Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: December 12, 2005
(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 Drive | ||
| Houston, Texas | 77075-1180 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action
(17CFR240.14D-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 2.02 — Results of Operations and Financial Condition
On December 14, 2005, Powell Industries, Inc. (NASDAQ: POWL) held a conference call to discuss its
fiscal 2005 fourth quarter and year ended October 31, 2005 results, as reflected in the attached
press release dated December 14, 2005 released earlier that day. A replay of the Company’s audio
webcast can be accessed through the “Investor Relations/Events” tab at www.powellind.com. The
webcast contains forward-looking statements, which are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Readers 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, the
Company is subject to certain risk factors, including but not limited to 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. The information in this Current Report is being furnished pursuant to Item 2.02, Results
of Operations and Financial Condition. Pursuant to general instruction B.2. of Form 8-K, the
information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into any registration
statement pursuant to the Securities Act of 1933.
Item 5.03 — Change in Fiscal Year
On December 12, 2005, by unanimous consent, the Board of Directors of the Company resolved that
effective November 1, 2005, the fiscal year of the Company beginning on that date shall end on
September 30, 2006 and from and after that date the fiscal year of the Company shall be the period
beginning on October 1 of each year and ending on September 30 of the following year with the
quarterly periods in the year-ended September 30, 2006 being: First Quarter — November 1, 2005
through January 31, 2006; Second Quarter — February 1, 2006 through April 30, 2006; Third Quarter
— May 1, 2006 through July 31, 2006; and Fourth Quarter — August 1, 2006 through September 30,
2006. The Company intends to file a transition report on Form 10-K to reflect the transition
period of November 1, 2005 through September 30, 2006.
Item 9.01 —Exhibits
On December 13, 2005, the Company announced that it will change its fiscal year-end to September
30, from October 31, effective September 30, 2006. A copy of the press release announcing the
change in fiscal year is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
On December 14, 2005, the Company announced results for its fiscal 2005 fourth quarter and year
ended October 31, 2005. A copy of the press release announcing the results is attached hereto as
Exhibit 99.2 and incorporated herein by this reference.
| (c) | Exhibits: |
| Exhibit Number |
Description |
||
| 99.1 | Press Release dated December 13, 2005 | ||
| 99.2 | Press Release dated December 14, 2005 |
Table of Contents
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: December 16, 2005
|
By: /s/ DON R. MADISON Don R. Madison Vice President Chief Financial Officer (Principal Accounting and Financial Officer) |
Table of Contents
EXHIBIT INDEX
| Exhibit Number |
Description |
||
| 99.1 | Press Release dated December 13, 2005 | ||
| 99.2 | Press Release dated December 14, 2005 |
EXHIBIT 99.1
|
 |
| Contacts: | Don R. Madison, CFO | |||||
FOR IMMEDIATE RELEASE
|
Powell Industries, Inc. | |||||
| 713-947-4422 | ||||||
| Ken Dennard / ksdennard@drg-e.com | ||||||
| Karen Roan / kcroan@drg-e.com | ||||||
| DRG&E / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES CHANGE
IN ITS FISCAL YEAR-END
IN ITS FISCAL YEAR-END
HOUSTON — DECEMBER 13, 2005 — Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer
of equipment and systems for the management and control of electrical energy and other critical
processes, today announced that it will change its fiscal year-end to September 30 from October 31,
effective September 30, 2006. The company has elected to maintain its quarterly reporting schedule
for the first three quarters of fiscal year 2006. Powell’s fourth quarter, however, will be
comprised of only two months.
The company is making this change to move forward the timing of its year-end by one month to
coincide with calendar quarters and reduce the impact that holidays have on the company’s reporting
timeline. New accounting and auditing requirements have increased the extent of work required at
year-end and have accelerated the 10-K filing deadline, allowing fewer calendar days to complete
the additional procedures.
Powell Industries, Inc., headquartered in Houston, TX, designs, manufactures and services
equipment and systems for the management and control of electrical energy and other critical
processes. Powell provides products and services to the transportation, environmental, industrial
and utility industries. For more information, please visit www.powellind.com.
# # #
EXHIBIT 99.2
|
|
|
| Contacts: | Don R. Madison, CFO | |||||
FOR IMMEDIATE RELEASE
|
Powell Industries, Inc. | |||||
| 713-947-4422 | ||||||
| Ken Dennard / ksdennard@drg-e.com | ||||||
| Karen Roan / kcroan@drg-e.com | ||||||
| DRG&E / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES FISCAL 2005
FOURTH QUARTER AND YEAR END RESULTS
FOURTH QUARTER AND YEAR END RESULTS
HOUSTON — DECEMBER 14, 2005 — Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer
of equipment and systems for the management and control of electrical energy and other critical
processes, today announced results for the fiscal 2005 fourth quarter and year ended October 31,
2005.
Revenues for the fourth quarter of 2005 were $83.1 million, of which $16.8 million
is attributable to business operations of the company’s July 2005 acquisition, compared to revenues
of $48.6 million for the fourth quarter of 2004. The balance of the revenue growth is due
primarily to continued improvement in Powell’s Electrical Power Products business segment. Net
income for the fourth quarter was $1.8 million, or $0.17 per diluted share, compared to a net loss
of $175,000, or ($0.02) per share, in the same period a year ago.
Thomas W. Powell, chairman and chief executive officer, stated, “We experienced a good fourth
quarter, demonstrating ongoing improvement in our Electrical Power Products business. We are
pleased with the strength of new orders and are encouraged by the margin improvement in our
backlog. We remain optimistic about the overall level of business activity and the opportunities in
our markets.”
The Electrical Power Products segment recorded revenues of $73.8 million in the fourth
quarter, of which $16.8 million is attributable to business operations of the company’s July 2005
acquisition, compared to $40.0 million in the fourth quarter a year ago. Income before income
taxes for Electrical Power Products totaled $2.7 million versus loss before income taxes of $1.5
million in last year’s fourth quarter.
The Process Control Systems segment recorded revenues for the fourth quarter of $9.4 million
compared to $8.6 million for the same period a year ago. Income before income taxes for Process
Control Systems totaled $1.0 million versus $426,000 a year ago.
The company’s order backlog as of October 31, 2005 was $259 million compared to $134 million
at the end of the fourth quarter a year ago and compared to $251 million at the end of the third
quarter of fiscal 2005. New orders placed during the fourth quarter totaled $91.5 million versus
$61.5 million in the fourth quarter a year ago and versus $135.4 million in this year’s third
quarter, which included a contract totaling $51.0 million awarded by The Washington Metropolitan
Area Transit Authority (WMATA).
Revenues for fiscal 2005 were $256.6 million, of which $19.9 million is attributable to
business operations of the company’s July 2005 acquisition, compared to revenues of $206.1 million
for fiscal 2004. Net income for fiscal 2005 was $2.3 million, or $0.21 per diluted share, versus
net income of $1.7 million, or $0.15 per diluted share, for fiscal 2004.
The Electrical Power Products segment recorded revenues of $220.1 million in fiscal 2005, of
which $19.9 million is attributable to business operations of the company’s July 2005 acquisition,
compared to $173.5 million for fiscal 2004. Loss before income taxes for Electrical Power Products
in fiscal 2005 was $438,000 compared to loss before income taxes of $87,000 for fiscal 2004.
The Process Control Systems segment recorded revenues for fiscal 2005 of $36.5 million
compared to $32.7 million for fiscal 2004. Income before income taxes for Process Control Systems
for fiscal 2005 totaled $3.9 million versus $1.5 million for fiscal 2004.
OUTLOOK
The following statements are based on the current expectations of the company. These
statements are forward-looking and actual results may differ materially as further elaborated in
the last paragraph below.
As previously announced, the company will change its fiscal year-end to September 30 from
October 31, effective September 30, 2006. The company is making this change to move forward the
timing of its year-end by one month to coincide with calendar quarters and reduce the impact that
holidays have on the company’s reporting timeline. New accounting and auditing requirements have
increased the extent of work required at year-end and have accelerated the 10-K filing deadline,
allowing fewer calendar days to complete the additional procedures. Accordingly, the outlook
provided below for fiscal 2006 consists of eleven months compared to twelve months in fiscal 2005.
Powell Industries expects fiscal 2006 first quarter earnings to range between $0.06 and $0.11
per diluted share and full year 2006 earnings to range between $0.45 and $0.55 per diluted share.
Fiscal 2006 revenue is expected to range between $300 million and $325 million. Included in the
company’s outlook for 2006 are projected incremental costs for the expensing of stock options and
the implementation of a new ERP system, which will be phased in throughout the year.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, December 14, 2005, at 11:00
a.m. eastern time. To participate in the conference call, dial 706-634-2265 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 21, 2005. To access the replay, dial 706-645-9291 using a passcode of 2935975.
Investors, analysts and the general public will also have the opportunity to listen to the
conference call over the Internet by visiting http://www.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 http://www.powellind.com.
Powell Industries, Inc., headquartered in Houston, TX, designs, manufactures and services
equipment and systems for the management and control of electrical energy and other critical
processes. Powell provides products and services to the transportation, environmental, industrial
and utility industries. For more information, please visit www.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 uncertainty 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, including but not limited to
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.
Tables to follow
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Three Months Ended | Years Ended | |||||||||||||||
| October 31, | October 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 83,127 | $ | 48,634 | $ | 256,645 | $ | 206,142 | ||||||||
Cost of goods sold |
67,229 | 40,148 | 212,785 | 170,165 | ||||||||||||
Gross profit |
15,898 | 8,486 | 43,860 | 35,977 | ||||||||||||
Selling, general and administrative expenses |
13,085 | 9,783 | 41,846 | 35,357 | ||||||||||||
Gain on sale of land and building |
1,052 | — | 1,052 | — | ||||||||||||
Income (loss) before interest, income taxes and minority interest |
3,865 | (1,297 | ) | 3,066 | 620 | |||||||||||
Interest expense |
375 | 28 | 721 | 136 | ||||||||||||
Interest income |
(224 | ) | (278 | ) | (1,107 | ) | (880 | ) | ||||||||
Income (loss) before income taxes and minority interest |
3,714 | (1,047 | ) | 3,452 | 1,364 | |||||||||||
Income tax provision (benefit) |
1,818 | (849 | ) | 1,138 | (282 | ) | ||||||||||
Minority interest in net income (loss) |
56 | (23 | ) | 63 | (23 | ) | ||||||||||
Net income (loss) |
$ | 1,840 | $ | (175 | ) | $ | 2,251 | $ | 1,669 | |||||||
Net earnings (loss) per common share: |
||||||||||||||||
Basic |
$ | 0.17 | $ | (0.02 | ) | $ | 0.21 | $ | 0.16 | |||||||
Diluted |
$ | 0.17 | $ | (0.02 | ) | $ | 0.21 | $ | 0.15 | |||||||
Weighted average shares: |
||||||||||||||||
Basic |
10,844 | 10,723 | 10,779 | 10,688 | ||||||||||||
Diluted |
11,065 | 10,723 | 10,928 | 10,774 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Capital Expenditures |
$ | 2,882 | $ | 1,552 | $ | 6,108 | $ | 6,472 | ||||||||
Depreciation and amortization |
$ | 2,022 | $ | 1,137 | $ | 5,266 | $ | 4,533 | ||||||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
| October 31, | October 31, | |||||||
| 2005 | 2004 | |||||||
| (In thousands) | (Unaudited) | |||||||
Assets: |
||||||||
Current assets |
$ | 164,055 | $ | 145,620 | ||||
Property, plant and equipment, net |
55,522 | 45,041 | ||||||
Other assets |
11,044 | 5,418 | ||||||
Total assets |
$ | 230,621 | $ | 196,079 | ||||
Liabilities & stockholders’ equity: |
||||||||
Current liabilities |
$ | 60,462 | $ | 46,350 | ||||
Long-term debt and capital lease obligations,
net of current maturities |
19,378 | 6,626 | ||||||
Deferred and other long-term liabilities |
6,087 | 3,050 | ||||||
Stockholders’ equity and minority interest |
144,694 | 140,053 | ||||||
Total liabilities and stockholders’ equity |
$ | 230,621 | $ | 196,079 | ||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS
SEGMENTS
| Three Months Ended | Years Ended | |||||||||||||||
| October 31, | October 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 73,761 | $ | 40,048 | $ | 220,123 | $ | 173,456 | ||||||||
Process Control Systems |
9,366 | 8,586 | 36,522 | 32,686 | ||||||||||||
Total revenues |
$ | 83,127 | $ | 48,634 | $ | 256,645 | $ | 206,142 | ||||||||
Income (loss) before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 2,702 | $ | (1,473 | ) | $ | (438 | ) | $ | (87 | ) | |||||
Process Control Systems |
1,012 | 426 | 3,890 | 1,451 | ||||||||||||
Total income (loss) before income taxes |
$ | 3,714 | $ | (1,047 | ) | $ | 3,452 | $ | 1,364 | |||||||
| October 31, | October 31, | |||||||
| 2005 | 2004 | |||||||
| (In thousands) | (Unaudited) | |||||||
Identifiable tangible assets: |
||||||||
Electrical Power Products |
$ | 173,544 | $ | 114,374 | ||||
Process Control Systems |
10,761 | 11,889 | ||||||
Corporate |
41,976 | 69,270 | ||||||
Total identifiable tangible assets |
$ | 226,281 | $ | 195,533 | ||||
Backlog: |
||||||||
Electrical Power Products |
$ | 212,979 | $ | 89,491 | ||||
Process Control Systems |
46,129 | 44,763 | ||||||
Total backlog |
$ | 259,108 | $ | 134,254 | ||||