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 (Date of earliest event reported): August 4, 2014
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 Road 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 August 5, 2014, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2014 third quarter ended June 30, 2014. A copy of the press release is attached hereto as Exhibit 99.2 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 8.01 – Other Events
On August 4, 2014, Powell Industries, Inc. (the “Company”) issued a press release announcing that on its Board of Directors declared a quarterly cash dividend of $0.25 per share payable to shareholders of record on August 20, 2014. This dividend will be paid on September 17, 2014. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits. The following exhibits are furnished as part of this Report. |
| Exhibit |
Description | |
| 99.1 | Press release dated August 4, 2014 | |
| 99.2 | Press release dated August 5, 2014 | |
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 5, 2014 |
By: | /s/ DON R. MADISON | ||||
| Don R. Madison | ||||||
| Executive Vice President | ||||||
| Chief Financial and Administrative Officer | ||||||
| (Principal Financial Officer) | ||||||
Exhibit 99.1
|
PRESS RELEASE | |
| FOR IMMEDIATE RELEASE | Contact: Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 | |
POWELL INDUSTRIES DECLARES QUARTERLY CASH DIVIDEND
HOUSTON — AUGUST 4, 2014 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management and control of electrical energy, announced today that its Board of Directors declared a quarterly cash dividend on the Company’s common stock in the amount of $0.25 per share. The dividend is payable on September 17, 2014 to shareholders of record at the close of business on August 20, 2014.
Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the control, distribution and management of electrical energy. Powell markets include large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations and commuter railways. For more information, please visit powellind.com.
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Exhibit 99.2
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|
PRESS RELEASE | |
| FOR IMMEDIATE RELEASE | Contacts: Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 | |
POWELL INDUSTRIES ANNOUNCES FISCAL 2014
THIRD QUARTER RESULTS
Management updates annual guidance
HOUSTON — AUGUST 5, 2014 — Powell Industries, Inc. (NASDAQ: POWL) (“Powell”), a leading supplier of custom engineered solutions for the distribution and control of electrical energy, today announced results for the fiscal 2014 third quarter ended June 30, 2014.
Revenues for the third quarter of fiscal 2014 were $150.8 million compared to revenues of $171.7 million for the third quarter of fiscal 2013. Income from continuing operations for the third quarter of fiscal 2014 was $2.9 million, or $0.24 per diluted share, compared to income from continuing operations of $9.1 million, or $0.76 per diluted share, in the third quarter of fiscal 2013.
The Company’s fiscal 2014 third quarter revenue decline was due to schedule changes on several projects, resulting in some work moving into subsequent quarters. Gross margins and income from continuing operations declined due to both lower revenues and higher operating costs from inefficiencies of an accelerated production ramp at its manufacturing facility in Canada.
Michael A. Lucas, President and Chief Executive Officer, stated, “Our third quarter results did not meet our expectations. Demand for our products and solutions in the Canadian market has been greater than anticipated. This increased demand placed additional pressures on our production ramp plan, resulting in inefficiencies, extended lead times and higher operating costs. We have taken constructive actions to resolve these issues and are focused on improving efficiencies, maximizing output and meeting our customer commitments.
“Despite these short-term challenges, the outlook for North American oil and gas continues to be strong, led by the petrochemical, offshore production, pipeline and LNG export markets. We believe these core markets will be positive drivers of Powell’s growth for several years.”
New orders from continuing operations in the fiscal 2014 third quarter remained healthy at $172 million compared to $163 million in the second quarter of fiscal 2014 and compared to $150 million in the third quarter of fiscal 2013. The Company’s backlog for continuing operations as of June 30, 2014 was $477 million compared to $452 million as of March 31, 2014 and compared to $417 million at the end of last year’s third quarter.
OUTLOOK
The following statements are based on current expectations of the Company for its continuing operations. These statements are forward-looking, and actual results may differ materially as further elaborated in the last paragraph below.
Based on its backlog, current business conditions and revised schedules in Canadian production, Powell Industries has reduced full year fiscal 2014 revenues from continuing operations to range between $650 million and $675 million from its previous guidance of $700 million to $750 million and has reduced fiscal year 2014 earnings to range between $2.15 and $2.40 per diluted share from its previous guidance of $2.85 and $3.35 per diluted share. This earnings guidance excludes discontinued operations.
Don Madison, Chief Financial Officer, commented, “The decrease in our outlook is primarily due to lower revenue and higher operating costs in Canada for the third and fourth quarters compared to previous estimates. Additionally, some U.S. projects have been re-scheduled into fiscal 2015 based on customer-directed requests.”
On January 15, 2014, Powell closed the sale of Transdyn, Inc. and has recorded the results of Transdyn as discontinued operations. Income from discontinued operations for the full year of fiscal 2014, including the gain on sale, totals $9.6 million, or $0.80 per diluted share, which was recorded in the first half of fiscal 2014.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, August 6, 2014 at 11:00 a.m. eastern time. To participate in the conference call, dial 719-325-2455 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 13, 2014. To access the replay, dial 719-457-0820 using a passcode of 8850705#.
Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting 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 powellind.com.
Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the control, distribution and management of electrical energy. Powell markets include large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations and commuter railways. For more information, please visit 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 | Nine Months Ended | |||||||||||||||
| June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | |||||||||||||||
| Revenues |
$ | 150,800 | $ | 171,733 | $ | 484,967 | $ | 464,633 | ||||||||
| Cost of goods sold |
121,158 | 135,140 | $ | 385,239 | 366,094 | |||||||||||
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| Gross profit |
29,642 | 36,593 | 99,728 | 98,539 | ||||||||||||
| Selling, general and administrative expenses |
23,024 | 20,234 | 66,750 | 60,477 | ||||||||||||
| Restructuring and relocation expenses |
— | 1,717 | — | 1,717 | ||||||||||||
| Research and development expenses |
1,791 | 2,107 | 5,787 | 5,671 | ||||||||||||
| Amortization of intangible assets |
122 | 415 | 658 | 1,243 | ||||||||||||
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| Operating income |
4,705 | 12,120 | 26,533 | 29,431 | ||||||||||||
| Other income |
(507 | ) | — | (1,014 | ) | (1,709 | ) | |||||||||
| Interest expense |
36 | 47 | 141 | 151 | ||||||||||||
| Interest income |
(4 | ) | (7 | ) | (10 | ) | (28 | ) | ||||||||
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| Income from continuing operations before income taxes |
5,180 | 12,080 | 27,416 | 31,017 | ||||||||||||
| Income tax provision |
2,233 | 2,997 | 10,226 | 8,211 | ||||||||||||
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| Income from continuing operations |
2,947 | 9,083 | 17,190 | 22,806 | ||||||||||||
| Income from discontinued operations, net of tax |
— | 222 | 9,604 | 1,702 | ||||||||||||
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| Net income |
$ | 2,947 | $ | 9,305 | $ | 26,794 | $ | 23,508 | ||||||||
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| Earnings per share: |
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| Continuing operations |
$ | 0.25 | $ | 0.76 | $ | 1.43 | $ | 1.91 | ||||||||
| Discontinued operations |
$ | — | $ | 0.04 | $ | 0.80 | $ | 0.06 | ||||||||
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| Basic earnings per share |
$ | 0.25 | $ | 0.78 | $ | 2.23 | $ | 1.97 | ||||||||
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| Continuing operations |
$ | 0.24 | $ | 0.76 | $ | 1.43 | $ | 1.90 | ||||||||
| Discontinued operations |
$ | — | $ | 0.03 | $ | 0.80 | $ | 0.06 | ||||||||
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| Diluted earnings per share |
$ | 0.24 | $ | 0.78 | $ | 2.23 | $ | 1.96 | ||||||||
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| Weighted average shares: |
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| Basic |
12,015 | 11,941 | 12,004 | 11,932 | ||||||||||||
| Diluted |
12,075 | 12,016 | 12,063 | 12,007 | ||||||||||||
| SELECTED FINANCIAL DATA: |
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| Depreciation and Amortization |
$ | 2,833 | $ | 2,348 | $ | 8,428 | $ | 7,775 | ||||||||
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| Capital Expenditures |
$ | 3,730 | $ | 20,458 | $ | 12,194 | $ | 53,728 | ||||||||
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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | September 30, | |||||||
| 2014 | 2013 | |||||||
| (In thousands) | (Unaudited) | |||||||
| Assets: |
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| Current assets |
$ | 334,373 | $ | 341,931 | ||||
| Current assets held for sale |
— | 15,409 | ||||||
| Property, plant and equipment (net) |
147,824 | 144,495 | ||||||
| Long-term assets |
26,152 | 28,924 | ||||||
| Long-term assets held for sale |
— | 144 | ||||||
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| Total assets |
$ | 508,349 | $ | 530,903 | ||||
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| Liabilities & equity: |
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| Current liabilities |
$ | 120,295 | $ | 150,215 | ||||
| Current liabilities held for sale |
— | 17,848 | ||||||
| Long-term debt and capital lease obligations, net of current maturities |
2,800 | 3,200 | ||||||
| Deferred and other long-term liabilities |
10,139 | 4,210 | ||||||
| Long-term liabilities held for sale |
— | 204 | ||||||
| Stockholders’ equity |
375,115 | 355,226 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 508,349 | $ | 530,903 | ||||
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