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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 7, 2019
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02 – Results of Operations and Financial Condition
On May 7, 2019, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2019 second quarter ended March 31, 2019. 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 7, 2019, 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 22, 2019. This dividend will be paid on June 19, 2019. 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 7, 2019        By: /s/ Michael W. Metcalf    
         Michael W. Metcalf
         Executive Vice President
Chief Financial Officer
(Principal Financial Officer)


Exhibit


Exhibit 99.1


https://cdn.kscope.io/df1231bae9e41ea14b5dc5fa3c9328b4-powelllogoa09.jpgPRESS RELEASE

FOR IMMEDIATE RELEASE

Contacts:    Michael W. Metcalf, CFO
        Powell Industries, Inc.
713-947-4422

Ken Dennard / Natalie Hairston
Dennard Lascar Investor Relations
713-529-6600


POWELL INDUSTRIES ANNOUNCES
FISCAL 2019 SECOND QUARTER RESULTS
2Q FISCAL 2019 BOOK TO BILL 1.6

HOUSTON — MAY 7, 2019 — 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 2019 second quarter ended March 31, 2019.
Revenues for the second quarter of fiscal 2019 were $123.7 million compared to revenues of $109.4 million for the first quarter of fiscal 2019 and revenues of $101.5 million for the second quarter of fiscal 2018. The Company reported net income for the second quarter of $1.0 million, or $0.08 per diluted share, compared to a net loss of $2.7 million, or $0.23 per diluted share, for the first quarter of fiscal 2019 and a net loss of $3.3 million, or $0.29 per diluted share, for the second quarter of fiscal 2018.
New orders placed during the second quarter of fiscal 2019 totaled $197 million compared to $172 million in the first quarter of fiscal 2019 and compared to $142 million in the second quarter of fiscal 2018. The Company’s backlog as of March 31, 2019 was $397 million up 23% sequentially from $322 million as of December 31, 2018 and compared to $300 million at the end of last year’s second quarter.

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Brett A. Cope, Powell’s President and Chief Executive Officer, stated, “Our second quarter results reflect a combination of solid operational execution and improved utilization of our people and facilities. New orders were strong in the quarter driven largely by our core domestic oil, gas and petrochemical customers. We also experienced improved orders across our international operations as activity continues to strengthen in several of our key global markets.”
Cope added, “We are encouraged by the sustained level of market activity and continue to build a backlog that reflects the strengthening end market demand. In the second half of fiscal 2019, we will maintain our focus on operational execution and delivering on the trust our customers have placed in Powell. New inquiry activity was strong in the second quarter and we expect this trend to continue through the rest of the fiscal year. Overall, we expect that the growth and improved quality of our backlog will position Powell for modest improvement in the second half of 2019 over the first half.”

OUTLOOK
Commenting on the company's outlook, Michael Metcalf, Powell’s Chief Financial Officer said, “We continue to see strength in our core industrial markets resulting in an improved backlog position. The business is beginning to see this benefit through higher global factory volumes and the associated cost efficiencies driving margin improvement over fiscal year 2018. Additionally, with this increased level of market activity, the business has delivered strong free cash flow through the first half of fiscal 2019. Looking forward, we anticipate that our focus on end market activity and project execution through the second half of the year will result in a return to profitability for the business in fiscal year 2019. We remain committed to our prudent working capital management and believe that we are well positioned to deliver on our growing backlog.”

CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, May 8, 2019 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 15, 2019. To access the replay, dial 201-612-7415 using a passcode of 13689047#.
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 15 minutes before the call begins to register, download and install

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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 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
CONSOLIDATED STATEMENT OF OPERATIONS

 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
(In thousands, except per share data)
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
Revenues
$
123,737

 
$
101,505

 
$
233,088

 
$
191,689

Cost of goods sold
103,662

 
89,084

 
198,382

 
168,713

Gross profit
20,075

 
12,421

 
34,706

 
22,976

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
17,195

 
16,073

 
33,123

 
32,288

Research and development expenses
1,663

 
1,636

 
3,357

 
3,294

Amortization of intangible assets
44

 
44

 
88

 
117

Operating income (loss)
1,173

 
(5,332
)
 
(1,862
)
 
(12,723
)
 
 
 
 
 
 
 
 
Other income
—

 
—

 
—

 
(507
)
Interest expense
55

 
51

 
111

 
102

Interest income
(245
)
 
(293
)
 
(402
)
 
(495
)
Income (loss) before income taxes
1,363

 
(5,090
)
 
(1,571
)
 
(11,823
)
 
 
 
 
 
 
 
 
Income tax expense (benefit)
405

 
(1,760
)
 
166

 
(2,831
)
 
 
 
 
 
 
 
 
Net income (loss)
$
958

 
$
(3,330
)
 
$
(1,737
)
 
$
(8,992
)
 
 
 
 
 
 
 
 
Income (loss) per share:
 
 
 
 
 
 
 
   Basic
$
0.08

 
$
(0.29
)
 
$
(0.15
)
 
$
(0.78
)
   Diluted
$
0.08

 
$
(0.29
)
 
$
(0.15
)
 
$
(0.78
)
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
   Basic
11,570

 
11,509

 
11,560

 
11,503

   Diluted
11,632

 
11,509

 
11,560

 
11,503

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and Amortization
$
3,239

 
$
3,189

 
$
6,460

 
$
6,424

Capital Expenditures
$
1,208

 
$
1,114

 
$
1,972

 
$
2,815

Dividends Paid
$
2,996

 
$
2,977

 
$
5,988

 
$
5,954



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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 
March 31, 2019
 
September 30, 2018
(In thousands)
(Unaudited)
 
 
 
 
Assets:
 
 
 
 
 
 
 
   Cash, cash equivalents and short-term investments
$
72,367

 
$
49,754

 
 
 
 
 Restricted cash
10,835

 
19,154

 
 
 
 
   Other current assets
181,157

 
207,754

 
 
 
 
   Property, plant and equipment (net)
122,836

 
128,764

 
 
 
 
 Restricted cash (non-current)
7,791

 
5,987

 
 
 
 
   Long-term assets
18,618

 
18,538

 
 
 
 
      Total assets
$
413,604

 
$
429,951

 
 
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
   Current liabilities
$
110,283

 
$
117,849

 
 
 
 
   Long-term debt, net of current maturities
800

 
1,200

 
 
 
 
   Deferred and other long-term liabilities
10,227

 
9,258

 
 
 
 
   Stockholders’ equity
292,294

 
301,644

 
 
 
 
      Total liabilities and stockholders’ equity
$
413,604

 
$
429,951

 
 
 
 
 
 
 
 
SELECTED FINANCIAL DATA:
 
 
 
 
 
 
 
   Working capital
$
154,076

 
$
158,813

 
 
 
 




5
Exhibit
             Exhibit 99.2
https://cdn.kscope.io/df1231bae9e41ea14b5dc5fa3c9328b4-powelllogoa09.jpg     PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:    Mike Metcalf, CFO
Powell Industries, Inc.
713-947-4422

Ken Dennard / Natalie Hairston
Dennard Lascar Investor Relations
713-529-6600

    
POWELL INDUSTRIES DECLARES QUARTERLY CASH DIVIDEND

HOUSTON - May 7, 2019 - 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 19, 2019 to shareholders of record at the close of business on May 22, 2019.

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.