e8vk
UNITED STATES
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
DATE OF REPORT: December 9, 2009
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-12488
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88-0106100 |
(State or other
jurisdiction of
incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer
Identification
Number) |
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8550 Mosley Drive
Houston, Texas
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77075-1180 |
(Address of Principal
Executive Offices)
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(Zip Code) |
(713) 944-6900
(Registrants Telephone Number, Including Area Code)
N/A
(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 December 9, 2009, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the
Companys results of operations for its fiscal 2009 fourth quarter ended September 30, 2009. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report, including the exhibit, is being furnished pursuant to Item
2.02 of Form 8-K and General Instruction B.2 thereunder. The information in this Current Report
shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The information in this
Current Report shall not be deemed incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished as part of this Report.
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Exhibit |
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Number |
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Description |
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99.1
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Press Release dated December 9, 2009 |
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.
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POWELL INDUSTRIES, INC.
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Date: December 9, 2009 |
By: |
/s/ DON R. MADISON
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Don R. Madison |
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Executive Vice President
Chief Financial and Administrative Officer
(Principal Accounting and Financial Officer) |
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exv99w1
EXHIBIT 99.1
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Press Release |
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Contacts:
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Don R. Madison, CFO |
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Powell Industries, Inc. |
FOR IMMEDIATE RELEASE
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713-947-4422 |
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Ken Dennard / ksdennard@drg-e.com |
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Karen Roan / kcroan@drg-e.com |
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DRG&E / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES FISCAL 2009
FOURTH QUARTER AND YEAR-END RESULTS
HOUSTON DECEMBER 9, 2009 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 2009 fourth quarter and year ended September 30,
2009.
Revenues for the fourth quarter of fiscal 2009 were $165.3 million compared to revenues of
$167.1 million for the fourth quarter of fiscal 2008. Net income for the fourth quarter was $9.9
million, or $0.85 per diluted share, compared to net income of $8.3 million, or $0.72 per diluted
share, in the fourth quarter of fiscal 2008.
Patrick L. McDonald, President and Chief Executive Officer, stated, We are very pleased with
the operating results of the past year. Fiscal 2009 was an all-time record year for the company in
terms of revenues, earnings, and cash flow; and much of the credit goes to the hard work and
dedication of all our employees. The entire organization worked to refine and implement business
processes that improved customer service, margins, and cash flow.
The next fiscal year will be more challenging. We enter the year with a much lower backlog,
and uncertainties in the economic climate continue to influence project opportunities. While our
markets are impacted by the capital project investment cycle, we continue to work closely with our
customers to provide project solutions when and where they need them.
The Companys backlog as of September 30, 2009 was $365.8 million compared to $425.7 million
as of June 30, 2009 and compared to $518.6 million as of September 30, 2008. New orders placed
during the fourth quarter of fiscal 2009 totaled $100 million compared to
$103 million in the third quarter of fiscal 2009 and compared to $136 million in the fourth quarter
of fiscal 2008.
YEAR-TO-DATE RESULTS
Revenues for fiscal 2009 were $665.9 million compared to revenues of $638.7 million for fiscal
2008. Net income was $39.7 million, or $3.43 per diluted share, compared to net income of $25.8
million, or $2.26 per diluted share, in fiscal 2008.
OUTLOOK
The Company will discuss its outlook for fiscal year 2010, which will reflect the anticipated
closing of the acquisition of the business and assets of PowerComm Inc., on December 16, 2009 at
its fourth quarter and year-end earnings conference call.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, December 16, 2009 at 11:00
a.m. eastern time. To participate in the conference call, dial 480-629-9866 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 December 23, 2009. To access the replay, dial 303-590-3030 using a passcode of 4185563#.
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, 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 Companys filings with the Securities and Exchange
Commission, copies of which are available from the Company without charge.
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended |
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Years Ended |
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September 30, |
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September 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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(In thousands, except per share data) |
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(Unaudited) |
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(Unaudited) |
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Revenues |
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$ |
165,321 |
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$ |
167,127 |
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$ |
665,851 |
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$ |
638,704 |
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Cost of goods sold |
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129,725 |
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133,110 |
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520,802 |
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512,298 |
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Gross profit |
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35,596 |
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34,017 |
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145,049 |
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126,406 |
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Selling, general and administrative expenses |
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21,152 |
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21,155 |
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83,414 |
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84,001 |
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Income before interest, income taxes and minority interest |
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14,444 |
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12,862 |
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61,635 |
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42,405 |
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Interest expense |
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177 |
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559 |
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1,107 |
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2,892 |
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Interest income |
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(38 |
) |
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(95 |
) |
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(131 |
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(355 |
) |
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Income before income taxes and minority interest |
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14,305 |
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12,398 |
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60,659 |
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39,868 |
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Income tax provision |
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4,463 |
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3,954 |
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20,734 |
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14,072 |
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Minority interest in net income (loss) |
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(32 |
) |
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105 |
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208 |
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(51 |
) |
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Net income |
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$ |
9,874 |
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$ |
8,339 |
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$ |
39,717 |
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$ |
25,847 |
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Net earnings per common share: |
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Basic |
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$ |
0.86 |
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$ |
0.73 |
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$ |
3.48 |
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$ |
2.29 |
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Diluted |
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$ |
0.85 |
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$ |
0.72 |
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$ |
3.43 |
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$ |
2.26 |
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Weighted average shares: |
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Basic |
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11,448 |
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11,361 |
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11,424 |
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11,265 |
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Diluted |
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11,625 |
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11,506 |
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11,591 |
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11,452 |
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SELECTED FINANCIAL DATA: |
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Depreciation and amortization |
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$ |
2,758 |
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$ |
2,938 |
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$ |
10,962 |
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$ |
11,873 |
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Capital expenditures |
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$ |
1,669 |
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$ |
1,459 |
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$ |
8,081 |
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$ |
3,428 |
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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September 30, |
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2009 |
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2008 |
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(In thousands) |
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(Unaudited) |
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Assets: |
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Current assets |
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$ |
315,003 |
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$ |
303,435 |
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Property, plant and equipment (net) |
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61,036 |
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61,546 |
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Other assets |
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28,801 |
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32,653 |
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Total assets |
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$ |
404,840 |
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$ |
397,634 |
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Liabilities & stockholders equity: |
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Current liabilities |
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$ |
149,142 |
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$ |
152,736 |
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Long-term
debt and capital lease obligations, net of current maturities |
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4,800 |
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33,944 |
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Deferred and other long-term liabilities |
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3,681 |
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3,832 |
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Stockholders equity and minority interest |
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247,217 |
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207,122 |
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Total liabilities and stockholders equity |
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$ |
404,840 |
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$ |
397,634 |
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
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Three Months Ended |
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Years Ended |
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September 30, |
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September 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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(In thousands) |
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(Unaudited) |
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(Unaudited) |
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Revenues: |
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Electrical Power Products |
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$ |
159,567 |
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$ |
159,771 |
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$ |
637,845 |
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$ |
611,470 |
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Process Control Systems |
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5,754 |
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7,356 |
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28,006 |
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27,234 |
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Total revenues |
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$ |
165,321 |
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$ |
167,127 |
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$ |
665,851 |
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$ |
638,704 |
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Income before income taxes: |
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Electrical Power Products |
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$ |
13,707 |
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$ |
12,958 |
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$ |
56,700 |
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$ |
38,241 |
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Process Control Systems |
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|
598 |
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(560 |
) |
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|
3,959 |
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|
1,627 |
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Total income before income taxes |
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$ |
14,305 |
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$ |
12,398 |
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$ |
60,659 |
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$ |
39,868 |
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|
|
|
|
|
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|
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|
|
|
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|
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|
|
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September 30, |
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September 30, |
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2009 |
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2008 |
|
(In thousands) |
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(Unaudited) |
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Identifiable tangible assets: |
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|
|
|
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Electrical Power Products |
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$ |
258,012 |
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$ |
342,105 |
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Process Control Systems |
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|
6,863 |
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|
8,734 |
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Corporate |
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|
117,398 |
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|
20,507 |
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|
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Total identifiable tangible assets |
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$ |
382,273 |
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$ |
371,346 |
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Backlog: |
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|
|
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Electrical Power Products |
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$ |
329,558 |
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$ |
493,025 |
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Process Control Systems |
|
|
36,198 |
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|
|
25,535 |
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|
|
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|
|
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|
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|
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Total backlog |
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$ |
365,756 |
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$ |
518,560 |
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# # #