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
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: June 7, 2006
(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))
Item 2.02 — Results of Operations and Financial Condition
On June 7, 2006, Powell Industries, Inc. (NASDAQ: POWL) held a conference call to discuss the
results of its fiscal 2006 second quarter ended April 30, 2006, as reflected in the attached press
release dated June 7, 2006 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 and the
press release contain 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 9.01 —Exhibits
On June 7, 2006, the Company announced results for its fiscal 2006 second quarter ended April 30,
2006. A copy of the press release announcing the results is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
(c) Exhibits:
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated June 7, 2006 |
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: June 8, 2006 | By: | /s/ DON R. MADISON | ||
| Don R. Madison | ||||
| Vice President Chief Financial Officer (Principal Accounting and Financial Officer) |
||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated June 7, 2006 |
EXHIBIT 99.1
|
Press Release |
| 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 2006
SECOND QUARTER RESULTS
SECOND QUARTER RESULTS
HOUSTON — JUNE 7, 2006 — 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 2006 second quarter ended April 30, 2006.
Revenues for the second quarter of 2006 were $98.4 million, of which $14.3 million
is attributable to business operations of the Company’s July 2005 acquisition, compared to revenues
of $58.9 million for the second quarter of fiscal 2005. Second quarter revenue growth is a result
of the continued strengthening of Powell’s Electrical Power Products business segment. Net income
for the second quarter was $4.1 million, or $0.37 per diluted share, compared to a net loss of
$295,000, or ($0.03) per share, in the same period a year ago.
Thomas W. Powell, chairman and chief executive officer, stated, “We are encouraged with our
second quarter results. We saw a dramatic turnaround in our earnings from a year ago, reflecting
continued strength in our Electrical Power Products business. During the quarter, we shifted some
work forward to support our customers’ emergency work related to last year’s storms. Additionally,
the ramp up in our business volume went very well, and we are seeing benefits from the capital
investments and process improvements we made over the last two years.”
The Electrical Power Products segment recorded revenues of $91.9 million in the second
quarter, of which $14.3 million is attributable to business operations of the Company’s July 2005
acquisition, compared to $48.4 million in the second quarter a year ago. Income before income
taxes for Electrical Power Products totaled $6.4 million versus a loss before income taxes of $1.5
million in last year’s second quarter.
The Process Control Systems segment recorded revenues for the second quarter of $6.6 million
compared to $10.5 million for the same period a year ago due to a lower proportion of subcontracted
installation activities. Income before income taxes for Process Control Systems totaled $365,000
versus $785,000 a year ago.
The Company’s order backlog as of April 30, 2006 was $269 million compared to $161 million at
the end of the second quarter a year ago and compared to $287 million at the end of the first
quarter of fiscal 2006. New orders placed during the second quarter totaled $81 million compared
to $74 million in the second quarter a year ago and $111 million in the first quarter of fiscal
2006.
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. Accordingly, the outlook provided for
fiscal 2006 consists of eleven months compared to twelve months in fiscal 2005.
Powell Industries expects fiscal 2006 third quarter earnings to range between $0.30 and $0.35
per diluted share and full year 2006 earnings to range between $0.90 and $1.00 per diluted share.
Fiscal 2006 revenue is expected to range between $325 million and $350 million.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, June 7, 2006, at 11:00 a.m.
eastern time. To participate in the conference call, dial 303-262-2139 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 June
14, 2006. To access the replay, dial 303-590-3000 using a passcode of 11062215.
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 | Six Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 98,431 | $ | 58,914 | $ | 182,244 | $ | 106,603 | ||||||||
Cost of goods sold |
77,688 | 50,472 | 146,724 | 91,202 | ||||||||||||
Gross profit |
20,743 | 8,442 | 35,520 | 15,401 | ||||||||||||
Selling, general and administrative expenses |
13,851 | 9,353 | 26,835 | 18,874 | ||||||||||||
Income (loss) before interest, income taxes and minority interest |
6,892 | (911 | ) | 8,685 | (3,473 | ) | ||||||||||
Interest expense |
326 | 139 | 661 | 216 | ||||||||||||
Interest income |
(237 | ) | (317 | ) | (539 | ) | (594 | ) | ||||||||
Income (loss) before income taxes and minority interest |
6,803 | (733 | ) | 8,563 | (3,095 | ) | ||||||||||
Income tax provision (benefit) |
2,661 | (451 | ) | 3,310 | (1,375 | ) | ||||||||||
Minority interest in net income (loss) |
(3 | ) | 13 | 15 | 1 | |||||||||||
Net income (loss) |
$ | 4,145 | $ | (295 | ) | $ | 5,238 | $ | (1,721 | ) | ||||||
Net earnings (loss) per common share: |
||||||||||||||||
Basic |
$ | 0.38 | $ | (0.03 | ) | $ | 0.48 | $ | (0.16 | ) | ||||||
Diluted |
$ | 0.37 | $ | (0.03 | ) | $ | 0.47 | $ | (0.16 | ) | ||||||
Weighted average shares: |
||||||||||||||||
Basic |
10,865 | 10,763 | 10,859 | 10,750 | ||||||||||||
Diluted |
11,110 | 10,763 | 11,061 | 10,750 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Capital Expenditures |
$ | 2,645 | $ | 2,061 | ||||||||||||
Depreciation and amortization |
$ | 3,439 | $ | 2,042 | ||||||||||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| April 30, | October 31, | |||||||
| 2006 | 2005 | |||||||
| (In thousands) | (Unaudited) | |||||||
Assets: |
||||||||
Current assets |
$ | 176,796 | $ | 162,177 | ||||
Property, plant and equipment (net) |
55,589 | 55,678 | ||||||
Other assets |
7,370 | 8,804 | ||||||
Total assets |
$ | 239,755 | $ | 226,659 | ||||
Liabilities & stockholders’ equity: |
||||||||
Current liabilities |
$ | 66,687 | $ | 58,739 | ||||
Long-term debt and capital lease obligations,
net of current maturities |
17,783 | 19,436 | ||||||
Deferred and other long-term liabilities |
3,388 | 3,789 | ||||||
Stockholders’ equity and minority interest |
151,897 | 144,695 | ||||||
Total liabilities and stockholders’ equity |
$ | 239,755 | $ | 226,659 | ||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
| Three Months Ended | Six Months Ended | |||||||||||||||
| April 30, | April 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 91,875 | $ | 48,384 | $ | 168,517 | $ | 88,148 | ||||||||
Process Control Systems |
6,556 | 10,530 | 13,727 | 18,455 | ||||||||||||
Total revenues |
$ | 98,431 | $ | 58,914 | $ | 182,244 | $ | 106,603 | ||||||||
Income (loss) before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 6,438 | $ | (1,518 | ) | $ | 7,837 | $ | (4,134 | ) | ||||||
Process Control Systems |
365 | 785 | 726 | 1,039 | ||||||||||||
Total income (loss) before income taxes |
$ | 6,803 | $ | (733 | ) | $ | 8,563 | $ | (3,095 | ) | ||||||
# # #