UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: August 8, 2007
(Date of earliest event reported)
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-12488 | 88-0106100 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
||
| 8550 Mosley Drive | ||||
| Houston, Texas (Address of Principal Executive Offices) |
77075-1180 (Zip Code) |
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action
(17CFR240.14D-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Item 2.02 — Results of Operations and Financial Condition
On August 8, 2007, Powell Industries, Inc. (NASDAQ: POWL) held a conference call to discuss the
results of its fiscal 2007 third quarter ended June 30, 2007, as reflected in the attached press
release dated August 8, 2007 released earlier that day. The Company changed its fiscal year end
from October 31 to September 30 effective September 30, 2006. Prior year financial statements have
not been restated to conform to the new fiscal year as the Company’s operations do not fluctuate on
a seasonal basis and the change in fiscal year end is only 31 days. A replay of the Company’s
audio webcast can be accessed through the “Investor Relations/Events” tab at www.powellind.com. The
webcast and the press release contain forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that such forward-looking statements involve risks and uncertainties in that actual
results may differ materially from those projected in the forward-looking statements. In the course
of operations, the Company is subject to certain risk factors, including but not limited to
competition and competitive pressures, sensitivity to general economic and industrial conditions,
international political and economic risks, availability and price of raw materials and execution
of business strategy. The information in this Current Report is being furnished pursuant to Item
2.02, Results of Operations and Financial Condition. Pursuant to general instruction B.2. of Form
8-K, the information in this Current Report shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
The information in this Current Report shall not be incorporated by reference into any registration
statement pursuant to the Securities Act of 1933.
Item 9.01 — Exhibits
On August 8, 2007, the Company announced results for its fiscal 2007 third quarter ended June 30,
2007. A copy of the press release announcing the results is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
(c) Exhibits:
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated August 8, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| POWELL INDUSTRIES, INC. |
||||
| Date: August 21, 2007 | By: | /s/ DON R. MADISON | ||
| Don R. Madison | ||||
| Executive Vice President Chief Financial & Administrative Officer (Principal Accounting and Financial Officer) |
||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated August 8, 2007 |
EXHIBIT 99.1
| Contacts: | Don R. Madison, CFO | |||
FOR IMMEDIATE RELEASE
|
Powell Industries, Inc. | |||
| 713-947-4422 | ||||
| Ken Dennard / ksdennard@drg-e.com | ||||
| Karen Roan / kcroan@drg-e.com | ||||
| DRG&E / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES FISCAL 2007
THIRD QUARTER RESULTS
THIRD QUARTER RESULTS
HOUSTON — AUGUST 8, 2007 — Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer of
equipment and systems for the management and control of electrical energy and other critical
processes, today announced results for the fiscal 2007 third quarter ended June 30, 2007. As
previously announced, the Company changed its fiscal year-end to September 30 from October 31,
effective September 30, 2006; therefore, the comparable period of fiscal 2006 is comprised of the
three months ended July 31, 2006.
Revenues for the third quarter of fiscal 2007 were $149.1 million compared to revenues of
$104.0 million for the third quarter of fiscal 2006. The business operations of the Company’s
August 2006 Power/Vac® product line acquisition contributed revenues of $19.3 million in
the third quarter of fiscal 2007. Net income for the third quarter was $3.2 million, or $0.28 per
diluted share, compared to net income of $1.6 million, or $0.14 per diluted share, in the third
quarter of fiscal 2006.
Thomas W. Powell, chairman and chief executive officer, stated, “Activity continues to be
strong in all of our markets, as can be seen from our record backlog of $411 million. We hear from
our customers and see in the marketplace that our industry is working at near full capacity. Powell
always has been and will continue to be very responsive to our customers’ needs. We are working in
all areas of our business to enhance our productive capabilities and continue to be the supplier of
choice for our customers.”
The Electrical Power Products segment recorded revenues of $143.1 million in the fiscal 2007
third quarter compared to $96.9 million in the third quarter of fiscal 2006. The business
operations of the Company’s August 2006 Power/Vac product line acquisition contributed revenues of
$19.3 million in the third quarter of fiscal 2007. Income before income taxes for Electrical Power
Products in the third quarter totaled $4.8 million versus income before income taxes of $2.6
million in last year’s fiscal third quarter.
The company’s order backlog as of June 30, 2007 was a record $411 million compared to $287
million at the end of the fiscal 2006 third quarter ended July 31, 2006 and compared to $408
million at the end of the second quarter of fiscal 2007 ended March 31, 2007. New orders placed
during the third quarter totaled $151 million compared to $122 million in the third quarter of
fiscal 2006 and compared to $168 million in the second quarter of fiscal 2007.
YEAR-TO-DATE RESULTS
Revenues for the first nine months of fiscal 2007 were $413.8 million compared to revenues of
$286.3 million for the first nine months of fiscal 2006. The business operations of the Company’s
August 2006 Power/Vac product line acquisition contributed revenues of $66.6 million in the first
nine months of fiscal 2007. Net income for the first nine months was $7.5 million, or $0.67 per
diluted share, compared to net income of $6.2 million, or $0.56 per diluted share, in the
comparable period of fiscal 2006.
OUTLOOK
The following statements are based on the current expectations of the Company. These
statements are forward-looking and actual results may differ materially as further elaborated in
the last paragraph below.
Powell Industries expects full year fiscal 2007 revenues to range between $550 million and
$575 million and full year fiscal 2007 earnings to range between $0.83 and $0.88 per diluted share.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, August 8, 2007, at 11:00 a.m.
eastern time. To participate in the conference call, dial 303-262-2143 at least 10 minutes
before the call begins and ask for the Powell Industries conference call. A replay of the
call will be available approximately two hours after the live broadcast ends and will be accessible
until August 15, 2007. To access the replay, dial 303-590-3000 using a passcode of 11093473.
Investors, analysts and the general public will also have the opportunity to listen to the
conference call over the Internet by visiting http://www.powellind.com. To listen to the live call
on the web, please visit the website at least fifteen minutes before the call begins to register,
download and install any necessary audio software. For those who cannot listen to the live
webcast, an archive will be available shortly after the call and will remain available for
approximately 90 days at http://www.powellind.com.
Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems
and equipment for the control, distribution and management of electrical energy and other dynamic
processes. Powell provides products and services to large industrial customers such as utilities,
oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining
operations, commuter railways and other vehicular transportation facilities. For more
information, please visit www.powellind.com.
Any forward-looking statements in the preceding paragraphs of this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that such forward-looking statements involve risks and uncertainties in that actual
results may differ materially from those projected in the forward-looking statements. In the
course of operations, we are subject to certain risk factors, including but not limited to the
results of the Company’s internal investigation relating to the accounting errors, competition and
competitive pressures, sensitivity to general economic and industrial conditions, international
political and economic risks, availability and price of raw materials and execution of business
strategy. For further information, please refer to the Company’s filings with the Securities and
Exchange Commission, copies of which are available from the Company without charge.
- Tables to follow -
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, 2007 | July 31, 2006 | June 30, 2007 | July 31, 2006 | |||||||||||||
| (As restated) | (As restated) | |||||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 149,131 | $ | 104,021 | $ | 413,819 | $ | 286,265 | ||||||||
Cost of goods sold |
121,705 | 85,249 | 343,538 | 232,909 | ||||||||||||
Gross profit |
27,426 | 18,772 | 70,281 | 53,356 | ||||||||||||
Selling, general and administrative expenses |
21,750 | 15,705 | 56,476 | 42,540 | ||||||||||||
Income before interest, income taxes and minority interest |
5,676 | 3,067 | 13,805 | 10,816 | ||||||||||||
Interest expense |
922 | 476 | 2,529 | 1,137 | ||||||||||||
Interest income |
(110 | ) | (197 | ) | (410 | ) | (736 | ) | ||||||||
Income before income taxes and minority interest |
4,864 | 2,788 | 11,686 | 10,415 | ||||||||||||
Income tax provision |
1,724 | 1,231 | 4,154 | 4,210 | ||||||||||||
Minority interest in net income (loss) |
(30 | ) | 7 | 79 | 22 | |||||||||||
Net income |
$ | 3,170 | $ | 1,550 | $ | 7,453 | $ | 6,183 | ||||||||
Net earnings per common share: |
||||||||||||||||
Basic |
$ | 0.29 | $ | 0.14 | $ | 0.68 | $ | 0.57 | ||||||||
Diluted |
$ | 0.28 | $ | 0.14 | $ | 0.67 | $ | 0.56 | ||||||||
Weighted average shares: |
||||||||||||||||
Basic |
11,082 | 10,888 | 11,023 | 10,869 | ||||||||||||
Diluted |
11,271 | 11,140 | 11,207 | 11,090 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Capital Expenditures |
$ | 1,433 | $ | 2,158 | $ | 11,111 | $ | 4,803 | ||||||||
Depreciation and amortization |
$ | 3,035 | $ | 1,443 | $ | 8,225 | $ | 4,906 | ||||||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | September 30, | |||||||
| 2007 | 2006 | |||||||
| (In thousands) | (Unaudited) | (As restated) | ||||||
Assets: |
||||||||
Current assets |
$ | 237,916 | $ | 193,500 | ||||
Property, plant and equipment (net) |
66,337 | 60,336 | ||||||
Other assets |
36,531 | 38,842 | ||||||
Total assets |
$ | 340,784 | $ | 292,678 | ||||
Liabilities & stockholders’ equity: |
||||||||
Current liabilities |
$ | 123,938 | $ | 98,612 | ||||
Long-term debt and capital lease obligations,
net of current maturities |
43,302 | 33,886 | ||||||
Deferred and other long-term liabilities |
2,967 | 2,971 | ||||||
Stockholders’ equity and minority interest |
170,577 | 157,209 | ||||||
Total liabilities and stockholders’ equity |
$ | 340,784 | $ | 292,678 | ||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, 2007 | July 31, 2006 | June 30, 2007 | July 31, 2006 | |||||||||||||
| (As restated) | (As restated) | |||||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 143,051 | $ | 96,896 | $ | 396,428 | $ | 265,413 | ||||||||
Process Control Systems |
6,080 | 7,125 | 17,391 | 20,852 | ||||||||||||
Total revenues |
$ | 149,131 | $ | 104,021 | $ | 413,819 | $ | 286,265 | ||||||||
Income before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 4,769 | $ | 2,621 | $ | 11,107 | $ | 9,522 | ||||||||
Process Control Systems |
95 | 167 | 579 | 893 | ||||||||||||
Total income before income taxes |
$ | 4,864 | $ | 2,788 | $ | 11,686 | $ | 10,415 | ||||||||
| June 30, | September 30, | |||||||
| 2007 | 2006 | |||||||
| (In thousands) | (Unaudited) | |||||||
Backlog: |
||||||||
Electrical Power Products |
$ | 381,862 | $ | 324,688 | ||||
Process Control Systems |
29,015 | 30,440 | ||||||
Total backlog |
$ | 410,877 | $ | 355,128 | ||||
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