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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: February 7, 2017
(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 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 February 7, 2017, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2017 first quarter ended December 31, 2016. 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 8.01 – Other Events
On February 7, 2017, Powell Industries, Inc. issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.26 per share payable to shareholders of record on February 15, 2017. This dividend will be paid on March 15, 2017. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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 February 7, 2017
99.2
Press Release dated February 7, 2017





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: February 7, 2017        By: /s/ DON R. MADISON    
         Don R. Madison
         Executive Vice President
Chief Financial and Administrative Officer
(Principal Financial Officer)

Exhibit


Exhibit 99.1

https://cdn.kscope.io/1ef306cae45d3e9c9a0929111569ef3c-ex991q416earningsrele_image1.jpg
PRESS RELEASE



Contacts:    Don R. Madison, CFO
Powell Industries, Inc.
713-947-4422



POWELL INDUSTRIES ANNOUNCES
FISCAL 2017 FIRST QUARTER RESULTS

HOUSTON — FEBRUARY 7, 2017 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management, control and distribution of electrical energy, today announced results for the fiscal 2017 first quarter ended December 31, 2016.
Revenues for the first quarter of fiscal 2017 were $110.3 million compared to revenues of $150.0 million for the first quarter of fiscal 2016. The Company reported a net loss for the first quarter of fiscal 2017 of $0.3 million, or $0.03 per diluted share, compared to a net loss of $0.5 million, or $0.04 per diluted share, for the first quarter of fiscal 2016. Excluding restructuring and separation costs, net income for the fourth quarter of fiscal 2016 was $2.0 million, or $0.18 per diluted share. A reconciliation of this non-GAAP financial measure to net income is included in the financial tables below.
Brett A. Cope, Powell’s President and Chief Executive Officer, stated, “Our first quarter results reflect the challenges we faced entering 2017 with a reduced backlog and continued downward pressure on Powell’s core oil, gas and petrochemical markets. While inquiry activity has remained steady relative to what we have seen in the past several quarters, we continue to experience price pressure and increased uncertainty around the timing of the order cycle process.


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“Despite these challenges, Powell remains focused on maintaining our strong financial position by strengthening our balance sheet, generating positive net cash from operating activities and increasing our cash position. Powell employees, working both within and across our division lines, are delivering superior project execution and improving our efficiencies throughout our operations.”
New orders placed during the first quarter of fiscal 2017 totaled $91 million compared to $111 million in the fourth quarter of fiscal 2016 and compared to $102 million in the first quarter of fiscal 2016. The Company’s backlog as of December 31, 2016 was $271 million compared to $291 million as of September 30, 2016 and compared to $391 million at the end of last year’s first quarter.
As Powell continues to be adversely affected by uncertain market conditions, second quarter 2017 revenue is not likely to improve sequentially from the first quarter and the Company continues to expect to report a net loss in fiscal 2017.

CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, February 8, 2017 at 11:00 a.m. Eastern time. To participate in the conference call, dial 412-902-0030 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 14, 2016. To access the replay, dial 201-612-7415 using a passcode of 13650251#.
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, designs, manufactures and services custom-engineered equipment and systems for the distribution, control and monitoring 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

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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.
This press release contains references to certain non-GAAP financial measures discussed above. Please see the financial table below for more details on these non-GAAP financial measures, including a reconciliation of these non-GAAP financial measures to net income and the reasons management believes these measures are useful to investors.


3


POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


 
Three months ended December 31,
 
2016
 
2015
(In thousands, except per share data)
 
 
 
 
(Unaudited)
 
 
 
 
Revenues
$
110,341

 
$
149,977

Cost of goods sold
95,342

 
126,827

Gross profit
14,999

 
23,150

 
 
 
 
Selling, general and administrative expenses
15,698

 
19,400

Research and development expenses
1,469

 
1,854

Amortization of intangible assets
88

 
88

Restructuring and separation expenses
—

 
3,797

Operating loss
(2,256
)
 
(1,989
)
 
 
 
 
Other income
(507
)
 
(507)

Interest expense
34

 
24

Interest income
(42
)
 
—

Loss before income taxes
(1,741
)
 
(1,506
)
 
 
 
 
Income tax benefit
(1,441
)
 
(1,047
)
 
 
 
 
Net loss
$
(300
)
 
$
(459
)
 
 
 
 
Loss per share:
 
 
 
   Basic
$
(0.03
)
 
$
(0.04
)
   Diluted
$
(0.03
)
 
$
(0.04
)
 
 
 
 
Weighted average shares:
 
 
 
   Basic
11,438

 
11,395

   Diluted
11,438

 
11,395

 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
Depreciation and Amortization
$
3,151

 
$
3,284

Capital Expenditures
$
928

 
$
629

Dividends Paid
$
2,966

 
$
2,992



4



POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
December 31,
 
September 30,
 
2016
 
2015
(In thousands)
(Unaudited)
 
 
 
 
Assets:
 
 
 
 
 
 
 
   Cash, cash equivalents and short-term investments
$
95,456

 
$
97,720

 
 
 
 
   Other current assets
186,265

 
206,420

 
 
 
 
   Property, plant and equipment (net)
141,450

 
144,977

 
 
 
 
   Long-term assets
13,821

 
13,399

 
 
 
 
      Total assets
$
436,992

 
$
462,516

 
 
 
 
 
 
 
 
Liabilities & equity:
 
 
 
 
 
 
 
   Current liabilities
$
98,575

 
$
97,720

 
 
 
 
   Long-term debt, net of current maturities
1,600

 
206,420

 
 
 
 
   Deferred and other long-term liabilities
6,766

 
144,977

 
 
 
 
   Stockholders’ equity
330,051

 
13,399

 
 
 
 
      Total liabilities and stockholders’ equity
$
436,992

 
$
462,516

 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
   Working capital
$
183,146

 
$
185,892

 
 
 
 


5



POWELL INDUSTRIES, INC. & SUBSIDIARIES
NON-GAAP NET INCOME RECONCILIATION



 
Three months ended December 31,
(In thousands)
2016
 
2015
 
(Unaudited)
Reconciliation of GAAP Net Income to Non-GAAP Net Income:
 
 
 
 
 
 
 
GAAP Net loss
$
(300
)
 
$
(459
)
Non-GAAP items:
 
 
 
Restructuring and separation costs
—

 
3,797

Income tax effect of non-GAAP items
—

 
(1,329
)
 
 
 
 
Non-GAAP Net income (loss)
$
(300
)
 
$
2,009

 
 
 
 
 
 
 
 
Diluted shares outstanding
11,438

 
11,395

 
 
 
 
Diluted Earnings Per Share:
 
 
 
 
 
 
 
GAAP earnings per share
$
(0.03
)
 
$
(0.04
)
Non-GAAP earnings per share
$
(0.03
)
 
$
0.18

 
 
 
 

For all periods presented, the Company defines non-GAAP net income as net income which excludes Restructuring and separation costs. The income tax effect is based on the applicable statutory rate. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. However, the Company believes by excluding these items, these non-GAAP financial measures are helpful in comparing the historical results to current results because this non-GAAP information provides consistent measures of the underlying results of our ongoing operations. 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.

The non-GAAP items, and the basis for excluding them from GAAP financial measures, are outlined below:

•
Restructuring and separation costs– In the first quarter of fiscal 2016, we incurred restructuring and separation costs of approximately $3.8 million associated with the departure of our Chief Executive Officer.


Due to the nature of these items, the Company does not believe that these items reflect its ongoing operations.


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Exhibit

Exhibit 99.2

https://cdn.kscope.io/1ef306cae45d3e9c9a0929111569ef3c-ex992powldividendanno_image1.jpg
PRESS RELEASE


Contact:    Don R. Madison, CFO
Powell Industries, Inc.
FOR IMMEDIATE RELEASE
713-947-4422


  
POWELL INDUSTRIES DECLARES QUARTERLY CASH DIVIDEND

HOUSTON — February 7, 2017 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management, control and distribution of electrical energy, today announced that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.26 per share. The dividend is payable on March 15, 2017 to shareholders of record at the close of business on February 15, 2017.

Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the management, control and distribution 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.