1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ------ (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-6050 ------ POWELL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0106100 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8550 MOSLEY DRIVE, HOUSTON, TEXAS 77075-1180 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713)944-6900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of Act: Common Stock, par value $.01 per share Indicate by "X" whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by "X" if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $46,390,148 as of January 25, 2000. The number of shares of the Company's Common Stock outstanding on that date was 10,675,000 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2000 annual meeting of stockholders to be filed not later than 120 days after October 31, 1999 are incorporated by reference into Part III. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
2 METHODS OF DISTRIBUTION AND CUSTOMERS The Company's products are sold through manufacturers' representatives and its internal sales force. The Company is not dependent on any single customer for sales and the loss of any specific customer would not have a material adverse effect upon the Company. No single customer or export country accounted for more than 10% of consolidated revenues in the fiscal years ended 1999, 1998 or 1997. Export revenues were $70,373,000, $85,448,000 and $88,107,000 in fiscal years 1999, 1998 and 1997, respectively. See Note I of the Notes to Consolidated Financial Statements showing the geographic areas in which these revenues were recorded. COMPETITION The Company is engaged in a highly competitive business which is characterized by a small number of much larger companies that dominate the bulk of the market and a large number of smaller companies that compete for a limited share of such market. In the opinion of management, the competitive position of the Company is dependent on the ability of the Company to provide quality products to a customer's specifications, on a timely basis, at a competitive price, utilizing state-of-the-art materials, design and production methods. Some of the Company's principal competitors are larger and have greater capital and management resources. EMPLOYEES At October 31, 1999, the Company employed 1,121 employees on a full-time basis. Management considers its employee relations to be good. BACKLOG The Company's backlog of orders was $156,143,000 and $143,394,000 at October 31, 1999 and 1998, respectively, and the percentage of its 1999 year end backlog that it does not expect to fill in fiscal year 2000 is 22%. Orders included in the backlog are represented by purchase orders which the Company believes to be firm. The terms on which the Company accepts orders include a penalty for cancellation. Historically, no material amount of orders included in backlog has been canceled. No material portion of the Company's business is seasonal in nature. RESEARCH AND DEVELOPMENT During the fiscal years ended October 31, 1999, 1998 and 1997, the Company spent approximately $3,031,000, $2,693,000 and $2,649,000 respectively, on research and development programs. 3
3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By /s/ THOMAS W. POWELL ----------------------------------- Thomas W. Powell President and Chief Executive Officer (Principal Executive Officer) By /s/ J.F. AHART ----------------------------------- J.F. Ahart Vice President Secretary and Treasurer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated: SIGNATURE TITLE --------- ----- /s/ THOMAS W. POWELL Chairman of the Board - ----------------------------------------------------- Thomas W. Powell /s/ J. F. AHART Director - ----------------------------------------------------- J. F. Ahart /s/ JOSEPH L. BECHERER Director - ----------------------------------------------------- Joseph L. Becherer /s/ EUGENE L. BUTLER Director - ----------------------------------------------------- Eugene L. Butler /s/ BONNIE L. POWELL Director - ----------------------------------------------------- Bonnie L. Powell /s/ STEPHEN W. SEALE, JR. Director - ----------------------------------------------------- Stephen W. Seale, Jr. /s/ LAWRENCE R. TANNER Director - ----------------------------------------------------- Lawrence R. Tanner Date: January 28, 2000 31