Good day, and welcome to the Pioneer Power Solutions, Inc. Fourth Quarter and Year End 2017 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Brett Maas from Hayden IR. Please go ahead, sir.

Thank you, and welcome. The call today will be hosted by Nathan Mazurek, Chairman and Chief Executive Officer; and Tom Klink, Chief Financial Officer. Following this discussion, there will be a formal Q&A session open to participants on the call. We appreciate having the opportunity to review the fourth quarter and full year financial results. Before we get started, let me remind you this call is being broadcast over the Internet and a recording of the call and the text of management's prepared remarks will be made available on the company's website. During this call, management will make forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to the cautionary text regarding forward-looking statements contained in the earnings release issued earlier today and in the posted version of these prepared remarks, both of which apply to the content of the call. I would now like to turn the call over to Nathan Mazurek, Chairman and CEO. Nathan, please go ahead.

Thank you, Brett. Good afternoon and thank you all for joining us today for our conference call. Overall, 2017 was a strong year for our company. Most of our business lines are growing and generating sustainable EBITDA. All of our business lines target robust and growing end markets and fortunately our solutions are in demand. Our switchgear business however has proven to be somewhat misaligned with our overall financial model. To be sure, the switchgear business is well positioned and rapidly growing in dynamic end markets like distributed generation and energy storage. From a revenue perspective we ramped this business up from essentially zero sales to a $20 million a year business in just four years validating our decision to concentrate on this particular market segment. In the near-term however, the investment this business requires to continue on its growth trajectory do not align with Pioneer’s overall financial and strategic goals. Consequently, we have made the decision to divest our switchgear business for the benefit of our core business and shareholders. We are pleased to tell you that we have executed a letter of intent with the buyers that we believe we’ll be a more synergistic partner for the business unit and we are moving rapidly towards completing the sale. We believe that the totality of the consideration that we will receive and the ability of our shareholders to continue to benefit from the long-term prospects of the acquiring entity make this a compelling transaction for Pioneer. We will provide additional details including the identity of the acquirer and the specific elements of the consideration once we have executed the definitive agreement. In the meantime, our financial statements are presented in this call with the switchgear business reclassified as discontinued operations for the current and prior period. By focusing our…

Thank you, Nathan and good afternoon to everyone. I would like to clarify that the financial information being provided during this call is for our continuing operations. 2017 fourth quarter revenues of $23.6 million were down 4.4% compared to $24.6 million in the fourth quarter of last year. Gross profit for the fourth quarter of 2017 was $3.6 million or 15.3% compared to 5.8 million or 23.7% gross margin in the year ago quarter. The gross margin was impacted by lower margins in our transformer businesses. Selling, general and administrative expenses for the fourth quarter of 2017 decreased 9.7% on an absolute dollar basis to $4 million compared to $4.5 million in the fourth quarter of 2016. As a percentage of revenue at SG&A revenue decreased to 17.1% of revenue in the fourth quarter of 2017 compared to 18.1% in the fourth quarter of 2016. Operating loss from continuing operations for the fourth quarter of 2017 increased to $612,000 compared to an operating loss from continuing operations $494,000 in the fourth quarter of 2016. Both of these amounts are inclusive of nonrecurring charges. For continuing operations, our effective tax rate for the fourth quarter of 2017 was 240.8% of our pretax lot as compared to 16.6% from the same quarter last year. The change in our income tax rate was primarily due to the effects of the tax reform completed in the United States in December 2017. This reform reduced the value of our net tax assets by $2.8 million, which was recorded during the fourth quarter of 2017. Consequently, our net income was reduced by a one-time non-cash charge of $2.8 million for the revaluation. Net loss from continuing operations for the fourth quarter of 2017 was $4.5 million or $0.51 per basic and diluted share compared to a…

Thank you, Tom, operator, I'd now like to open the call for questions.

[Operator Instructions] And our first question today will come from Matt Koranda with ROTH Capital Partners.

This is Brad Noss on for Matt. Just wanted to talk about the sale the switchgear business for second, you mentioned that you're working quickly to try to close it but can you talk about sort of the expected timeline for the closing of the sale and for what hurdles are left in the process, that need to be completed and then also just how you came about finding this party if you searched them out or if they came to you.

Right, I mean the quick answer that we expect to sign a definitive agreement with them by the end of April and close no later than the end of June, that would be the latest, but I think it will probably close earlier. There really should be no big hurdles for us, they might have some internal share, I don’t want to call them hurdles may take a little bit longer than would take us given shareholder approval possibly. But other than that, we don’t expect to move off this particular timetable. Last year when we decided to market ourselves really the switchgear business I approached several people or companies I thought would be likely suitor or some in the business, some private equity firms holding business that is similar, talk begets other talk, this in particular was a company that I reached out to, we’ve had previous discussions with them really business collaboration type discussions and they may be most compelling offer for us and that's what we are moving ahead with.

Okay thanks for the color, that’s helpful. And then just looking at your growth outlook for 2018. Can you just talk about sort of how that’s comprised of the growth and T&D Solutions versus critical power, and also just sort of what the cadence of growth looks like through the year as your different contracts ramp up?

Brad, this is Tom Klink. We are expecting the critical power solutions to be relatively flat this year as the generator solution takes hold out there. So, we are not expecting any significant growth from there. We are expecting the majority of the growth to come from the transformer side of things, more towards the back half of the year than the front half of the year as the contracts Nathan mentioned take a hold and take root towards the second half of the year.

Okay. That’s helpful. And then just for the quarter, it looks there’s headwinds in gross margin, I think you mentioned that it was from the transformer business. But can you expand on that a little bit if it was continued effects from hurricane or the lower margin [padding on] [ph] of liquid transformers, you are selling to utility customers or what specifically caused those margins this quarter?

Yes, Brad. I want to lay it all on the business that I am particularly responsible for the liquids-filled but a lot of it was there. We had a good revenue or an okay revenue quarter. The mix was not as favorable for us as usual. There was a lot of utility contract work that we have no choice but to take. It hurts us twice those are not just the lower margin type products for us but they are lower ticker prices. So, we occupy tanking slots and manufacturing capacity which is limited for us, that’s a good part, we occupy it with a lower revenue, lower margin slots and I can’t really do anything about that. The positive is, is that we have a lot of utility contracts and we are busy, busy and we will be as we’ll never go wanting for work for the next several years. But the mix did not hit us especially as favorable, especially in this past fourth quarter.

Okay. And I think that was sort of similar to Q3 but do you see any sort of continuing trend into the beginning of ‘18 from that or is that?

Yes, you are exactly right. It was very similar to Q3. It’s exactly correct. It’s a little -- it's somewhat better so far, I haven’t looked at March, actually I was looking carefully at January and February this morning, the mix was a little bit better. It’s still not as favorable as January, February of 2017, January, February, March of that particular period.

Okay, got it. And then just maybe one more from me here. I believe that you are working on approximately $8 million and I think it was two different cell tower service contracts. But can you just update us on how those negotiations have progressed and timing on those?

Right, Brad, you don’t forget anything. So those were two large ones. One, we completely lost based on price, although we went down very, very low. We were edged out. The other initially we also lost on price, we were number two. That has come unraveled for the group that won it. So, the cell tower the cell service providers come back to us actually right now. So that one is still hanging. So, one is gone and one we’re still working on.

Okay. And that second one do you have any expectations for the time, for a decision and then how long after that you might actually see revenue from that, if you do win it?

Right. So, like some sort of totalitarian regime, they could say whatever they want, they don’t have to live by it. So, I mean, they were supposed to have a final decision March 20th, so we’re past that.

[Operator Instructions]. Our next question will come from Joshua Horowitz of Palm Global Fund.

What was the negative effect on adjusted EBITDA from the switchgear business over the last 12 months of 2017?

The negative effect on adjusted EBITDA from the switchgear business Josh was about $5.9 million.

We expect to get all that back now that that’s been said, how do we think about EBITDA going forward of free cash flow going forward?

Yes. No. We do expect to get that all back. Obviously, we will continue to do our best as long as we own it to minimize those losses. In fact, we’re taking steps and have taken steps during the first quarter now to reduce some of the cash outflows that were required for that business. And once the sale is completed, we expect those cash outflows to cease to exist and improve.

I think 2 million and 3 million of revenue was supposed to be pushed into Q4 from the hurricane last time you guys reported. Did that ever happen?

It was pushed into Q4, but subsequently, there was additional business that was pushed into Q1. Most of this was in the switchgear business as it related to our large customer down there of automatic transfer switches. So…

So, when you consider the sale of switchgear. Can I ask if the Board considers strategic alternatives to the whole company? Given the lack liquidity in the stock and the fact it sort of operates like a private company given composition of the Board. The fact that you Tom, you’re on the Board, I mean I don’t really think that’s a great corporate governance practice, just the whole thing sort of feels increasingly like a private enterprise. So, when you look to sell switchgear, did the Board look and say, hey, we’re not getting any benefit from being public, why don’t we just sell the whole thing?

Right. So that's something Josh, this is Nathan, public or private, we’re trying, we have do share, we do need to the shareholders. We’re trying to do our best to unlock the value. I am the largest shareholder, so that benefits me as well. Absolutely, we’re always looking as to what the best course of action does it really make sense. We think, we’re getting a very compelling offer for switchgear and that definitely opens up, streamlines the company, puts it in a more, I don’t know cleaner position to potentially sell itself but other than, anything else -- does that help answer or you have any other corporate governance issues you want to raise.

So, you might understand that the board took a look at the business and said, switchgear is hurting, we’re going to sell it, or was the process, more along the lines of, maybe we ought to look at selling the whole company and its going to be a lot cleaner, and a lot easier absence switchgear, so why don’t we get rid of that first. If you could guide us towards which, of those two paths you guys took that would provide tremendous insight.

I don't know if I can recollect accurately all the give-and-take amongst the various board meetings, what evolved into what. Defiantly a business that’s not conforming to your basic financial model, so you look at that, we’re always looking to maximize our value, when is it a good time to sell, when is it a good time to be the acquirer, we are always looking at that. I don’t know if they exclude being unparalleled or synthetic tracks.

Look, I don’t think anyone has any doubt that you guys are working hard. I guess our concern is that nobody cares or ever will care, it's still like we have all been stuck in this thing for quite some time and there are very few investments or alternatives that we could've been in there that wouldn't have performed better and it just seems like the liquidity is only getting worse and worse as the days go on and certainly it's not a board, especially with the CFO being on the board, I’ve never seen that before. That appears at least from the outside and that could be wrong and I would give you the benefit of doubt, that appears to be working towards maximizing the value, now the switchgear sales are definitely a great step in the right direction. And I'd like to see you guys consider a process now that that has been set, or when it is set to maximize value for everybody.

I appreciate. I personally and sincerely appreciate your comments Joshua.

And there are no further questions at this time. But as a final reminder [Operator Instructions]. And there are no further questions. End of Q&A:

Okay, thank you all for your time and support and we look forward to updating you again in our next call.