 2010
 
PIONEER POWER SOLUTIONS, INC.

 
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
333-155375
 
26-3387077
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

9 West 57th Street
26th Floor
New York, New York
 
10019
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (212) 867-0700
 
(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:
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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Item 2.02.     Results of Operations and Financial Condition.
 
On March 10, 2010, Pioneer Power Solutions, Inc. issued a press release announcing its results for the fiscal year ended December 31, 2009. A copy of the press release is attached to this report as Exhibit 99.1 and is being furnished pursuant to Item 2.02 of Form 8-K. The information contained in the press release is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits
 
99.1
Press Release, dated March 10, 2010

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
    PIONEER POWER SOLUTIONS, INC.
     
     
 Dated: March 17, 2010  By:        /s/ Nathan J. Mazurek
     Name: Nathan J. Mazurek
     Title:  Chief Executive Officer
 
 
 
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EX-99.1 2 f8k031010ex99i_pioneer.htm PRESS RELEASE, DATED MARCH 10, 2010 f8k031010ex99i_pioneer.htm
Exhibit 99.1
 
Pioneer Announces Record 2009 Results, Earnings More Than Double Versus Last Year
 
New York, NY — March 10, 2010 — Pioneer Power Solutions, Inc. (OTCBB: PPSI), a manufacturer of liquid-filled electric transformers for utility, industrial and commercial applications, today announced results for the year ended December 31, 2009.
 
Full year 2009 results were highlighted by:
 
·  
Revenue of $40.6 million
·  
Gross margin increase to 29.2%
·  
Operating income of $7.9 million
·  
Net earnings of $5.1 million
·  
Earnings per share of $0.22, versus $0.09 last year
 
“Achieving these solid 2009 results, despite challenging economic conditions, reflects the strength of our product offerings and dedication of our employees,” said Nathan Mazurek, Chairman and Chief Executive Officer. “Our record earnings were achieved by aggressively managing our product mix towards larger, more highly-engineered products; products designed for the specific needs and applications of our customers.” Mazurek continued, “the expansion of our manufacturing facility, scheduled for completion in the fourth quarter of 2010, will enable us to continue our migration towards these larger and more complex products while providing some much-needed additional production capacity.”
 
Mr. Mazurek concluded, “While the overall economy remains fragile, we are optimistic about our long-term prospects given our expansion plans and our two new contracts with Hydro-Québec announced last week. We are dedicated to growing our business organically, though we believe we are well-capitalized to make strategic acquisitions of companies with strengths in niche market segments not presently served by us, or that would extend the scale and scope of our business into new products, channels and geographies.”
 
For a full presentation of Pioneer’s 2009 financial performance, including audited financial statements and management’s discussion of the company’s financial condition and results of operations, please refer to the Form S-1/A filed with the Securities Exchange Commission on March 10, 2010.
 
 
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PIONEER POWER SOLUTIONS, INC.
Consolidated Statements of Earnings
(Audited)
 
   
Year Ended
December 31, 2009
   
Year Ended
December 31, 2008
 
Sales
  $ 40,596,576     $ 43,884,261  
Cost of Goods Sold (including depreciation of $139,463 in 2009, $117,566 in 2008)
    28,733,839       34,895,796  
                 
Gross Margin
    11,864,737       8,988,465  
Expenses:
 
Selling, General and Administrative
    4,052,459       4,205,135  
Depreciation
    167,614       174,043  
Foreign Exchange Loss (Gain)
    (272,026 )     (98,428 )
                 
Total Operating Expenses
    3,948,047       4,280,705  
Operating Income
    7,916,690       4,707,715  
Interest & Factoring Fees
    (311,498 )     (512,421 )
Write-down of Advances to Limited Partners of a Shareholder
    0       (700,335 )
                 
Earnings Before Income Taxes
    7,605,192       3,494,959  
Income Taxes:
 
Current Income taxes
    2,488,000       1,265,000  
Deferred Income taxes
    2,000       92,000  
                 
      2,490,000       1,357,000  
                 
Net Earnings
  $ 5,115,192     $ 2,137,959  
Basic and Diluted Weighted Average Number of Common Shares Outstanding
    23,292,603       22,800,000  
Basic and Diluted Earnings Per Common Share
  $ 0.22     $ 0.09  
 
 
 
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PIONEER POWER SOLUTIONS, INC.
Condensed Consolidated Balance Sheet
(Audited)
 
   
December 31, 2009
   
December 31, 2008
 
ASSETS
 
Current Assets
  $ 13,588,113     $ 10,726,939  
Net Property, Plant and Equipment
    987,261       827,672  
Other Assets
    20,171       0  
                 
Total Assets
  $ 14,595,545     $ 11,554,611  
LIABILITIES & EQUITY
 
Current Liabilities
    4,626,736       8,999,809  
Long-term Debt Due After One Year
    0       111,519  
Deferred and Other Liabilities
    361,751       327,915  
Shareholders' Equity
    9,607,058       2,115,368  
                 
Total Liabilities and Shareholders Equity
  $ 14,595,545     $ 11,554,611  
 
 
About Pioneer Power Solutions, Inc.
 
Through its subsidiaries, Pioneer has been engaged in the design, development and manufacturing of liquid-filled power, distribution and specialty electric transformers for over 50 years. Pioneer serves customers in a variety of industries with particular emphasis on the electric utility, industrial and commercial construction markets in Canada and the United States. To learn more about Pioneer, please visit our website at at www.pioneerpowersolutions.com.
 
Contact:
Mitchell Benus
Pioneer Power Investor Relations
+1 347 326 8573
investors@pioneerpowersolutions.com
 
 
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Forward-looking Statements:
This press release contains certain "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 associate d with: (i) fluctuations in foreign currency exchange rates; (ii) the loss of significant customers; (iii) increases in the prices of raw materials; (iv) development of new products and service offerings; (v) the company's ability to integrate acquisitions; (vi) the effectiveness, profitability, and marketability of the company's current and prospective products and services; (vii) the impact of current, pending, or future legislation and regulation on the company's industry; and (viii) the impact of competitive products, services, pricing or technological changes. 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 Form S-1/A filed with the SEC on March 10, 2010. Investors and security holders are urged to read this document free of charge on the SEC's web site at www.sec.gov. The company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
 
 
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