Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (unaudited) Set forth below is unaudited quarterly financial data for 2018 and 2017. POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) As of March 31, June 30, September 30, 2018 2018 2018 ASSETS Current assets: Cash and cash equivalents $ — $ 2 $ 2,014 Accounts receivable, net 58,870 70,324 71,639 Income tax receivable 1,018 1,018 1,018 Inventories, net 91,689 95,957 112,392 Prepaid expenses and other current assets 20,555 26,644 26,905 Total current assets 172,132 193,945 213,968 Property, plant and equipment, net 18,474 24,931 24,536 Intangible assets, net 23,175 21,854 20,534 Goodwill 29,835 29,835 29,835 Other noncurrent assets 4,957 3,552 3,818 TOTAL ASSETS $ 248,573 $ 274,117 $ 292,691 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 55,221 $ 64,422 $ 88,798 Revolving line of credit 36,662 54,334 52,491 Warrant liability — 33,700 43,900 Other accrued liabilities 38,697 41,884 44,762 Total current liabilities 130,580 194,340 229,951 Deferred income taxes 427 495 616 Warrant liability 27,200 — — Long-term debt, net 54,575 54,604 54,781 Other noncurrent liabilities 15,311 15,753 16,612 TOTAL LIABILITIES $ 228,093 $ 265,192 $ 301,960 STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock $ — $ — $ — Common stock 19 19 19 Additional paid-in capital 124,981 125,272 125,938 Accumulated deficit (94,638 ) (106,443 ) (125,262 ) Treasury stock (9,882 ) (9,923 ) (9,964 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 20,480 8,925 (9,269 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 248,573 $ 274,117 $ 292,691 POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (As Revised) (in thousands) As of March 31, June 30, September 30, 2017 2017 2017 ASSETS Current assets: Cash and cash equivalents $ 342 $ — $ — Accounts receivable, net 64,305 56,673 60,811 Income tax receivable 6,829 1,996 841 Inventories, net 97,286 103,335 113,074 Prepaid expenses and other current assets 15,291 12,453 14,536 Total current assets 184,053 174,457 189,262 Property, plant and equipment, net 19,230 19,050 18,974 Intangible assets, net 24,819 23,610 22,401 Goodwill 29,835 29,835 29,835 Other noncurrent assets 5,053 4,518 6,035 TOTAL ASSETS $ 262,990 $ 251,470 $ 266,507 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 67,167 $ 55,610 $ 54,195 Contingent consideration 30 29 20 Revolving line of credit 16,887 25,263 41,332 Other accrued liabilities* 28,809 30,110 37,295 Total current liabilities 112,893 111,012 132,842 Deferred income taxes 933 1,066 1,210 Warrant liability 20,700 21,500 23,200 Long-term debt, net 54,046 54,168 54,306 Other noncurrent liabilities* 19,753 17,707 17,410 TOTAL LIABILITIES $ 208,325 $ 205,453 $ 228,968 MEZZANINE EQUITY Series B convertible preferred stock, net $ 24,617 $ 27,807 $ 31,410 STOCKHOLDERS’ EQUITY Preferred stock $ — $ — $ — Common stock 14 14 14 Additional paid-in capital 100,686 96,543 91,737 Accumulated deficit (59,070 ) (66,817 ) (76,018 ) Treasury stock (11,582 ) (11,530 ) (9,604 ) TOTAL STOCKHOLDERS’ EQUITY 30,048 18,210 6,129 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY $ 262,990 $ 251,470 $ 266,507 * The Company recorded adjustments to reflect a portion of the accrued product warranty liability previously in Other accrued expenses at March 31, June 30 and September 30 to correct the presentation error and to conform to the current period presentation. See Note 1. Summary of Significant Accounting Policies and Other Information for additional discussion of the adjustment . POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) For the Quarter Ended March 31, June 30, September 30, December 31, 2018 2018 2018 2018 Net sales $ 94,413 $ 127,073 $ 136,318 $ 138,234 Cost of sales 84,540 109,006 117,510 126,213 Gross profit 9,873 18,067 18,808 12,021 Operating expenses: Research, development and engineering expenses 6,021 6,962 7,708 7,910 Selling, general and administrative expenses 13,254 13,276 16,374 16,727 Asset impairment charges — — — 2,234 Amortization of intangible assets 1,045 1,321 1,321 1,321 Total operating expenses 20,320 21,559 25,403 28,192 Operating loss (10,447 ) (3,492 ) (6,595 ) (16,171 ) Other expense (income): Interest expense 1,623 1,828 1,974 2,203 Loss (gain) from change in fair value of warrants 2,500 6,500 10,200 (8,800 ) Other expense (income), net (94 ) (95 ) (68 ) 81 Total other expense (income) 4,029 8,233 12,106 (6,516 ) Loss before income taxes (14,476 ) (11,725 ) (18,701 ) (9,655 ) Income tax (benefit) expense (272 ) 80 118 243 Net loss $ (14,204 ) $ (11,805 ) $ (18,819 ) $ (9,898 ) Weighted-average common shares outstanding: Basic 18,483 18,594 18,625 18,638 Diluted 18,483 18,594 18,625 22,360 Loss per common share: Basic $ (0.77 ) $ (0.63 ) $ (1.01 ) $ (0.53 ) Diluted $ (0.77 ) $ (0.63 ) $ (1.01 ) $ (0.84 ) POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) For the Quarter Ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Net sales $ 84,265 $ 100,922 $ 99,953 $ 131,476 Cost of sales 74,497 88,443 86,702 115,981 Gross profit 9,768 12,479 13,251 15,495 Operating expenses: Research, development and engineering expenses 3,950 3,848 5,687 6,459 Selling, general and administrative expenses 10,209 10,688 12,062 11,297 Asset impairment charges — — — 1 Amortization of intangible assets 1,209 1,209 1,210 1,210 Total operating expenses 15,368 15,745 18,959 18,967 Operating loss (5,600 ) (3,266 ) (5,708 ) (3,472 ) Other expense (income): Interest expense 6,080 1,404 1,654 1,703 Loss from change in fair value of warrants — 800 1,700 1,500 Loss on debt extinguishment and modifications 11,921 — — — Other expense (income), net 455 2,142 (10 ) (226 ) Total other expense 18,456 4,346 3,344 2,977 Loss before income taxes (24,056 ) (7,612 ) (9,052 ) (6,449 ) Income tax expense (benefit) 479 135 149 (320 ) Net loss (24,535 ) (7,747 ) (9,201 ) (6,129 ) Deemed dividend on Series B convertible preferred stock — (3,190 ) (3,603 ) (31,067 ) Net loss available to common stockholders $ (24,535 ) $ (10,937 ) $ (12,804 ) $ (37,196 ) Weighted-average common shares outstanding: Basic 11,018 13,697 13,659 16,774 Diluted 11,018 13,697 13,659 16,774 Loss per common share: Basic $ (2.23 ) $ (0.80 ) $ (0.94 ) $ (2.22 ) Diluted $ (2.23 ) $ (0.80 ) $ (0.94 ) $ (2.22 ) POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands) Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance at December 31, 2017 $ 19 $ 123,838 $ (9,538 ) $ (82,147 ) $ 32,172 Net loss — — — (14,204 ) (14,204 ) Stock-based compensation expense — 1,143 (344 ) — 799 Cumulative Impact of ASC 606 — — — 1,713 1,713 Balance at March 31, 2018 $ 19 $ 124,981 $ (9,882 ) $ (94,638 ) $ 20,480 Net loss — — — (11,805 ) (11,805 ) Stock-based compensation expense — 660 (41 ) — 619 Payment of withholding taxes for net settlement of stock-based awards — (369 ) — — (369 ) Balance at June 30, 2018 $ 19 $ 125,272 $ (9,923 ) $ (106,443 ) $ 8,925 Net loss — — — (18,819 ) (18,819 ) Stock-based compensation expense — 586 (41 ) — 545 Payment of withholding taxes for net settlement of stock-based awards — 80 — — 80 Balance at September 30, 2018 $ 19 $ 125,938 $ (9,964 ) $ (125,262 ) $ (9,269 ) Net loss — — — (9,898 ) (9,898 ) Stock-based compensation expense — 585 115 — 700 Payment of withholding taxes for net settlement of stock-based awards — (111 ) — — (111 ) Balance at December 31, 2018 $ 19 $ 126,412 $ (9,849 ) $ (135,160 ) $ (18,578 ) POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (in thousands) Preferred Stock Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Total Stockholders’ Equity Balance at December 31, 2016 $ — $ 12 $ 86,764 $ (11,581 ) $ (34,535 ) $ 40,660 Net loss — — — — (24,535 ) (24,535 ) Stock-based compensation expense — — (154 ) (1 ) — (155 ) Issuance of common stock to Weichai, net of fees — 2 14,076 — — 14,078 Issuance of Series B convertible preferred stock, net of fees 24,617 — — — — — Balance at March 31, 2017 $ 24,617 $ 14 $ 100,686 $ (11,582 ) $ (59,070 ) $ 30,048 Net loss — — — — (7,747 ) (7,747 ) Settlement of equity-related acquisition consideration — — (712 ) — — (712 ) Stock-based compensation expense — — (214 ) 52 — (162 ) Payment of withholding taxes for net settlement of stock-based awards — — (27 ) — — (27 ) Deemed dividend on Series B convertible preferred stock 3,190 — (3,190 ) — — (3,190 ) Balance at June 30, 2017 $ 27,807 $ 14 $ 96,543 $ (11,530 ) $ (66,817 ) $ 18,210 Net loss — — — — (9,201 ) (9,201 ) Stock-based compensation expense — — (1,195 ) 1,926 — 731 Payment of withholding taxes for net settlement of stock-based awards — — (8 ) — — (8 ) Deemed dividend on Series B convertible preferred stock 3,603 — (3,603 ) — — (3,603 ) Balance at September 30, 2017 $ 31,410 $ 14 $ 91,737 $ (9,604 ) $ (76,018 ) $ 6,129 Net loss — — — — (6,129 ) (6,129 ) Stock-based compensation expense — — 705 66 — 771 Payment of withholding taxes for net settlement of stock-based awards — — (9 ) — — (9 ) Deemed dividend on Series B convertible preferred stock 31,067 — (31,067 ) — — (31,067 ) Conversion of Series B convertible preferred stock to common stock (62,477 ) 5 62,472 — — 62,477 Balance at December 31, 2017 $ — $ 19 $ 123,838 $ (9,538 ) $ (82,147 ) $ 32,172 POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Year to Date Period Ended March 31, 2018 June 30, 2018 September 30, 2018 Cash provided by (used in) operating activities Net loss $ (14,204 ) $ (26,009 ) $ (44,828 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of intangible assets 1,045 2,366 3,687 Depreciation 1,196 2,524 3,849 Change in valuation of warrants 2,500 9,000 19,200 Stock compensation expense 799 1,418 1,963 Amortization of financing fees 341 659 947 Deferred income taxes (276 ) (208 ) (87 ) Other non-cash adjustments, net (350 ) 325 1,661 Changes in operating assets and liabilities: Trade accounts receivable, net 9,710 (1,739 ) (3,058 ) Inventories, net (9,822 ) (14,825 ) (32,657 ) Prepaid expenses and other assets (76 ) (4,815 ) (5,387 ) Trade accounts payable 3,748 13,200 37,355 Income taxes refundable 8 (2 ) 7 Accrued expenses 4,757 7,914 10,773 Other noncurrent liabilities 2,902 2,000 2,901 Net cash provided by (used in) operating activities 2,278 (8,192 ) (3,674 ) Cash used in investing activities Capital expenditures (467 ) (1,588 ) (2,321 ) Asset acquisitions (1,029 ) (6,595 ) (6,595 ) Net cash used in investing activities (1,496 ) (8,183 ) (8,916 ) Cash (used in) provided by financing activities Proceeds from revolving line of credit 106,216 240,698 372,557 Repayments of revolving line of credit (106,608 ) (223,419 ) (357,121 ) Other uses, net (390 ) (902 ) (832 ) Net cash (used in) provided by financing activities (782 ) 16,377 14,604 Net increase in cash and restricted cash — 2 2,014 Cash at beginning of the year — — — Cash at end of the period $ — $ 2 $ 2,014 POWER SOLUTIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (As Revised) (in thousands) For the Year to Date Period Ended March 31, 2017 June 30, 2017 September 30, 2017 Cash provided by (used in) operating activities Net loss $ (24,535 ) $ (32,282 ) $ (41,483 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of intangible assets 1,209 2,419 3,628 Depreciation 1,172 2,342 3,502 Change in valuation of warrants — 800 2,500 Stock compensation expense (865 ) (1,028 ) (297 ) Amortization of financing fees 3,109 3,441 3,778 Deferred income taxes 469 602 746 Loss on extinguishment of debt 11,921 11,921 11,921 Provision for doubtful accounts 48 131 216 Provision for inventory obsolescence 146 539 882 Loss on disposal of fixed assets 10 66 115 Other non-cash adjustments, net 137 200 190 Changes in operating assets and liabilities: Trade accounts receivable, net (4,017 ) 3,532 (691 ) Inventories, net 3,122 (3,326 ) (13,408 ) Prepaid expenses and other assets (1,624 ) 1,238 (1,359 ) Trade accounts payable 15,186 3,244 1,879 Income taxes refundable 298 5,135 6,293 Accrued expenses* 1,861 3,826 10,622 Other noncurrent liabilities* 450 (1,478 ) (2,576 ) Net cash provided by (used in) operating activities 8,097 1,322 (13,542 ) Cash used in investing activities Capital expenditures (1,896 ) (2,669 ) (3,856 ) Other sources, net — 245 245 Net cash used in investing activities (1,896 ) (2,424 ) (3,611 ) Cash (used in) provided by financing activities Repayments of long-term debt (71,400 ) (71,400 ) (71,400 ) Financing fees (253 ) (928 ) (928 ) Net proceeds from stock offering and warrants 59,396 59,396 59,396 Proceeds from revolving line of credit 85,945 209,082 324,416 Repayments of revolving line of credit (81,833 ) (196,593 ) (295,859 ) Acquisition of business contingent consideration payments (6 ) (9 ) (19 ) Other uses, net — (738 ) (745 ) Net cash (used in) provided by financing activities (8,151 ) (1,190 ) 14,861 Net (decrease) in cash and restricted cash (1,950 ) (2,292 ) (2,292 ) Cash at beginning of the year 2,292 2,292 2,292 Cash at end of the period $ 342 $ — $ — * The Company recorded adjustments to reflect a portion of the accrued product warranty liability previously in Other accrued expenses for the three-month period ended March 31, six-month period ended June 30, and nine-month period ended September 30 to correct the presentation error and to conform to the current period presentation. See Note 1. Summary of Significant Accounting Policies and Other Information for additional discussion of the adjustment . |