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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: May 8, 2018
(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 May 8, 2018, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2018 second quarter ended March 31, 2018. 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 May 8, 2018, 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 May 23, 2018. This dividend will be paid on June 20, 2018. 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
99.2






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: May 8, 2018        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/db46949816a533eaeb1c5ec6f64e0cd2-ex991q417earningsrele_image1.jpg
PRESS RELEASE



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



POWELL INDUSTRIES ANNOUNCES
FISCAL 2018 SECOND QUARTER RESULTS

HOUSTON — MAY 8, 2018 — 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 2018 second quarter ended March 31, 2018.
Revenues for the second quarter of fiscal 2018 were $101.5 million, compared to revenues of $90.2 million for the first quarter of 2018 and revenues of $104.7 million for the second quarter of fiscal 2017. The Company reported a net loss for the second quarter of $3.3 million, or $0.29 per diluted share, compared to a net loss of $5.7 million, or $0.49 per diluted share for the first quarter of fiscal 2018 and a net loss of $0.8 million, or $0.07 per diluted share, for the second quarter of fiscal 2017.
Brett A. Cope, Powell’s President and Chief Executive Officer, stated, “Our second quarter 2018 results reflect improvements in operations and a strengthening backlog, both in terms of volumes and improved price levels, over fiscal 2017. Customer sentiment in some of our end markets continues to improve, commercial and municipal projects in particular, as the outlook for U.S. infrastructure strengthens. We are now beginning to see customer activity around several larger projects which appear to be moving toward funding decisions between now and into fiscal

1


2019. After-market, brownfield opportunities remain steady as the need for smaller, short-cycle service work continues.”
New orders placed during the second quarter of fiscal 2018 totaled $142 million compared to $100 million in the first quarter of fiscal 2018 and compared to $62 million in the second quarter of fiscal 2017. The Company’s backlog as of March 31, 2018 was $300 million compared to $260 million as of December 31, 2017 and compared to $228 million at the end of last year’s second quarter.

OUTLOOK
Powell continues to expect a net loss in fiscal 2018. However, the Company estimates its second half fiscal 2018 performance to show an improvement over the first half as new customer orders have improved as anticipated.

CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, May 9, 2018 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 May 16, 2018. To access the replay, dial 201-612-7415 using a passcode of 13678469#.
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

2


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.



3



POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

 
Three Months Ended March 31,
 
Six months ended March 31,
 
2018
 
2017
 
2018
 
2017
(In thousands, except per share data)
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
Revenues
$
101,505

 
$
104,680

 
$
191,689

 
$
215,021

Cost of goods sold
89,084

 
88,858

 
168,713

 
184,200

Gross profit
12,421

 
15,822

 
22,976

 
30,821

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
16,073

 
15,994

 
32,288

 
31,692

Research and development expenses
1,636

 
1,623

 
3,294

 
3,092

Amortization of intangible assets
44

 
88

 
117

 
176

Restructuring and separation expenses
—

 
840

 
—

 
840

Operating loss
(5,332
)
 
(2,723
)
 
(12,723
)
 
(4,979
)
 
 
 
 
 
 
 
 
Other income
—

 
(507
)
 
(507
)
 
(1,015
)
Interest expense
51

 
47

 
102

 
81

Interest income
(293
)
 
(89
)
 
(495
)
 
(131
)
Loss before income taxes
(5,090
)
 
(2,174
)
 
(11,823
)
 
(3,914
)
 
 
 
 
 
 
 
 
Income tax benefit
(1,760
)
 
(1,345
)
 
(2,831
)
 
(2,786
)
 
 
 
 
 
 
 
 
Net loss
$
(3,330
)
 
$
(829
)
 
$
(8,992
)
 
$
(1,128
)
 
 
 
 
 
 
 
 
Loss per share:
 
 
 
 
 
 
 
   Basic
$
(0.29
)
 
$
(0.07
)
 
$
(0.78
)
 
$
(0.10
)
   Diluted
$
(0.29
)
 
$
(0.07
)
 
$
(0.78
)
 
$
(0.10
)
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
   Basic
11,509

 
11,445

 
11,503

 
11,441

   Diluted
11,509

 
11,445

 
11,503

 
11,441

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and Amortization
$
3,189

 
$
3,163

 
$
6,424

 
$
6,314

Capital Expenditures
$
1,114

 
$
774

 
$
2,815

 
$
1,702

Dividends Paid
$
2,977

 
$
2,968

 
$
5,954

 
$
5,934



4



POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 
March 31, 2018
 
September 30, 2017
(In thousands)
(Unaudited)
 
 
 
 
Assets:
 
 
 
 
 
 
 
   Cash and cash equivalents and short-term investments
$
69,162

 
$
95,188

 
 
 
 
 Restricted cash
22,943

 
15,104

 
 
 
 
   Other current assets
143,806

 
139,779

 
 
 
 
   Property, plant and equipment (net)
134,675

 
139,420

 
 
 
 
 Restricted cash (non-current)
7,535

 
9,747

 
 
 
 
   Long-term assets
22,016

 
15,748

 
 
 
 
      Total assets
$
400,137

 
$
414,986

 
 
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
   Current liabilities
$
85,707

 
$
85,579

 
 
 
 
   Long-term debt, net of current maturities
1,200

 
1,600

 
 
 
 
   Deferred and other long-term liabilities
6,838

 
6,511

 
 
 
 
   Stockholders’ equity
306,392

 
321,296

 
 
 
 
      Total liabilities and stockholders’ equity
$
400,137

 
$
414,986

 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
   Working capital
$
150,204

 
$
164,492

 
 
 
 




5
Exhibit
Exhibit 99.2



https://cdn.kscope.io/db46949816a533eaeb1c5ec6f64e0cd2-ex991q417earningsrele_image1.jpg PRESS RELEASE



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


  
POWELL INDUSTRIES DECLARES QUARTERLY CASH DIVIDEND

HOUSTON — May 8, 2018 — 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 June 20, 2018 to shareholders of record at the close of business on May 23, 2018.

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.