Application for a45-day extension of the filing deadline of the10-K.
Power Solutions International, Inc. (the “Company”) seeks an extension of 45 days to file its annual report on Form10-K for the fiscal year ended December 31, 2019 (the “Annual Report”), based on the Securities and Exchange Commission (the “SEC”) Order under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), set forth in ReleaseNo. 34-88465, issued March 25, 2020 (the “Modified Order”), which authorizes the SEC to exempt, either conditionally or unconditionally, any person, security or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of the Exchange Act or any rule or regulation thereunder, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors. The Modified Order supersedes SEC ReleaseNo. 34-88318, issued March 4, 2020 (the “Original Order”).
As a result of the novel coronavirus(“COVID-19”) pandemic, restrictions to everyday activities throughout the United States and abroad have resulted in a significant disruption to the Company’s operations. The disruptions in transportation, staffing, and technology systems, which have occurred over the last week to both the Company and the Company’s professional advisors have resulted in limited support from the Company’s staff and professional advisors. In particular,COVID-19 has caused disruptions in the Company’sday-to-day activities and impaired the Company’s ability to perform necessary work on its Annual Report. This, in turn, has delayed the Company’s ability to complete the Annual Report. Notwithstanding the foregoing, the Company expects to file the Annual Report no later than May 14, 2020 (which is 45 days from the Annual Report’s original filing deadline of March 30, 2020).
Due to these special circumstances, the Company seeks the45-day relief period in filing the Annual Report. The Company believes it will be able to meet its obligation to file by the end of the45-day relief period, and the reason the Annual Report cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish any required opinion, report or certification.
In light of the currentCOVID-19 pandemic, the Company will be including the following Risk Factor in its Annual Report, as may be updated to reflect subsequent events impacting the Company:
The Company is unable to predict the impact ofCOVID-19 on the Company including its business, results of operations and financial condition.
Any outbreaks of contagious diseases and other adverse public health developments could have a material and adverse effect on the Company’s business, results of operations and financial condition. The recent outbreak ofCOVID-19, which was declared by the World Health Organization in March 2020 to be a pandemic, has resulted in significant governmental measures being implemented 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. These factors, in turn, may not only 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 this event. Additionally, several of the Company’s key suppliers are in China, where the illness caused byCOVID-19 was first identified. Depending on the severity and longevity of theCOVID-19 pandemic, the Company’s business, employees, customers, suppliers and stockholders may experience a significant negative impact. As such, the impactCOVID-19 may have on the Company’s business, results of operations and financial condition cannot be reasonably estimated at this time, but the impact may be material. In addition, due to the speed with which theCOVID-19 situation is developing and evolving, there is uncertainty around its ultimate impact on public health, business operations and the overall economy; therefore, the negative impact on the Company’s business, results of operations and financial condition cannot be reasonably estimated at this time, but the impact may be material.
