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 4, 2012
(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 |
77075-1180 | |||
| (Address of Principal Executive Offices) |
(Zip Code) | |||
(713) 944-6900
(Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b)) |
| ¨ | 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 4, 2012, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2012 fourth quarter ended September 30, 2012. 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 |
Description | |
| 99.1 | Press Release dated December 4, 2012 | |
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: December 5, 2012 | By: | /s/ Don R. Madison | ||||
| Don R. Madison | ||||||
| Executive Vice President | ||||||
| Chief Financial and Administrative Officer | ||||||
| (Principal Financial Officer) | ||||||
EXHIBIT 99.1
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PRESS RELEASE |
| Contacts: | Don R. Madison, CFO | |||||
| FOR IMMEDIATE RELEASE | 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 2012
FOURTH QUARTER AND YEAR-END RESULTS
HOUSTON — DECEMBER 4, 2012 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management and control of electrical energy and other critical processes, today announced results for the fiscal 2012 fourth quarter and year ending September 30, 2012.
Revenues for the fourth quarter of fiscal 2012 were $184.2 million compared to revenues of $171.2 million for the fourth quarter of fiscal 2011. Net income for the fourth quarter of 2012 was $11.9 million, or $0.99 per diluted share, compared to a net loss of $7.0 million, or ($0.59) per share, including charges, in the fourth quarter of last year. Excluding charges incurred in the fourth quarter of fiscal 2011, net earnings were $1.9 million, or $0.16 per diluted share. A Non-GAAP Earnings Reconciliation is included in the financial tables below.
Michael A. Lucas, President and Chief Executive Officer, stated. “We are pleased with our fiscal 2012 record revenues and our year over year earnings improvement. We appreciate the solid performance from our team throughout the entire organization for this excellent outcome. While we enter the new fiscal year with a healthy backlog, we are watchful as to the impact that global economic pressures could have on the business climate.
“In our markets, the oil and gas sector remains the main source of new orders, and we expect the present pace of activity in new spending in this sector to continue through 2013 and into 2014. Electric utilities and other industrial markets, however, have yet to show any significant signs of new investment.”
New orders placed during the fourth quarter of fiscal 2012 totaled $186 million compared to $133 million in the third quarter of fiscal 2012 and compared to $125 million in the fourth quarter of fiscal 2011. The Company’s backlog as of September 30, 2012 was $437 million compared to $433 million as of June 30, 2012 and compared to $443 million at the end of last year’s fourth quarter.
FISCAL 2012 RESULTS
Revenues for fiscal 2012 were a record $717.2 million compared to $562.4 million in fiscal 2011. Net income for fiscal 2012 was $29.7 million, or $2.49 per diluted share, compared to a net loss of $2.7 million, or ($0.23) per share, including charges. Excluding the charges, net income for fiscal 2011 was $6.1 million, or 0.52 per diluted share. A Non-GAAP Earnings Reconciliation is included in the financial tables below.
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 2013 revenues to range between $675 million and $725 million and full year fiscal 2013 earnings to range between $2.00 and $2.50 per diluted share. Included in the Company’s earnings outlook is an estimate of $0.25 per diluted share for one-time costs related to the start-up of two new manufacturing facilities.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, December 5, 2012 at 11:00 a.m. eastern time. To participate in the conference call, dial 480-629-9818 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 12, 2012. To access the replay, dial 303-590-3030 using a passcode of 4578177#.
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, engineers packaged solutions and systems for the control, distribution and management of electrical energy and other dynamic processes. Powell markets include 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.
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Three Months Ended | Years Ended | |||||||||||||||
| Sept 30, 2012 | Sept 30, 2011 | Sept 30, 2012 | Sept 30, 2011 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||
| Revenues |
$ | 184,159 | $ | 171,243 | $ | 717,194 | $ | 562,397 | ||||||||
| Cost of goods sold |
142,679 | 143,919 | 577,256 | 462,467 | ||||||||||||
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| Gross profit |
41,480 | 27,324 | 139,938 | 99,930 | ||||||||||||
| Selling, general and administrative expenses |
22,835 | 23,182 | 88,947 | 85,058 | ||||||||||||
| Amortization of intangible assets |
488 | 1,094 | 2,599 | 4,752 | ||||||||||||
| Impairments |
— | 7,158 | — | 7,158 | ||||||||||||
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| Operating income (loss) |
18,157 | (4,110 | ) | 48,392 | 2,962 | |||||||||||
| Gain on sale of investment |
— | — | — | (1,229 | ) | |||||||||||
| Interest expense |
69 | 112 | 272 | 408 | ||||||||||||
| Interest income |
(26 | ) | (41 | ) | (114 | ) | (214 | ) | ||||||||
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| Income (loss) before income taxes |
18,114 | (4,181 | ) | 48,234 | 3,997 | |||||||||||
| Income tax provision |
6,261 | 2,772 | 18,577 | 6,712 | ||||||||||||
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| Net income (loss). |
$ | 11,853 | $ | (6,953 | ) | $ | 29,657 | $ | (2,715 | ) | ||||||
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| Earnings (loss) per share: |
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| Basic |
$ | 0.99 | $ | (0.59 | ) | $ | 2.50 | $ | (0.23 | ) | ||||||
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| Diluted |
$ | 0.99 | $ | (0.59 | ) | $ | 2.49 | $ | (0.23 | ) | ||||||
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| Weighted average shares: |
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| Basic |
11,916 | 11,749 | 11,850 | 11,735 | ||||||||||||
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| Diluted |
11,971 | 11,749 | 11,925 | 11,735 | ||||||||||||
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| SELECTED FINANCIAL DATA: |
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| Capital expenditures |
$ | 3,517 | $ | 3,275 | $ | 29,063 | $ | 7,347 | ||||||||
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| Depreciation and amortization |
$ | 3,253 | $ | 3,948 | $ | 13,077 | $ | 15,446 | ||||||||
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2012 |
September 30, 2011 |
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| (In thousands) | (Unaudited) | |||||||
| Assets: |
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| Current assets |
$ | 346,410 | $ | 336,682 | ||||
| Property, plant and equipment (net) |
78,652 | 59,637 | ||||||
| Other assets |
23,250 | 25,357 | ||||||
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| Total assets |
$ | 448,312 | $ | 421,676 | ||||
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| Liabilities & equity: |
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| Current liabilities |
$ | 130,873 | $ | 137,724 | ||||
| Long-term debt and capital lease obligations, net of current maturities |
3,630 | 4,301 | ||||||
| Deferred and other long-term liabilities |
3,706 | 4,308 | ||||||
| Stockholders’ equity |
310,103 | 275,343 | ||||||
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| Total liabilities and equity |
$ | 448,312 | $ | 421,676 | ||||
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
| Three Months Ended | Years Ended | |||||||||||||||
| Sept 30, 2012 | Sept 30, 2011 | Sept 30, 2012 | Sept 30, 2011 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
| Revenues: |
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| Electrical Power Products |
$ | 175,671 | $ | 163,195 | $ | 686,581 | $ | 533,339 | ||||||||
| Process Control Systems |
8,488 | 8,048 | 30,613 | 29,058 | ||||||||||||
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| Total revenues |
$ | 184,159 | $ | 171,243 | $ | 717,194 | $ | 562,397 | ||||||||
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| Income (loss) before income taxes: |
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| Electrical Power Products |
$ | 17,989 | $ | (4,680 | ) | $ | 48,055 | $ | 3,888 | |||||||
| Process Control Systems |
125 | 499 | 179 | 109 | ||||||||||||
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| Total income (loss) before income taxes |
$ | 18,114 | $ | (4,181 | ) | $ | 48,234 | $ | 3,997 | |||||||
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| September 30, 2012 |
September 30, 2011 |
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| Identifiable tangible assets: |
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| Electrical Power Products |
$ | 304,894 | $ | 248,155 | ||||
| Process Control Systems |
14,539 | 10,711 | ||||||
| Corporate |
114,455 | 145,683 | ||||||
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| Total identifiable tangible assets |
$ | 433,888 | $ | 404,549 | ||||
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| Backlog: |
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| Electrical Power Products |
$ | 361,853 | $ | 394,598 | ||||
| Process Control Systems |
74,838 | 48,363 | ||||||
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| Total backlog |
$ | 436,691 | $ | 442,961 | ||||
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
NON-GAAP EARNINGS RECONCILIATION
| Three Months Ended | Years Ended | |||||||||||||||
| Sept 30, 2012 | Sept 30, 2011 | Sept 30, 2012 | Sept 30, 2011 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
| Net Income (Loss): |
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| Net income (loss) attributable to Powell Industries, Inc. |
$ | 11,853 | $ | (6,953 | ) | $ | 29,657 | $ | (2,715 | ) | ||||||
| Impairment, net of tax |
— | 7,158 | — | 7,158 | ||||||||||||
| Non-recurring separation charge, net of tax |
— | 1,701 | — | 1,701 | ||||||||||||
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| Non-GAAP net income |
$ | 11,853 | $ | 1,906 | $ | 29,657 | $ | 6,144 | ||||||||
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| Diluted shares outstanding |
11,971 | 11,749 | 11,925 | 11,735 | ||||||||||||
| Diluted Earnings Per Share: |
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| Earnings per share |
$ | 0.99 | $ | (0.59 | ) | $ | 2.49 | $ | (0.23 | ) | ||||||
| Non-GAAP earnings per share |
$ | 0.99 | $ | 0.16 | $ | 2.49 | $ | 0.52 | ||||||||
The Company defines Non-GAAP net income as net income (loss) before impairments and a non-re-recurring separation charge. Non-GAAP net income is presented to exclude the impact of the impairments and a non-recurring separation charge. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes this non-GAAP financial measure is helpful, however, in comparing the historical results to current results and measuring operating earnings trends. The Company also believes the disclosure of Non-GAAP net income will help investors meaningfully evaluate and compare its cash flow generating capacity from quarter to quarter and year to year.
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