What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-07-26 · 119 added, 162 removed, 97 unchanged (74% of the section changed)

Power Solutions, Inc.

and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “Pioneer

Power,” “we,” “our” and “us”) design, manufacture, integrate, refurbish, service, distribute

and sell electric power systems, distributed energy resources, power generation equipment and 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, electric, gas and water utilities, data center developers and owners, EV charging infrastructure

developers and owners, and distributed energy developers.

We are headquartered in Fort Lee, New Jersey and operate from three (3) additional

locations in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

of Business Segments

have two reportable segments:

Electrical Infrastructure Equipment (“Electrical Infrastructure”) and Critical Power Solutions

(“Critical Power”).

Electrical Infrastructure business provides equipment solutions that allow customers to effectively and efficiently protect, control,

transfer, monitor and manage their electric energy usage and requirements.

These solutions are marketed principally through our Pioneer

Custom Electrical Products Corp.

(“PCEP”) brand name.

Critical Power business provides customers with our suite of mobile e-Boost© EV charging solutions, power generation equipment

and all forms of preventative maintenance, repairs, remote monitoring and other equipment service on our customers’ equipment.

These products and services are marketed by our operations headquartered in Minnesota, currently doing business under our Pioneer

eMobility (“e-Boost”), Titan Energy Systems Inc.

(“Titan”) and Pioneer Critical Power brand names.

Infrastructure Segment

design, manufacture, integrate and sell a wide range of electrical distribution and control equipment.

Our focus since approximately

2020 has been to address the Distributed Generation (“DG”) and Electric Vehicle Charging Infrastructure markets.

compete in these markets with our E-Bloc product.

E-Bloc combines an automatic transfer switch, circuit protection and special programmable

controls into an integrated, compact outdoor system.

We believe that demand for our Electrical Infrastructure solutions is driven primarily

by customers’ demands to improve the cost of electricity, electrical resilience and reliability, and the world-wide transition

to lower carbon emissions.

addition, we distinguish ourselves by producing a wide range of highly engineered power solutions, typically integrating circuit protection,

metering and transmission schemes, as well as unitized medium and low voltage substations.

Electrical Infrastructure equipment is sold

either directly to end users, engineering, procurement and construction (“EPC”) firms, or through electrical distributors.

We serve customers in a variety of industries including, but not limited to, utilities, EV charging infrastructure integrators, data

center developers and owners, distributed energy resource developers, contractors, and renewable energy developers and producers.

of Electrical Infrastructure Segment Offerings

Integrated Power Centers (“IPC”):

outdoor power systems integrating any combination of the following, but not limited to:

switchgear, controls, engine generator sets,

energy storage, fuel cells, solar power, and EV charging solutions marketed and internally designated as “E-Bloc” power solutions.

Protective Equipment

Low and medium voltage switchgear, switchboards and automatic transfer switches.

engineer, manufacture and integrate these offerings at our facility in Southern California.

Power Segment

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.

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.

dollars are reported in thousands, except for share and per share amounts (unless otherwise noted).

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.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations – Recent Developments for more information regarding the PCEP Sale.

Sale, we currently have one reportable segment - Critical Power Solutions (“Critical Power”).

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”)

Critical Power business designs, manufactures and sells mobile EV charging solutions under our e-Boost suite of products, in addition

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critical operations.

of Critical Power Segment Offerings

of e-Boost Products

(Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity charging to EV truck and car owners at

any convenient location.

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.

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

Generation Equipment

of Critical Power Segment Product Offerings

e-Boost Products

e-Boost G.O.A.T.

(Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity 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

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.

individually or in multi-unit paralleled configurations.

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.

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.

service and maintenance:

Uninterruptible Power Supply (“UPS”) systems.

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.

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.

systems from major manufacturers.

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.

generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during

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believe we have established a stable platform from which to develop and grow our business lines, revenue, profitability and shareholder

We are focused on internal growth through operating efficiencies, new product development, customer focus and our continued migration

towards more highly-engineered products and specialized services.

We intend to significantly increase the percentage of our sales derived

from engineered-to-order products and differentiated services and believe this can be accomplished by targeting market segments such

as EV charging infrastructure, microgrid developers, national and regional retailers, water treatment facilities, data centers and independent

power producers which have growth characteristics exceeding the norm in our industry.

We are focused on internal growth through operating efficiencies, new product development, customer focus and broadening and deepening

our market penetration.

intend to build our revenue and net income through internal growth initiatives.

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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;

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;

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business processes to deliver consistency, quality and value to our customers.

Infrastructure Segment

intend to accomplish our growth objectives within our Electrical Infrastructure segment by concentrating on our ability to deliver scalable

solutions for the EV infrastructure, DG, and microgrid markets.

Our Electrical Infrastructure equipment can be used in many applications

and large vertical markets, including but not limited to, electrical, gas and water utilities, EV charging infrastructure integrators,

and solar, microgrid and data center developers.

Power Segment

our Critical Power business, we are actively marketing our preventive maintenance services to new national accounts including:

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believe that several of the key industry trends supporting future growth in our industry are as follows:

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 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.

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

Long-Term Demand for Electricity and Reliable Power — The Department of Energy’s Energy Information Administration,

or EIA, forecasts that total electricity use in the United States will increase by approximately 28% from 2011 to 2040.

This increase

is driven by anticipated population growth, economic expansion, increasing dependence on computing power throughout the economy and

the increased use of electrical devices in the home.

In order to meet growing demand for electricity in North America, substantial

investment in increased electrical grid capacity and efficiency will be required, as well as the addition of specialized equipment

Long-Term Demand for Electricity and Reliable Power — The Department of Energy’s

Energy Information Administration, or EIA, forecasts that total electricity use in the United

States will increase by approximately 28% from 2011 to 2040.

This increase is driven by anticipated

population growth, economic expansion, increasing dependence on computing power throughout

the economy and the increased use of electrical devices in the home.

In order to meet growing

demand for electricity in North America, substantial investment in increased electrical grid

capacity and efficiency will be required, as well as the addition of specialized equipment

to help ensure the reliability and quality of electricity for critical applications.

In response to these challenges, there is an

increasing trend among commercial and industrial companies to invest in on-site power sources, both for standby purposes in the event

of a catastrophic power outage, or to reduce the amount of electricity they draw from the utility grid during peak periods.

Expanding EV and Charging Infrastructure Market — A report from Allied Market Research in 2020 projected that the global

electric vehicle market will reach $803 billion by the year 2027, registering a compound annual growth rate (“CAGR”)

to these challenges, there is an increasing trend among commercial and industrial companies

to invest in on-site power sources, both for standby purposes in the event of a catastrophic

power outage, or to reduce the amount of electricity they draw from the utility grid during

peak periods.

Expanding EV and Charging Infrastructure Market — A report from Allied Market

Research in 2020 projected that the global electric vehicle market will reach $803 billion

by the year 2027, registering a compound annual growth rate (“CAGR”) of 22.6%.

North America is estimated to reach $194 billion by 2027, at a significant CAGR of 27.5%.

In 2010, only about 17,000 electric

vehicles were on the world’s roads.

By 2019, that number had swelled to 7.2 million and is increasing rapidly according to

the International Energy Agency.

Furthermore, in order for EV’s to grow at such a rapid pace, it is necessary that infrastructure

be built to allow for such growth.

In 2019, there were about 7.3 million chargers worldwide compared to an insignificant amount ten

years ago, and the EV infrastructure has become a global priority as major governments and corporations have committed to spending

In 2010, only about 17,000 electric vehicles were on the world’s roads.

By 2019, that

number had swelled to 7.2 million and is increasing rapidly according to the International

Energy Agency.

Furthermore, in order for EV’s to grow at such a rapid pace, it is necessary

that infrastructure be built to allow for such growth.

In 2019, there were about 7.3 million

chargers worldwide compared to an insignificant amount ten years ago, and the EV infrastructure

has become a global priority as major governments and corporations have committed to spending

billions of dollars towards building EV charging infrastructure.

In order to meet the rapidly growing demand for EV’s and the

infrastructure supporting it, substantial investment in grid connectivity and enhancement will be required.

the years ended December 31, 2023 and 2022, 100% of our sales were to U.S.

customers, represented in large part by companies involved

in DG, regulated and non-regulated utilities, and industrial and wholesale business.

During the years ended December 31, 2023 and 2022,

we sold our electrical equipment and services to over 900 individual customers, and our twenty largest customers represented approximately

82% and 77% of our consolidated revenue, respectively.

Approximately

42% and 20% of our sales during the year ended December 31, 2023 were made to Enchanted Rock Electric, LLC and Sequel Electrical

Supply, LLC, respectively.

Approximately 43% and 10% of our sales during the year ended December 31, 2022 were made to Enchanted

Rock Electric, LLC and Southern California Gas Company, respectively.

The majority of our sales to customers were made pursuant to

specific contract terms and conditions for each project.

Sales and Distribution

substantial portion of the products and services we offer are sold directly to customers by our marketing and sales personnel operating

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Our direct sales force and authorized representatives market our products and services

to end users and third parties, such as original equipment manufacturers, EPC firms, electrical wholesalers, energy developers and value-added

to end users and third parties, such as original equipment manufacturers and their dealers, state and local governments, fleet management

companies, school bus operators and various intermediary selling groups.

the year ended December 31, 2024, 87% of our sales were to U.S.

customers and 13% were to Canadian customers, compared to 100% of our

sales being to U.S.

customers for the year ended December 31, 2023.

This was largely driven by companies involved in distributed generation,

regulated and non-regulated utilities, and the industrial and wholesale sectors.

During the years ended December 31, 2024, and 2023,

we sold our electrical equipment and services to over 875 individual customers, and our 20 largest customers represented approximately

74% and 47% of our consolidated revenue, respectively.

Approximately

22% and 13% of our sales during the year ended December 31, 2024, were made to INF Associates, LLC and British Columbia Hydro and Power

Authority, respectively.

Approximately 14% of our sales during the year ended December 31, 2023, were made to Target Corporation.

majority of our sales to customers were made pursuant to specific contract terms and conditions for each project.

backlog, which consists of purchase orders and contracts from customers that we believe to be firm, reflects the amount of revenue that

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December 31, 2023.

During the year ended December 31, 2023, we experienced a surge in orders and contracts for our mobile EV charging solutions, e-Boost, which was the primary driver for the increase in our revenue backlog.

experience intense competition from a large number of electrical equipment manufacturers and from distributors and servicers of such

The number and size of our competitors varies considerably by product line and service category, with many of our competitors

tending to be small, highly specialized or focused on a certain geographic market area or customer.

However, several of our competitors

have substantially greater financial and technical resources than us, including some of the world’s largest electrical products

and industrial equipment manufacturing companies.

A representative list of our direct competitors in our Electrical Infrastructure segment

includes Crown Electric Engineering and Manufacturing, LLC, Industrial Electric Machinery, LLC, RESA Power, LLC, Switchgear Power Systems,

LLC, Myers Power Products, Inc.

and Powell Industries, Inc.

believe that we compete primarily on the basis of technical support and application expertise, engineering, manufacturing and service

capabilities, equipment rating, quality, scheduling and price.

In all our businesses, our objective is to focus our efforts on more specialized,

challenging and complex applications.

Accordingly, a critical element to the success of our business is responsiveness and flexibility

in providing custom-engineered solutions to satisfy customer needs.

As a result of our long-time presence in the industry, we possess

a number of special designs and libraries of programming code for our equipment that were engineered and developed specifically for our

We believe these factors give us a competitive advantage and that they are a major contributor to our frequency of repeat

customer orders and the longevity of our customer relationships.

During the year ended December 31, 2024, we experienced a surge in orders and contracts for our mobile EV charging

solutions, e-Boost, which was the primary driver for the increase in our revenue backlog.

experience intense competition from generator manufacturers and from distributors and servicers of such equipment.

The number and size

of our competitors varies considerably by product line and service category, with many of our competitors tending to be small, highly

specialized or focused on a certain geographic market area or customer.

A representative list of our direct competitors includes EV Power

Pods LLC, DD Dannar LLC, Yoshi Inc., Caterpillar Inc., Cummins Inc.

and Interstate Power Systems, Inc.

Materials and Suppliers

principal raw materials purchased by us are steel, copper, sensors, circuit breakers, meters, cassettes and relays.

We also purchase

certain electrical components such as switches, fuses, protectors and circuit breakers from a variety of suppliers.

These raw materials

and components are available from and supplied by numerous sources at competitive prices.

Unanticipated increases in raw material prices

or disruptions in supply could increase production costs and adversely affect our profitability.

Our largest suppliers during the year

ended December 31, 2023 included Industrial Connections & Solutions, LLC, Royal Industrial Solutions, Schweitzer Engineering Laboratories,

Inc., Eaton Corporation and Thyssenkrupp Materials NA.

principal materials purchased by us are certain electrical and engine components such as generators, transfer switches, electric vehicle

chargers and related parts from a variety of suppliers.

These components are available from and supplied by numerous sources at competitive

Unanticipated increases in component prices or disruptions in supply could increase production costs and adversely affect our

profitability.

Our largest suppliers during the year ended December 31, 2024, included Taylor Power Systems, Inc., Gillette Generators

Inc., Winco, Inc.

and Kelly Generator & Equipment, Inc.

and Development

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development (“R&D”), licensing of intellectual property and acquisition of third-party businesses and technology.

the year ended December 31, 2023, we incurred $885 of R&D costs related to our mobile EV charging solutions, e-Boost.

incur any R&D costs during the year ended December 31, 2022.

of December 31, 2023, we had 143 employees consisting of 41 salaried staff and 102 hourly workers.

Certain of our employees located at

our manufacturing facility in Santa Fe Springs, California are covered by a collective bargaining agreement with Local Union 1710 of

the International Brotherhood of Electrical Workers, AFL-CIO that expires in June 2027.

the years ended December 31, 2024 and 2023, we incurred $1,050 and $885, respectively, of R&D costs related to our mobile EV charging

solutions, e-Boost.

of December 31, 2024, we had 60 employees consisting of 59 full-time employees and 1 part-time employee.

Environmental

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Delaware corporation, for the sole purpose of changing our state of incorporation from Nevada to Delaware and changing our name to “Pioneer

Power Solutions, Inc.” On September 24, 2013, we completed an underwritten public offering and our common stock began trading on

the Nasdaq Capital Market under the symbol “PPSI”.

Power Solutions, Inc”.

On September 24, 2013, we completed an underwritten public offering, and our common stock began trading

on the Nasdaq Capital Market under the symbol “PPSI”.

corporate website is located at www.pioneerpowersolutions.com.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business