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 2, 2011
(Date of earliest event reported)
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
| 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 |
77075-1180 |
|
| (Address of Principal Executive Offices) |
(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 2, 2011, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the
Company’s results of operations for its fiscal 2011 third quarter ended June 30, 2011. 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.
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Press Release dated August 2, 2011 |
|||
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 4, 2011 | By: | /s/ DON R. MADISON | ||
| Don R. Madison | ||||
| Executive Vice President Chief Financial and Administrative Officer (Principal Accounting and Financial Officer) | ||||
EXHIBIT 99.1
[POWELL GRAPHIC]
|
Press Release |
FOR IMMEDIATE RELEASE
|
Contacts: | Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 |
||
| Ken Dennard / ksdennard@drg-l.com Karen Roan / kcroan@drg-l.com DRG&L / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES FISCAL 2011
THIRD QUARTER RESULTS
THIRD QUARTER RESULTS
Company reports orders of $198 million and backlog of $491 million
HOUSTON — AUGUST 2, 2011 — 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 2011 third quarter ending June 30, 2011.
Revenues for the third quarter of fiscal 2011 were $142.1 million compared to revenues of
$138.9 million for the third quarter of fiscal 2010. Net income for the third quarter was $1.7
million, or $0.14 per diluted share, compared to net income of $10.3 million, or $0.88 per diluted
share, in the third quarter of fiscal 2010.
Patrick L. McDonald, President and Chief Executive Officer, stated, “We had another strong
order input quarter. We are beginning to see some market stabilization in the oil and gas sector;
however, most of the activity continues to occur outside the U.S. Other than oil and gas, markets
in which we compete continue to be soft, especially those tied to municipal funding.
“Based on our near term orders in backlog and with delivery schedules firming, we have begun
hiring and training people, preparing them for a near term rise in our business. We expect our
revenues and profits to begin improving between now and the end of the fiscal year.”
New orders placed during the third quarter of fiscal 2011 totaled $198 million compared to
$217 million in the second quarter of fiscal 2011 and compared to $136 million in the third quarter
of fiscal 2010. The Company’s backlog as of June 30, 2011 was $491 million compared to $437
million as of March 31, 2011 and compared to $310 million at the end of last year’s third quarter.
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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.
Based on its backlog and current business conditions, Powell Industries expects full year
fiscal 2011 revenues to range between $545 million and $570 million and full year fiscal 2011
earnings to range between $1.05 and $1.15 per diluted share.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, August 3, 2011 at 11:00 a.m.
eastern time. To participate in the conference call, please dial 480-629-9645 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 10, 2011. To access the replay, dial 303-590-3030 using a passcode of 4453437#.
Investors may also listen to the conference call live over the Internet by visiting
http://www.powellind.com. An archive of the web cast 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 Company’s filings with the Securities and Exchange
Commission, copies of which are available from the Company without charge.
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POWELL
INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 142,135 | $ | 138,880 | $ | 392,407 | $ | 416,931 | ||||||||
Cost of goods sold |
118,637 | 100,636 | 317,401 | 304,337 | ||||||||||||
Gross profit |
23,498 | 38,244 | 75,006 | 112,594 | ||||||||||||
Selling, general and administrative expenses |
19,410 | 21,084 | 61,876 | 62,821 | ||||||||||||
Amortization of intangible assets |
1,237 | 1,132 | 3,658 | 3,193 | ||||||||||||
Operating income |
2,851 | 16,028 | 9,472 | 46,580 | ||||||||||||
Other income |
— | — | (1,229 | ) | — | |||||||||||
Interest expense |
88 | 228 | 296 | 638 | ||||||||||||
Interest income |
(66 | ) | (49 | ) | (173 | ) | (206 | ) | ||||||||
Income before income taxes |
2,829 | 15,849 | 10,578 | 46,148 | ||||||||||||
Income tax provision |
1,122 | 5,530 | 3,940 | 16,199 | ||||||||||||
Net income |
1,707 | 10,319 | 6,638 | 29,949 | ||||||||||||
Net income attributable to noncontrolling interest |
— | (33 | ) | — | (159 | ) | ||||||||||
Net income attributable to Powell Industries, Inc. |
$ | 1,707 | $ | 10,286 | $ | 6,638 | $ | 29,790 | ||||||||
Earnings per share attributable to Powell Industries, Inc.: |
||||||||||||||||
Basic |
$ | 0.15 | $ | 0.89 | $ | 0.57 | $ | 2.59 | ||||||||
Diluted |
$ | 0.14 | $ | 0.88 | $ | 0.56 | $ | 2.56 | ||||||||
Weighted average shares: |
||||||||||||||||
Basic |
11,740 | 11,556 | 11,730 | 11,518 | ||||||||||||
Diluted |
11,812 | 11,679 | 11,806 | 11,648 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Capital Expenditures |
$ | 1,405 | $ | 2,001 | $ | 4,072 | $ | 3,461 | ||||||||
Depreciation and amortization |
$ | 4,005 | $ | 3,628 | $ | 11,498 | $ | 9,997 | ||||||||
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POWELL
INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| June 30, | September 30, | |||||||
| 2011 | 2010 | |||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||
Assets: |
||||||||
Current assets |
$ | 346,714 | $ | 302,191 | ||||
Property, plant and equipment (net) |
59,874 | 63,676 | ||||||
Other assets |
33,194 | 34,845 | ||||||
Total assets |
$ | 439,782 | $ | 400,712 | ||||
Liabilities & equity: |
||||||||
Current liabilities |
$ | 144,155 | $ | 114,746 | ||||
Long-term debt and capital lease |
4,387 | 5,202 | ||||||
obligations, net of current maturities
Deferred and other long-term liabilities |
4,163 | 3,461 | ||||||
Stockholders’ equity |
287,077 | 277,303 | ||||||
Total liabilities and equity |
$ | 439,782 | $ | 400,712 | ||||
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POWELL
INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 135,191 | $ | 129,396 | $ | 371,397 | $ | 390,926 | ||||||||
Process Control Systems |
6,944 | 9,484 | 21,010 | 26,005 | ||||||||||||
Total revenues |
$ | 142,135 | $ | 138,880 | $ | 392,407 | $ | 416,931 | ||||||||
Income before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 2,689 | $ | 14,939 | $ | 10,968 | $ | 43,107 | ||||||||
Process Control Systems |
140 | 910 | (390 | ) | 3,041 | |||||||||||
Total income before income taxes. |
$ | 2,829 | $ | 15,849 | $ | 10,578 | $ | 46,148 | ||||||||
| June 30, | September 30, | |||||||
| 2011 | 2010 | |||||||
| (In thousands) | (Unaudited) | |||||||
Identifiable tangible assets: |
||||||||
Electrical Power Products |
$ | 246,161 | $ | 230,111 | ||||
Process Control Systems |
9,693 | 9,617 | ||||||
Corporate |
159,716 | 133,635 | ||||||
Total identifiable tangible assets |
$ | 415,570 | $ | 373,363 | ||||
Backlog: |
||||||||
Electrical Power Products |
$ | 440,265 | $ | 245,433 | ||||
Process Control Systems |
51,180 | 36,870 | ||||||
Total backlog |
$ | 491,445 | $ | 282,303 | ||||
# # #
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