POWER SOLUTIONS INTERNATIONAL INC
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 14, 2024
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Item 15. Exhibits, Financial Statement Schedules
| The following Financial Statements are filed as a part of this report: | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm | 36 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 38 |
| Consolidated Statements of Income for 2023 and 2022 | 39 |
| Consolidated Statements of Stockholders’ Deficit for 2023 and 2022 | 40 |
| Consolidated Statements of Cash Flows for 2023 and 2022 | 41 |
| Notes to Consolidated Financial Statements | 42 |
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
EXHIBIT INDEX
The following documents listed below that have been previously filed with the SEC (1934 Act File No. 001-35944) are incorporated herein by reference:
| Incorporated by Reference Herein | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · Exhibit · Filing Date · File No. | ||||||
| 2.1 | † | Agreement and Plan of Merger dated April 29, 2011, by and among Format, Inc., PSI Merger Sub, Inc. and The W Group, Inc. | 8-K | 2.1 | 05/05/2011 | 000-52213 |
| 2.2 | Stock Purchase Agreement, dated as of April 1, 2014, by and among Power Solutions International, Inc., Carl L. Trent, Kenneth C. Trent and CKT Holdings, Inc. | 8-K | 10.1 | 04/02/2014 | 001-35944 | |
| 3.1 | Certificate of Incorporation of Power Solutions International, Inc., a Delaware corporation, originally filed with the Secretary of State of the State of Delaware on August 12, 2011. | S-1/A | 3.4 | 08/19/2011 | 333-174543 | |
| 3.2 | Amended and Restated Bylaws of Power Solutions International, Inc. | 8-K | 3.1 | 08/18/2015 | 001-35944 | |
| 3.3 | Form of Certificate of Designation of Series B Convertible Perpetual Preferred Stock of Power Solutions International, Inc. | 8-K | 3.1 | 03/27/2017 | 001-35944 | |
| 3.4 | Second Amended and Restated Bylaws of Power Solutions International, Inc., dated as of December 23, 2020. | 8-K | 3.1 | 12/31/2020 | 001-35944 | |
| 4.1 | Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 4.11 | 05/04/2020 | 001-35944 | |
| 10.1 | †† | Power Solutions International, Inc. 2012 Incentive Compensation Plan. | 8-K | 10.3 | 06/07/2012 | 000-52213 |
| 10.2 | †† | Amendment No. 1 to the Power Solutions International, Inc. 2012 Incentive Compensation Plan. | DEF14A | Appendix A | 08/02/2013 | 001-35944 |
| 10.3 | †† | Form of Restricted Stock Agreement by and between Power Solutions International, Inc. and each eligible employee. | 8-K | 10.1 | 06/20/2013 | 001-35944 |
| 10.4 | †† | Form of Indemnification Agreement by and between Power Solutions International, Inc. and certain Indemnitees. | 8-K | 10.1 | 01/09/2014 | 001-35944 |
| 10.5 | Amended and Restated Lease Agreement, dated as of April 1, 2014, by and between Professional Power Products, Inc. and 448 W. Madison LLC. | 8-K | 10.2 | 04/02/2014 | 001-35944 | |
| 10.6 | Lease Agreement, dated as of October 1, 2014, by and between Power Solutions International, Inc. and Hamilton Lakes Commerce Center #4 Limited Partnership. | 8-K | 10.2 | 10/01/2014 | 001-35944 | |
| 10.7 | Lease Agreement, dated as of December 1, 2017, by and between Power Solutions International, Inc. and James Campbell Company LLC. | 10-K | 10.26 | 05/16/2019 | 001-35944 | |
| 10.8 | First Lease Amendment, dated as of July 11, 2018, by and between Power Solutions International, Inc. and Centerpoint Properties Trust, in connection with that certain Industrial Building Lease dated as of March 13, 2012, with respect to that certain premises located at 101 Mittel Drive (formerly 801 EC Drive) in Wood Dale, Illinois. | 8-K | 10.1 | 07/18/2018 | 001-35944 | |
| Incorporated by Reference Herein | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · Exhibit · Filing Date · File No. | ||||||
| 10.9 | Second Lease Amendment, dated as of July 11, 2018, by and between Power Solutions International, Inc. and CenterPoint Properties Trust, in connection with that certain Industrial Building Lease dated as of February 28, 2012, as further amended by that certain First Lease Amendment dated June 1, 2012, with respect to that certain premises located at 201 Mittel Drive, Wood Dale, Illinois. | 8-K | 10.2 | 07/18/2018 | 001-35944 | |
| 10.10 | ††† | Addendum dated as of July 31, 2014, to Supply Agreement dated December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended. | 8-K | 10.1 | 08/06/2014 | 001-35944 |
| 10.11 | Asset Purchase Agreement dated as of May 4, 2015 by and among Power Solutions International, Inc., Powertrain Integration Acquisition, LLC, as the Buyer, and Powertrain Integration, LLC and its principals, as the Seller. | 8-K | 10.1 | 05/06/2015 | 001-35944 | |
| 10.12 | Form of Investor Rights Agreement between Power Solutions International, Inc. and Weichai America Corp. | 8-K | 10.3 | 03/27/2017 | 001-35944 | |
| 10.13 | Shareholders Agreement by and among Power Solutions International, Inc., Weichai America Corp. and the Founding Stockholders, dated as of March 20, 2017. | 8-K | 10.4 | 03/27/2017 | 001-35944 | |
| 10.14 | ††† | Strategic Collaboration Agreement between Weichai Power Co. Ltd. and Power Solutions International, Inc., dated March 20, 2017. | 8-K | 10.5 | 03/27/2017 | 001-35944 |
| 10.15 | Securities Exchange Agreement, dated as of November 30, 2017, by and among Power Solutions International, Inc., and Weichai America Corp. | 8-K | 10.1 | 12/05/2017 | 001-35944 | |
| 10.16 | †† | Employment Agreement, dated June 15, 2017, by and between Power Solutions International, Inc. and John P. Miller. | 8-K/A | 10.1 | 06/21/2017 | 001-35944 |
| 10.17 | †† | Employment Agreement, dated November 28, 2017, by and between Power Solutions International, Inc. and Kenneth Winemaster. | 8-K | 10.1 | 12/04/2017 | 001-35944 |
| 10.18 | Amendment to the Power Solutions International, Inc. 2012 Incentive Compensation Plan (As Amended July 31, 2013). | 10-K | 10.40 | 05/16/2019 | 001-35944 | |
| 10.19 | Addendum #10, dated as of September 16, 2019, to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended. | 8-K | 10.1 | 10/02/2019 | 001-35944 | |
| 10.20 | First Amendment to Strategic Collaboration Agreement, dated as of March 26, 2020, by and between the Company and Weichai Power. | 8-K | 10.1 | 04/01/2020 | 001-35944 | |
| 10.21 | Credit Agreement, dated as of March 27, 2020, between the Company and Standard Chartered Bank, as administrative agent. | 8-K | 10.1 | 04/06/2020 | 001-35944 | |
| 10.22 | †† | Confidential Consulting Agreement | 10-Q | 10.1 | 05/04/2019 | 001-35944 |
| 10.23 | First Amendment to Credit Agreement and Limited Waiver, dated as of December 28, 2020, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent. | 8-K | 10.1 | 12/31/2020 | 001-35944 | |
| 10.24 | Shareholder’s Loan Agreement, dated as of December 28, 2020, between the Company and Weichai America Corp. | 8-K | 10.2 | 12/31/2020 | 001-35944 | |
| 10.25 | Employment Agreement, dated as of February 15, 2021, between the Company and Lance Arnett | 8-K | 10.1 | 02/16/2021 | 001-35944 | |
| 10.26 | Separation Agreement and Release, dated as of February 15, 2021, between the Company and John P. Miller | 8-K | 10.2 | 02/16/2021 | 001-35944 | |
| 10.27 | Retirement Agreement and Release, dated as of December 14, 2021, between the Company and Kenneth Winemaster | 8-K | 10.1 | 12/17/2021 | 001-35944 | |
| 10.28 | Shareholder’s Loan Agreement, dated as of December 10, 2021, between the Company and Weichai America Corp. | 8-K | 10.1 | 12/16/2021 | 001-35944 | |
| 10.29 | Second Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 25, 2022, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent. | 8-K | 10.1 | 03/28/2022 | 001-35944 | |
| 10.30 | Second Amended and Restated Shareholder’s Loan Agreement, dated as of March 25, 2022, between the Company and Weichai America Corp. | 8-K | 10.2 | 03/28/2022 | 001-35944 | |
| 10.31 | First Amended and Restated Shareholder’s Loan Agreement, dated as of March 25, 2022, between the Company and Weichai America Corp. | 8-K | 10.3 | 03/28/2022 | 001-35944 | |
| 10.32 | Addendum # 11, dated as of July 1, 2022 to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended. | 8-K | 10.4 | 07/25/2022 | 001-35944 | |
| Incorporated by Reference Herein | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · Exhibit · Filing Date · File No. | ||||||
| 10.33 | Employment Agreement, effective as of August 29, 2022, by and between Kenneth Li and Power Solutions International, Inc. | 8-K | 10.1 | 08/29/2022 | 001-35944 | |
| 10.34 | Employment Agreement, effective as of September 16, 2022, between PSI and Sidong Shao | 8-K | 10.1 | 09/22/2022 | 001-35944 | |
| 10.35 | *†† | Description of Long-Term Incentive Plan | ||||
| 10.36 | First Amended and Restated Shareholder’s Loan Agreement, dated as of November 29, 2022, between the Company and Weichai America Corp. | 8-K | 10.1 | 12/02/2022 | 001-35944 | |
| 10.37 | Third Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 24, 2023, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent. | 8-K | 10.1 | 03/30/2023 | 001-35944 | |
| 10.38 | Third Amended and Restated Shareholder’s Loan Agreement, dated as of March 24, 2023, between the Company and Weichai America Corp. | 8-K | 10.2 | 03/30/2023 | 001-35944 | |
| 10.39 | First Amended and Restated Shareholder’s Loan Agreement, dated as of March 24, 2023, between the Company and Weichai America Corp. | 8-K | 10.3 | 03/30/2023 | 001-35944 | |
| 10.40 | Second Amendment to Strategic Collaboration Agreement, dated as of March 22, 2023, by and between the Company and Weichai Power. | 8-K | 10.1 | 03/27/2023 | 001-35944 | |
| 10.41 | Employment Agreement, dated as of April 24, 2023, between the Company and Constantine Xykis. | 8-K | 10.1 | 04/25/2023 | 001-35944 | |
| 10.42 | Second Amended and Restated Shareholder’s Loan Agreement, dated as of May 12, 2023, between the Company and Weichai America Corp. | 8-K | 10.1 | 05/17/2023 | 001-35944 | |
| 10.43 | Addendum # 12, dated as of June 8, 2023 to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended. | 8-K | 10.1 | 06/13/2023 | 001-35944 | |
| 10.44 | Second Amended and Restated Shareholder’s Loan Agreement, dated as of November 29, 2023, between the Company and Weichai America Corp. | 8-K | 10.1 | 12/06/2023 | 001-35944 | |
| 21.1 | * | Subsidiaries of Power Solutions International, Inc. | ||||
| 23.1 | * | Consent of BDO USA, P.C. | ||||
| 31.1 | * | Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | * | Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1 | ** | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2 | ** | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS | * | XBRL Instance Document. | ||||
| 101.SCH | * | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.LAB | * | XBRL Taxonomy Extension Labels Linkbase Document. | ||||
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 101.DEF | * | XBRL Taxonomy Definition Linkbase Document. | ||||
- Filed with this Report.
** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
† Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request.
†† Management contract or compensatory plan or arrangement.
††† Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.