Table of Contents
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: December 6, 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 (Address of Principal Executive Offices) |
77075-1180 (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:
| 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
| Item 2.02 — Results of Operations and Financial Condition | ||||||||
| Item 9.01 -Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| Press Release | ||||||||
Table of Contents
Item 2.02 – Results of Operations and Financial Condition
On December 6, 2006, Powell Industries, Inc. (NASDAQ: POWL) held a conference call to discuss the
results of its fiscal 2006 fourth quarter ended September 30, 2006, as reflected in the attached
press release dated December 6, 2006 released earlier that day. Such fiscal 2006 fourth quarter
consisted of the two months ended September 30, 2006 as a result of the Company’s change in fiscal
year end from October 31 to September 30. 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 December 6, 2006, the Company announced results for its fiscal 2006 fourth quarter (two months)
ended September 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 December 6, 2006 |
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 8, 2006
|
By: | /s/ DON R. MADISON | ||
| Don R. Madison | ||||
| Vice President | ||||
| Chief Financial Officer | ||||
| (Principal Accounting and Financial Officer) | ||||
Table of Contents
EXHIBIT 99.1
|
Press Release |
FOR IMMEDIATE RELEASE
|
Contacts: | Don R. Madison, CFO
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
FOURTH QUARTER AND YEAR-END RESULTS
FOURTH QUARTER AND YEAR-END RESULTS
Fiscal 2006 consists of a two month fourth quarter and an eleven month full year
HOUSTON — DECEMBER 6, 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 fourth quarter and year ended September 30,
2006. As previously announced, the Company changed its fiscal year-end to September 30 from
October 31. Accordingly, the fiscal 2006 fourth quarter consists of only two months, and the full
year consists of eleven months.
Revenues for the two-month fourth quarter of fiscal 2006 were $88.3 million, of
which $30.0 million is attributable to business operations of the Company’s July 2005 S&I and
August 2006 PowerVac® product line acquisitions, compared to revenues of $83.1 million
for the three-month fourth quarter of fiscal 2005. Fourth quarter revenue growth is due primarily
to continued broad-based strength in Powell’s Electrical Power Products markets. Net income for
the two-month fourth quarter of fiscal 2006 was $2.8 million, or $0.25 per diluted share, compared
to $1.8 million, or $0.17 per diluted share, in the three-month fourth quarter of fiscal 2005.
Thomas W. Powell, chairman and chief executive officer, stated, “We are pleased with the
improvement in our fourth quarter and full year results. With the success of recent acquisitions
combined with the strength of our backlog, we achieved record revenues in 2006. We are continuing
to see strength in all of our major markets, resulting in solid increases in
orders and backlog. Our S&I acquisition completed its first full year in 2006 and continues
to meet our expectations. This past August we completed the acquisition of the
PowerVac® product line from General Electric and entered into a long-term commercial
alliance with GE. Given the strength of our markets combined with the benefits from new
acquisitions, we expect the Company to continue its positive trends in growth and operational
results.”
The Company’s order backlog as of September 30, 2006 was $355 million compared to $259 million
in the fourth quarter ended October 31, 2005 and compared to $287 million at the end of the third
quarter of fiscal 2006. New orders placed during the two-month fourth quarter totaled $156
million, which includes approximately $49 million in initial orders from GE, compared to $91
million in the three-month fourth quarter of fiscal 2005 and $122 million in the three-month third
quarter of fiscal 2006.
FOURTH QUARTER SEGMENT DATA
The Electrical Power Products segment recorded revenues of $82.5 million in the two-month
fourth quarter, which include revenues from business operations of the Company’s S&I and
PowerVac® product line acquisitions, compared to $73.8 million in the three-month fourth
quarter of fiscal 2005. Income before income taxes for Electrical Power Products totaled $2.7
million versus $2.7 million in last year’s fourth quarter.
The Process Control Systems segment recorded revenues for the two-month fourth quarter of $5.8
million compared to $9.4 million for the three-month fourth quarter of fiscal 2005. Income before
income taxes for Process Control Systems totaled $849,000 versus $1.0 million in last year’s fourth
quarter.
FULL YEAR RESULTS
Revenues for fiscal 2006, an eleven month year, were a record $374.5 million, compared to
$256.6 million for fiscal 2005. Revenues attributable to business operations of the Company’s S&I
and PowerVac® product line acquisitions were $70.7 million. Net income for fiscal 2006
was $9.8 million, or $0.89 per diluted share, compared to $2.3 million, or $0.21 per diluted share,
for fiscal 2005.
The Electrical Power Products segment recorded revenues of $347.9 million for fiscal
2006, which includes revenues from business operations of the Company’s S&I and
PowerVac®
product line acquisitions, compared to $220.1 million in fiscal 2005. Income before income
taxes for Electrical Power Products totaled $13.5 million in fiscal 2006 versus a loss before
income taxes of $438,000 in fiscal 2005.
The Process Control Systems segment recorded revenues for fiscal 2006 of $26.6 million
compared to $36.5 million for fiscal 2005. Income before income taxes for Process Control Systems
totaled $1.7 million compared to $3.9 million in fiscal 2005. Revenue and income before income
taxes in fiscal 2005 were favorably impacted by $1.7 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. Powell Industries now expects full year fiscal 2007 revenues to range
between $475 million and $500 million and full year fiscal 2007 earnings to range between $1.20 and
$1.45 per diluted share, including all integration costs for the PowerVac® product line
acquisition.
CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, December 6, 2006, at 11:00
a.m. eastern time. To participate in the conference call, dial 303-262-2143 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 13, 2006. To access the replay, dial 303-590-3000 using a passcode of 11077788.
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 STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Two | Three | Eleven | Twelve | |||||||||||||
| Months | Months | Months | Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| Sept 30, | October 31, | Sept 30, | October 31, | |||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands, except per share data) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues |
$ | 88,282 | $ | 83,127 | $ | 374,547 | $ | 256,645 | ||||||||
Cost of goods sold |
71,652 | 67,229 | 303,304 | 212,785 | ||||||||||||
Gross profit |
16,630 | 15,898 | 71,243 | 43,860 | ||||||||||||
Selling, general and administrative expenses |
12,805 | 13,085 | 55,345 | 41,846 | ||||||||||||
Gain on sale of land and building |
— | (1,052 | ) | — | (1,052 | ) | ||||||||||
Income before interest, income taxes and
minority interest |
3,825 | 3,865 | 15,898 | 3,066 | ||||||||||||
Interest expense |
488 | 375 | 1,625 | 721 | ||||||||||||
Interest income |
(191 | ) | (224 | ) | (927 | ) | (1,107 | ) | ||||||||
Income before income taxes and minority interest |
3,528 | 3,714 | 15,200 | 3,452 | ||||||||||||
Income tax provision |
728 | 1,818 | 5,383 | 1,138 | ||||||||||||
Minority interest in net income (loss) |
(25 | ) | 56 | (3 | ) | 63 | ||||||||||
Net income |
$ | 2,825 | $ | 1,840 | $ | 9,820 | $ | 2,251 | ||||||||
Net earnings per common share: |
||||||||||||||||
Basic |
$ | 0.26 | $ | 0.17 | $ | 0.90 | $ | 0.21 | ||||||||
Diluted |
$ | 0.25 | $ | 0.17 | $ | 0.89 | $ | 0.21 | ||||||||
Weighted average shares: |
||||||||||||||||
Basic |
10,907 | 10,844 | 10,876 | 10,779 | ||||||||||||
Diluted |
11,102 | 11,065 | 11,089 | 10,928 | ||||||||||||
SELECTED FINANCIAL DATA: |
||||||||||||||||
Depreciation and amortization |
$ | 1,592 | $ | 2,022 | $ | 6,498 | $ | 5,266 | ||||||||
Capital expenditures |
$ | 3,632 | $ | 2,882 | $ | 8,435 | $ | 6,108 | ||||||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | October 31, | |||||||
| 2006 | 2005 | |||||||
| (In thousands) | (Unaudited) | |||||||
Assets: |
||||||||
Current assets |
$ | 192,946 | $ | 162,177 | ||||
Property, plant and equipment (net) |
60,336 | 55,678 | ||||||
Other assets |
38,842 | 8,804 | ||||||
Total assets |
$ | 292,124 | $ | 226,659 | ||||
Liabilities & stockholders’ equity: |
||||||||
Current liabilities |
$ | 96,227 | $ | 58,739 | ||||
Long-term debt and capital lease obligations,
net of current maturities |
33,886 | 19,436 | ||||||
Deferred and other long-term liabilities |
2,971 | 3,789 | ||||||
Stockholders’ equity and minority interest |
159,040 | 144,695 | ||||||
Total liabilities and stockholders’ equity |
$ | 292,124 | $ | 226,659 | ||||
POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS
BUSINESS SEGMENTS
| Two | Three | Eleven | Twelve | |||||||||||||
| Months | Months | Months | Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| Sept 30, | October 31, | Sept 30, | October 31, | |||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (In thousands) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues: |
||||||||||||||||
Electrical Power Products |
$ | 82,515 | $ | 73,761 | $ | 347,928 | $ | 220,123 | ||||||||
Process Control Systems |
5,767 | 9,366 | 26,619 | 36,522 | ||||||||||||
Total revenues |
$ | 88,282 | $ | 83,127 | $ | 374,547 | $ | 256,645 | ||||||||
Income before income taxes: |
||||||||||||||||
Electrical Power Products |
$ | 2,679 | $ | 2,702 | $ | 13,458 | $ | (438 | ) | |||||||
Process Control Systems |
849 | 1,012 | 1,742 | 3,890 | ||||||||||||
Total income before income taxes |
$ | 3,528 | $ | 3,714 | $ | 15,200 | $ | 3,452 | ||||||||
| September 30, | October 31, | |||||||
| 2006 | 2005 | |||||||
| (In thousands) | (Unaudited) | |||||||
Backlog: |
||||||||
Electrical Power Products |
$ | 324,688 | $ | 212,884 | ||||
Process Control Systems |
30,440 | 46,129 | ||||||
Total backlog |
$ | 355,128 | $ | 259,013 | ||||
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