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: September 7, 2006
(Date of earliest event reported)
(Date of earliest event reported)
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
001-12488 (Commission File Number) |
88-0106100 (I.R.S. Employer Identification Number) |
| 8550 Mosley Drive Houston, Texas (Address of Principal Executive Offices) |
77075-1180 (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 September 7, 2006, Powell Industries, Inc. (NASDAQ: POWL) held a conference call to discuss the
results of its fiscal 2006 third quarter ended July 31, 2006, as reflected in the attached press
release dated September 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 September 7, 2006, the Company announced results for its fiscal 2006 third quarter ended July
31, 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 September 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: September 8, 2006 | By: | /s/ DON R. MADISON | ||
| Don R. Madison | ||||
| Vice President Chief Financial Officer (Principal Accounting and Financial Officer) |
||||
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
THIRD QUARTER RESULTS
THIRD QUARTER RESULTS
HOUSTON — SEPTEMBER 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 third quarter ended July 31, 2006.
Revenues for the third quarter of fiscal 2006 were $104.0 million, of which $13.8
million is attributable to business operations of the Company’s July 2005 acquisition of S&I,
compared to revenues of $66.9 million for the third quarter of fiscal 2005. Third quarter revenue
growth is primarily a result of ongoing, broad-based strengthening in the Electrical Power Products
business. Net income for the third quarter was $1.8 million, or $0.16 per diluted share, compared
to $2.1 million, or $0.19 per diluted share, in the same period a year ago. Net income and
earnings per share for the third quarter were negatively impacted by approximately $1.1 million, or
$0.10 per diluted share, for a one-time adjustment due to changes in non-cash stock option expenses
and certain other non-operating costs.
Thomas W. Powell, chairman and chief executive officer, stated, “We are pleased with our
continued business growth. New orders in the quarter were up 50 percent over orders placed in the
second quarter of 2006, and margins are continuing to improve. We are also pleased to report that
in August we were awarded a $32 million contract to provide equipment on a large LNG project. In
addition to our internal growth, we announced last month an acquisition and
commercial alliance with GE, which is expected to increase revenues by $75 million to $85
million in the first twelve months. With our strengthening backlog and new acquisitions, we expect
the Company to continue its positive growth trend.”
The Electrical Power Products segment recorded revenues of $96.9 million in the third quarter,
of which $13.8 million is attributable to business operations of the Company’s July 2005
acquisition of S&I, compared to $58.2 million in the third quarter a year ago. Income before
income taxes for Electrical Power Products totaled $2.9 million versus $1.0 million in last year’s
third quarter.
The Process Control Systems segment recorded revenues for the third quarter of $7.1 million
compared to $8.7 million for the same period a year ago. Income before income taxes for Process
Control Systems totaled $167,000 versus $1.8 million a year ago. Revenue and income before income
taxes in the third quarter of fiscal 2005 were favorably impacted by $1.5 million from the
settlement of the Company’s claim related to the Central Artery/Tunnel projects.
The Company’s order backlog as of July 31, 2006 was $287 million compared to $251 million at
the end of the third quarter a year ago and compared to $269 million at the end of the second
quarter of fiscal 2006. New orders placed during the third quarter totaled $122 million compared
to $135 million in the third quarter a year ago and $81 million in the second quarter of fiscal
2006.
NINE MONTH RESULTS
Revenues through the first nine months of fiscal 2006 were $286.3 million, a 65 percent
increase, compared to $173.5 million for the same period of fiscal 2005. Net income through nine
months was $7.0 million, or $0.63 per diluted share, compared to $411,000, or $0.04 per diluted
share, for the same period of fiscal 2005.
The Electrical Power Products segment recorded revenues of $265.4 million for the first nine
months of fiscal 2006 compared to $146.4 million in the first nine months of fiscal 2005. Income
before income taxes for Electrical Power Products totaled $10.8 million versus a loss before income
taxes of $3.1 million in the same period a year ago.
The Process Control Systems segment recorded revenues for the first nine months of fiscal 2006
of $20.9 million compared to $27.2 million for the first nine months of fiscal 2005.
Income before income taxes for Process Control Systems totaled $893,000 compared to $2.9 million in
the same period a year ago. Revenue and income before income taxes in the first nine months of
fiscal 2005 were favorably impacted by $1.5 million from the settlement of the Company’s claim
related to the Central Artery/Tunnel projects.
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 two months in the fourth quarter and eleven months for the full year.
Powell Industries expects fiscal 2006 fourth quarter, comprising two months, earnings to range
between $0.12 and $0.17 per diluted share and full year 2006 earnings to range between $0.75 and
$0.80 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 Thursday, September 7, 2006, at 11:00
a.m. eastern time. To participate in the conference call, dial 303-262-2141 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 September 14, 2006. To access the replay, dial 303-590-3000 using a passcode of 11069243.
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 | Nine Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 104,021 | $ | 66,915 | $ | 286,265 | $ | 173,518 | ||||||||
Cost of goods sold |
84,928 | 54,354 | 231,652 | 145,556 | ||||||||||||
Gross profit |
19,093 | 12,561 | 54,613 | 27,962 | ||||||||||||
Selling, general and administrative expenses |
15,705 | 9,887 | 42,540 | 28,761 | ||||||||||||
Income (loss) before interest, income taxes and minority interest |
3,388 | 2,674 | 12,073 | (799 | ) | |||||||||||
Interest expense |
476 | 130 | 1,137 | 346 | ||||||||||||
Interest income |
(197 | ) | (289 | ) | (736 | ) | (883 | ) | ||||||||
Income (loss) before income taxes and minority interest |
3,109 | 2,833 | 11,672 | (262 | ) | |||||||||||
Income tax provision (benefit) |
1,345 | 695 | 4,655 | (680 | ) | |||||||||||
Minority interest in net income |
7 | 6 | 22 | 7 | ||||||||||||
Net income |
$ | 1,757 | $ | 2,132 | $ | 6,995 | $ | 411 | ||||||||
Net earnings per common share: |
||||||||||||||||
Basic |
$ | 0.16 | $ | 0.20 | $ | 0.64 | $ | 0.04 | ||||||||
Diluted |
$ | 0.16 | $ | 0.19 | $ | 0.63 | $ | 0.04 | ||||||||
Weighted average shares: |
||||||||||||||||
Basic |
10,888 | 10,775 | 10,869 | 10,757 | ||||||||||||
Diluted |
11,140 | 10,939 | 11,090 | 10,886 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Capital expenditures |
$ | 2,158 | $ | 1,165 | $ | 4,803 | $ | 3,226 | ||||||||
Depreciation and amortization |
$ | 1,443 | $ | 1,202 | $ | 4,906 | $ | 3,244 | ||||||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| July 31, | October 31, | |||||||
| 2006 | 2005 | |||||||
| (In thousands) | (Unaudited) | |||||||
Assets: |
||||||||
Current assets |
$ | 185,907 | $ | 162,177 | ||||
Property, plant and equipment (net) |
56,591 | 55,678 | ||||||
Other assets |
10,972 | 8,804 | ||||||
Total assets |
$ | 253,470 | $ | 226,659 | ||||
Liabilities & stockholders’ equity: |
||||||||
Current liabilities |
$ | 77,552 | $ | 58,739 | ||||
Long-term debt and capital lease obligations,
net of current maturities |
17,450 | 19,436 | ||||||
Deferred and other long-term liabilities |
3,259 | 3,789 | ||||||
Stockholders’ equity and minority interest |
155,209 | 144,695 | ||||||
Total liabilities and stockholders’ equity |
$ | 253,470 | $ | 226,659 | ||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
| Three Months Ended | Nine Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 96,896 | $ | 58,214 | $ | 265,413 | $ | 146,362 | ||||||||
Process Control Systems |
7,125 | 8,701 | 20,852 | 27,156 | ||||||||||||
Total revenues |
$ | 104,021 | $ | 66,915 | $ | 286,265 | $ | 173,518 | ||||||||
Income (loss) before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 2,942 | $ | 994 | $ | 10,779 | $ | (3,140 | ) | |||||||
Process Control Systems |
167 | 1,839 | 893 | 2,878 | ||||||||||||
Total income (loss) before income taxes |
$ | 3,109 | $ | 2,833 | $ | 11,672 | $ | (262 | ) | |||||||
# # #