What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-03-30 · 91 added, 81 removed, 236 unchanged (42% of the section changed)

General Business Overview

Power Solutions International, Inc., incorporated under the laws of the state of Delaware in 2011, designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets.

The Company manages the business as a single segment.

The Company manages the business as a single reportable segment.

The Company’s products are primarily used by global original equipment manufacturers (“OEMs”) and end-user customers across a wide range of applications and equipment that includes standby and prime power generation, demand response, microgrid, combined heat and power, arbor equipment, material handling (including forklifts), agricultural and turf, construction, pumps and irrigation, compressors, utility vehicles, light- and medium-duty vocational trucks, and school and transit buses.

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The Company’s end markets, product categories and equipment are as highlighted in the following table:

End Market Product Categories Equipment/Products

Energy Electric Power Generation (“Gensets”)

End Market Product Categories Equipment/Products (End Use)

Power Systems (Energy)* Electric Power Generation (“Gensets”)

Large Custom Genset Enclosures Mobile and Stationary Gensets for:

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Terminal and Utility Tractors

* In 2022, the Company renamed the Energy end market to Power Systems.

There were no changes to the product categories or equipment/products (end use).

The Company’s sourced and internally designed and manufactured engine blocks are engineered and integrated with associated components in a range of configurations that includes basic engine blocks integrated with appropriate fuel system parts as well as completely packaged power systems that include combinations of front accessory drives, cooling systems, electronic systems, air intake systems, fuel systems, housings, power takeoff systems, exhaust systems, hydraulic systems, enclosures, brackets, hoses, tubes, packaging, telematics and other assembled componentry.

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The Company’s comprehensive power systems are tested and validated to meet quality, safety, durability and global environmental standards and regulations.

The Company’s engines and power systems include both emission-certified compression and spark-ignited internal combustion engines ranging from 0.99 liters (“L”) to 53L of displacement, which are enabled by advanced controls to run on a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets.

Impact of COVID-19 and Oil and Gas Market Volatility

COVID-19 and other Recent Business Impacts

The ongoing COVID-19 pandemic has resulted in the implementation of significant governmental measures to control the spread of the virus, including quarantines, travel restrictions, business shutdowns and restrictions on the movement of people in the United States and abroad.

During 2020, the global economy experienced substantial turmoil which led to challenging market conditions across certain areas of the Company’s business.

Due to unprecedented decreases in demand, an oil price war, and economic uncertainty resulting from the COVID-19 pandemic, average crude oil prices were considerably lower in 2020 as compared to 2019.

However, since May 2020 through the date of this 2020 Annual Report, crude oil prices have increased.

A significant portion of the Company’s sales and profitability is derived from the sale of products that are used within the oil and gas industry.

While the Company did not experience significant supply chain interruptions or material cancellations of orders during 2020, the Company did see a decline in orders and lower volumes compared to the prior year.

In early 2021, the Company experienced delays in its supply chain due to temporary shortages of raw materials and container delays of overseas materials as bottlenecks occurred at ports in Asia and North America.

This, in turn, has caused delivery delays to some of the Company’s customers.

The Company is also experiencing inflationary cost pressures for certain materials and is working to mitigate the impact through price increases and other measures, where possible.

The potential for continued disruptions, economic uncertainty, inflationary cost pressures, and unfavorable oil and gas market dynamics may have a material adverse impact on the timing of

delivery of customer orders and the levels of future customer orders.

Accordingly, these challenges may have a material adverse impact on the Company’s future results of operations, financial position, and liquidity.

These factors, in turn, may not only continue to impact the Company’s operations, financial condition and demand for the Company’s goods and services, but its overall ability to react timely to mitigate the impact of these events.

The timing and execution of the strategic initiatives and growth strategies discussed below may be adversely impacted by the COVID-19 pandemic including the related oil and gas market dynamics.

During 2020 and 2021, as a result of the COVID-19 pandemic, the global economy experienced substantial turmoil, which led to challenging market conditions across certain areas of the Company’s business.

In addition, due to unprecedented decreases in demand, an oil price war, and economic uncertainty resulting from the COVID-19 pandemic, average crude oil prices were considerably lower in 2020 as compared to prices at the end of 2019.

At year-end 2021, crude oil prices were 55% above prices at year-end 2020.

However, U.S.

rig counts have been slower to return as the average count for 2021 was up 10% versus 2020 and average rig counts remain significantly below the full year 2019 average.

Meanwhile, the Company believes that capital spending within the U.S.

oil markets during 2021 remained well below 2019 levels.

These factors have contributed to a continued challenging environment for the sale of the Company’s oil and gas related products during 2021.

A significant portion of the Company’s sales and profitability has historically been derived from the sale of products that are used within the oil and gas industry.

In addition, the Company experienced delays in its supply chain during 2021 due to temporary shortages of raw materials and container delays of overseas materials as bottlenecks occurred at ports in Asia and North America.

This, in turn, caused delivery delays to some of the Company’s customers.

The Company also experienced inflationary cost pressures for certain materials and shipping-related costs.

Additionally, the Company has also experienced higher tariff costs as a result of the non-renewal of certain tariff exclusions that expired at the end of 2020.

The Company is working to mitigate the impact of these matters through price increases and other measures, such as seeking certain tariff exclusions, where possible.

The potential for continued disruptions, economic uncertainty, and unfavorable oil and gas market dynamics may have a material adverse impact on the timing of delivery of customer orders and the levels of future customer orders.

Lastly, during 2021, the Company incurred significantly higher legal costs due to its obligation to indemnify certain former officers and employees of the Company.

Specifically, spending activity was elevated during 2021 due to the USAO trial involving former officers and employees of the Company that occurred during the year.

With a verdict reached in the USAO trial matter in September 2021, the Company believes its costs related to the matter will cease.

However, at this time, the Company is not able to estimate the potential future amount of its indemnity obligations related to the pending SEC matter involving prior officers and employees.

Commitments and Contingencies for further discussion of the Company’s indemnification obligations.

Accordingly, the above challenges may continue to have a material adverse impact on the Company’s future results of operations, financial position, and liquidity.

Strategic Initiatives/Growth Strategies

The Company has initiated a comprehensive set of business objectives aimed at improving profitability, streamlining processes, strengthening the business and focusing on achieving growth in higher-return product lines.

The Company continues to execute against a comprehensive set of business objectives aimed at improving profitability, streamlining processes, strengthening the business and focusing on achieving growth in higher-return product lines.

Key elements of these objectives and other initiatives are highlighted below.

Improve profitability

The Company has implemented a plan focused on enhancing profitability through the review of its customer and product portfolio.

The Company continues to execute on its plan to enhance profitability through the review of its customer and product portfolio.

To date, this has resulted in strategic price increases in certain areas of the business, along with product redesign and the re-sourcing of certain components, to support improved margins.

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The Company also continues to transform its manufacturing operations through the ongoing adoption of lean, agile and flexible lines, which provides opportunities for improved efficiency, margins and profitability, particularly as volume and sales improve.

It has also been investing heavily in the expansion of its heavy-duty engine product line, which has historically provided better margins.

Further, the Company is in the early phases of production of certain products and anticipates potential benefits as it gains improved economies of scale through greater volumes.

Lastly, from mid-2016 through mid-2020, the Company incurred substantial costs related to its restatement of prior financial statements.

The Company saw a meaningful reduction in professional services fees related to the Company’s efforts to restate prior period financial statements and prepare, audit and file delinquent financial statements with the SEC with the completion of the restatement of its prior financial statements in May 2019 and the filing of all delinquent periodic reports in June 2020.

However, the Company continues to incur substantial legal costs related to these matters, including for its obligations to indemnify past and present directors and officers and certain current and former employees with respect to the investigations conducted by the SEC and the criminal division of the USAO, which will be funded by the Company with its existing cash resources due to the exhaustion of its historical primary directors’ and officers’ insurance coverage.

The Company has also been investing heavily in the expansion of its heavy-duty engine product line, particularly through its collaboration with Weichai.

This product line has historically provided better margins.

During 2021, the Company continued to incur substantial legal costs related to governmental investigation matters and its obligations to indemnify certain former officers and employees of the Company.

Specifically, spending activity was elevated during 2021 due to the USAO trial involving former officers and employees of the Company that occurred.

With a verdict reached in the USAO trial matter in September 2021, the Company believes its costs related to the matter will cease.

However, at this time, the Company is not able to estimate the potential future amount of its indemnity obligations related to the pending SEC matter involving prior officers and employees.

The Company also continues to incur costs related to the remediation of the deficiencies in its internal control over financial reporting and for the enhancement of its corporate compliance program pursuant to the Non-Prosecution Agreement (“NPA”) with the USAO.

Upon the conclusion of these matters, the Company expects to see its expenses decline.

Upon the conclusion of these matters, the Company expects to see a decline in these expenses.

Warranty expense mitigation efforts

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The Company also continues to make investments in technology to further enhance its tools and processes.

Streamlining of business processes

Streamlining of business processes and footprint rationalization

The Company has an ongoing program to review and identify cost reductions throughout the organization.

As part of this program, the Company continues to adopt tighter controls, monitors major areas of spending and is centralizing certain business processes.

As part of this program, the Company has adopted tighter controls, monitors major areas of spending and is centralizing certain business processes.

During 2021, the Company took rightsizing actions to align its staffing with current needs, while also streamlining certain roles.

These actions, when coupled with attrition, contributed to the reduction headcount by approximately 100 positions totaling approximately 12.5%.

The Company continues to review its facilities footprint in light of its current and planned business mix and its evolving needs.

To date, these efforts resulted in the exit and sublease of its Hanover Park, IL materials and warehousing facility which is expected to generate annualized savings of approximately $1.3 million.

with approximately $0.9 million expected to be realized in 2022.

Strengthen the business through the optimization of business systems and technology

The Company is working to strengthen its business through the optimization of its business systems and technology to support the remediation of internal controls, improve processes, drive greater operational efficiencies and provide better and timelier decision making across the organization.

As part of this initiative, the Company is working on the reimplementation of its Enterprise Resource Planning system.

As part of this initiative, the Company is working on the continued enhancement and optimization of its Enterprise Resource Planning system and associated workflows.

Grow the business in the highest return on investment areas

The Company has been a major participant in the energy market for many years as a supplier to several of the world’s leading power generation companies and through its large custom Generator Set (“Genset”) enclosure business.

Building on its broad product offering, in March 2018, October 2018, and October 2019, the Company received EPA certification for its 32L, 40L, and 53L heavy-duty engines, respectively.

The Company has been a major participant in the power systems market for many years as a supplier to several of the world’s leading power generation companies and through its large custom Generator Set (“Genset”) enclosure business.

Building on its broad product offering the Company received EPA certification for its 32L and 40L heavy-duty engines in 2018 and for its 53L heavy-duty engines in 2019.

These heavy-duty engines provide a natural-gas-fueled power range from 500 kilowatt-electric (“kWe”) to 1.25 megawatt (“MW”), which is well above the Company’s prior capabilities, allowing it to serve a greater portion of the demand response, microgrid, combined heat and power, and oil and gas markets.

Additionally, in

September 2019, the Company received EPA emergency standby certification for its 20L, 40L and 53L diesel engines, which provide a power range of 550 kWe to 1.65 MW.

These diesel engines are largely designed for energy market applications including emergency power, wastewater treatment, and oil and gas exploration and production.

Additionally, in 2019, the Company received EPA emergency standby certification for its 20L, 40L and 53L diesel engines, which provide a power range of 550 kWe to 1.65 MW.

These diesel engines are largely designed for power systems market applications including emergency power, wastewater treatment, and oil and gas exploration and production.

Also, the engines can handle mission critical customer operations in the health care, data center, hospitality and transportation industries.

In addition to dedicating significant R&D resources within the energy market, the Company has also strategically invested in expanding its management, sales and operations staff to support these efforts.

In addition to dedicating significant R&D resources within the power systems end market, the Company has also strategically invested in expanding its management, sales and operations staff to support these efforts.

The Company’s heavy-duty engines have historically provided better margins.

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By leveraging the deep industry experience of its engineering and new-product development teams, the Company is continuing to take steps to broaden the range of its power system product offerings, including engine classes, power ratings and the OEM and direct user market categories into which it supplies products.

The Company plans to capitalize on its technologically sophisticated, in-house design, prototyping, testing and application engineering capabilities to further refine its superior power system technology.

Leverage the Company’s relationship with Weichai

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Under the terms of the SPA, Weichai invested $60.0 million in the Company (the “Weichai Transactions”) by purchasing a combination of newly issued Common Stock and preferred stock, par value $0.001 (the “Preferred Stock”), as well as a stock purchase warrant, which significantly strengthened the Company’s financial condition and contributed to the extinguishment of its $60.0 million term loan in 2017.

Weichai has also provided support for PSI’s business and operations through various shareholder loan agreements as described in Part II, Item 7.

Liquidity and Capital Resources .

The Company and Weichai also entered into a strategic collaboration agreement (the “Collaboration Agreement”) under which they have been working together to accelerate market opportunities for each company’s respective product lines across various geographic and end-user markets.

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The Collaboration Agreement had a term of three years that was set to expire in March 2020.

On March 26, 2020, the Collaboration Agreement was extended for an additional term of three years.

In March 2020, the Collaboration Agreement was extended for an additional term of three years.

Also, through the Company’s relationship with Weichai, it has access to Weichai’s ‘New Energy’ product portfolio and is exploring product diversification opportunities in the areas of battery storage and electrification.

The Weichai stock purchase warrant, as last amended (the “Weichai Warrant”), was exercisable commencing on April 1, 2019 for such number of shares of the Company’s Common Stock as was sufficient to provide Weichai with majority ownership of the Company’s Common Stock.

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The Company sees long-term opportunity in continuing to grow its business worldwide with further R&D investment including new-product development and offerings.

Strengthened engine development and testing capability

In April 2018, the Company acquired the assets of Chicago Technical Center R&D facility from Ricardo, Inc.

This transaction has allowed the Company to significantly strengthen and expand its testing capabilities and increase its capacity to meet current and future engine development, certification and durability testing needs.

The advanced R&D facility immediately provided three strategic benefits for the corporate engine programs:

(i) increased speed to market response, (ii) greater ability to innovate and optimize product performance and reliability, and (iii) lower cost of product development through direct control of in-house EPA and CARB-certified testing cell operations, scheduling and management of the industry-leading engine testing center.

In January 2022, PSI and Baudouin, a subsidiary of Weichai, entered into an international distribution and sales agreement which enables Baudouin to bring PSI’s power systems line of products into the European, Middle Eastern, and African markets.

In addition to sales, Baudouin will manage service, support, warranty claims, and technical requests.

PSI is optimistic that this agreement will offer enhanced global growth opportunities, particularly in Europe.

Sales and Marketing

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Research, Development and Engineering

The Company’s research, development and engineering programs are focused on new product development, enhancements to current products, quality improvements and material cost reductions across its product lines.

The Company’s research, development and engineering programs are focused on new product development, enhancements to current products, in addition to performance and quality improvements across its product lines.

Its efforts are market driven, with the sales team identifying and defining market requirements and trends and its engineering and new-product development groups reviewing existing power system portfolios and developing new solutions that build upon the technology within that portfolio.

The Company’s product and application development engineering teams include in-house mechanical and electrical engineering functions.

The Company’s product and application development engineering teams include in-house mechanical and electrical engineering functions, including advanced engine modeling, simulation, analysis and testing.

Internal resources are supplemented with engineering outsourcing relationships for design, development and product testing.

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Financial Statement and Supplemental Information for further discussion.

The Company had an exclusive third-party supply agreement with GM through December 31, 2019 to purchase and distribute GM 6.0L engines to on-highway customers.

With the GM announcement that it will discontinue its production of the GM 6.0L engine, the Company conducted last-time buys of this engine during 2019 and 2020, and anticipates some additional purchases during 2021, to ensure adequate supply to certain transportation customers .

The Company had an exclusive supply agreement with GM through December 31, 2019 to purchase and distribute GM 6.0L engines to on-highway customers.

With the GM announcement that it will discontinue its production of the GM 6.0L engine, the Company conducted last-time buys of this engine during 2019 through 2021 (including certain engines where prepayment was provided), to ensure adequate supply to certain transportation customers .

At December 31, 2021, the Company had fully exhausted its stock of engines where prepayment was provided and holds a small quantity of other GM 6.0L engines which it expects to deliver to customers throughout 2022.

The Company does not have a supply agreement with GM for its successor product to the GM 6.0L engine;

However, the Company is actively exploring opportunities to identify engine alternatives for this product.

however, it will source the 6.0L through a GM designated third party manufacturer.

The Company is also party to a supply agreement with SAME through December 31, 2022 for the exclusive purchase and distribution of engines around the world, with the exception of China (including Hong Kong, Macao and Taiwan), within the forklift and marine markets.

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It approves, through its human resources department, the replacement of key positions that it believes are critical to sustaining improved business performance and analyzes departure data to continually improve upon the experience of employees.

Turnover for salaried employees in 2020 was 9.7%.

The Company’s talent management and succession planning process includes the identification of key positions based on current and future business strategies, the identification of potential successors, and a plan for talent development.

Turnover for salaried employees in 2021 was approximately 33%.

The Company’s talent management and succession planning process includes the identification of key

positions based on current and future business strategies, the identification of potential successors, and a plan for talent development.

The Company focuses on attracting and retaining the best employees by providing market competitive pay and benefits.

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In response to the COVID-19 pandemic and to support the Company’s customers and communities, the Company made keeping employees safe a priority.

Most of the Company’s employees who can work from home have been doing so since the outbreak of the COVID-19 pandemic.

This has allowed the Company to focus resources and investments on its R&D and production facilities including the following steps to help protect the health and safety of employees:

• mandatory temperature screenings at plants and facilities for all employees;

Many of the Company’s employees have the ability to work from home and continue to have that option since the outbreak of the COVID-19 pandemic.

Recently, the Company has made efforts to transition employees back into the office environment.

However, the Company continues to focus resources and investments on its R&D and production facilities including the following steps to help protect the health and safety of e mployees:

• visitor/vendor questionnaires for all non-employees entering the Company’s facilities;

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• masks required inside open plants and facilities.

• redesigned exits, entrances, and production lines to encourage social distancing;

• enhanced cleaning protocols before, during, and after shifts.

Environmental Matters

The Company’s reporting facilities follow the guidelines required for its federally enforceable state operating permits (FESOP) used with the Illinois environmental protection agency (IEPA), and the Wisconsin department of natural resources (WDNR) Type-B permit guidelines.

This includes monitoring the emissions produced from these locations as part of the requirements within the states PSI operates.

A majority of PSI's current production utilizes traditional utility supply.

PSI’s production processes that require product testing rely on liquid propane and natural gas fuels, which produce lower emissions than diesel and gasoline.

The Company is committed to producing high quality products that provide reduced emissions and to operating its facilities in a manner that mitigates their impact on the environment.

For the full year ended 2021, just over 50% of the engines sold run on either propane or natural gas.

Also, the Company has taken the following steps to enhance its sustainability:

• updated most of the interior/exterior lighting in its buildings to LED lighting.

As lamps or fixtures burn out or require replacement, they are converted to LED (if not already) as a measure of energy conservation;

• recycling of certain materials including cardboard, metal, wood scrap, used oil and antifreeze, and metal processing coolants and lubricants reclamation;

• reduced loaded hot testing of large displacement engines due to quality improvements (reduces noise, emissions and fuel consumption)

The Company intends to continue exploring additional avenues for greater sustainability through new product development and the exploration of additional operational opportunities.

Impact of Government Regulation

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These regulations generally serve to restrict exhaust emissions, with a primary focus on oxides of nitrogen, hydrocarbons and carbon monoxide.

Exhaust emission regulations for engines used in off-highway industrial and power generation equipment vary based upon the use of the equipment into which the engine is incorporated (such as stationary power generation or mobile off-highway industrial equipment) and the type of fuel used to drive the power system.

drive the power system.

Similarly, on-road regulations from the EPA and CARB focus on the same exhaust constituents as well as sophisticated requirements to meet on-board diagnostic (“OBD”) system regulations.

Emissions of GHGs such as carbon dioxide, methane and nitrogen dioxide are also regulated, with more stringent regulatory requirements starting in 2021.

Emissions of GHGs such as carbon dioxide, methane and nitrogen dioxide are also regulated, with more stringent requirements which started in 2021.

The Company continues to make significant investments into the necessary intellectual property that supports full compliance of the Company’s engines now and into the foreseeable future.

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In order to address the impact of the transition of its emission regulation requirements in 2020 and 2021, the Company licensed its technology to a third-party small manufacturer to produce and certify the 6.0L gasoline engine and utilized averaging, banking, and trading compliance provisions for the sale of its 8.8L gasoline engine.

The Company is also utilizing averaging, banking, and trading compliance provisions for compliance with the EPA Phase 2 GHG emission regulations.

The Company is utilizing averaging, banking, and trading compliance provisions for compliance with the EPA Phase 2 GHG emission regulations.

The initial and ongoing certification requirements vary by power system application and market segment.

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Once a power system is certified, regulatory agencies impose ongoing compliance requirements, which include testing newly produced power systems on a regular quarterly schedule to ensure ongoing compliance with applicable regulations.

In addition, there are field audit requirements, which require the removal of power systems from service at specified stages of their useful lives to perform confirmatory exhaust emissions testing and/or OBD

system audits and testing.

All of the Company’s emission-certified power systems meet existing exhaust emission standards of the EPA and CARB.

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Klein 48 2018 Chief Financial Officer

Winemaster 56 2017 Executive Vice President

Jason Lin 67 2019 Chief Quality Officer

(Dino) Xykis 63 2020 Chief Technical Officer

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Klein has served as the Chief Financial Officer since January 2021 and as the Principal Accounting Officer since May 14, 2018.

Klein previously served as PSI’s Interim Chief Financial Officer from July 20, 2020 to January 19, 2021 and PSI’s Corporate Controller from May 14, 2018 to July 20, 2020.

Klein previously served as the Company’s Interim Chief Financial Officer from July 20, 2020 to January 19, 2021 and the Company’s Corporate Controller from May 14, 2018 to July 20, 2020.

Prior to joining the Company, he served as Assistant Corporate Controller at Littelfuse, Inc., a publicly traded company on the NASDAQ, with customers in the electronics, automotive and industrial markets with products that include fuses, semiconductors, polymers, ceramics, relays and sensors.

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Prior to Navistar, he worked for Hewitt Associates as Manager of External Reporting and at Ernst & Young LLP as a senior manager of assurance and advisory services.

Winemaster was appointed as Executive Vice President on November 28, 2017.

Winemaster served as the Company’s Senior Vice President from 2001 to 2017 and also served as the Company’s Secretary from 2001 to 2013.

In addition, Mr.

Winemaster served as a Director of the Company from 2001 to 2011.

Winemaster has served on the Board of Directors of Avon Old Farms School, an independent boarding school in Connecticut, since 2014.

He served on the Caterpillar Industrial Strategy Council from 2001 to 2015, a council that developed market strategy for Perkins Distributors and CAT Dealers in North America.

Jason Lin was appointed as the Chief Quality Officer on March 15, 2021 after serving as Chief Technical Officer since June 2019.

His role as Chief Quality Officer includes the oversight of the Company’s Total Quality System, including setting up corporate wide quality structure, processes and organizations, including the central quality group and each related functional area;

building close loop measures and continuously improving processes with selected tools, and reducing warranty expenses and increasing customer satisfaction.

Lin served as a member of the Company’s Board of Directors (the “Board”) from May 2017 until June 2019.

From 2009 to July 2016, Mr.

Lin served as Chief Executive Officer and President of Société Internationale des Moteurs Baudouin, a France-based marine engine manufacturing subsidiary of Weichai Power Co., Ltd., a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange.

During this tenure, he also served as an Executive Technical Director and adviser to the Chairman of Weichai Power Co., Ltd.

From February 2001 to July 2006, Mr.

Lin was employed by International Truck and Engine Corporation, a truck, bus and diesel engine manufacturer subsidiary of NYSE-listed Navistar International Corporation, in engineering management positions.

Earlier in his career, Mr.

Lin was employed in engineering positions by Cummins Engine Company, a NYSE-listed company and worked in Japan for Komatsu-Cummins Engine Company as Vice President.

(Dino) Xykis was appointed as the Chief Technical Officer on March 15, 2021.

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Xykis also served as Adjunct Professor of Mechanical Engineering and Mechanics at the Milwaukee School of Engineering and previously served on the audit and compensation committees of the Board of Directors of Image Sensing Systems, a publicly traded company on NASDAQ, from 1996 to 2001.

Xykis has also served on the advisory board of CEGE, College of Science and Engineering, University of Minnesota for the past eight years.

Xykis has also served on the advisory board of Civil, Environmental, and Geo-Engineering, College of Science and Engineering, University of Minnesota for the past eight years.

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