8-K

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

DATE OF REPORT: December 9, 2009

(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)

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))

Item 2.02 — Results of Operations and Financial Condition

On December 9, 2009, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2009 fourth quarter ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including the exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished as part of this Report.

Exhibit
Number	Description
99.1	Press Release dated December 9, 2009

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 9, 2009	By:	/s/ DON R. MADISON
		Don R. Madison
		Executive Vice President Chief Financial and Administrative Officer (Principal Accounting and Financial Officer)

EX-99.1

EXHIBIT 99.1

Press Release

	Contacts:	Don R. Madison, CFO
		Powell Industries, Inc.
FOR IMMEDIATE RELEASE		713-947-4422
		Ken Dennard / ksdennard@drg-e.com
		Karen Roan / kcroan@drg-e.com
		DRG&E / 713-529-6600

POWELL INDUSTRIES ANNOUNCES FISCAL 2009
FOURTH QUARTER AND YEAR-END RESULTS

HOUSTON — DECEMBER 9, 2009 — 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 2009 fourth quarter and year ended September 30, 2009.

     Revenues for the fourth quarter of fiscal 2009 were $165.3 million compared to revenues of $167.1 million for the fourth quarter of fiscal 2008. Net income for the fourth quarter was $9.9 million, or $0.85 per diluted share, compared to net income of $8.3 million, or $0.72 per diluted share, in the fourth quarter of fiscal 2008.

     Patrick L. McDonald, President and Chief Executive Officer, stated, “We are very pleased with the operating results of the past year. Fiscal 2009 was an all-time record year for the company in terms of revenues, earnings, and cash flow; and much of the credit goes to the hard work and dedication of all our employees. The entire organization worked to refine and implement business processes that improved customer service, margins, and cash flow.

     “The next fiscal year will be more challenging. We enter the year with a much lower backlog, and uncertainties in the economic climate continue to influence project opportunities. While our markets are impacted by the capital project investment cycle, we continue to work closely with our customers to provide project solutions when and where they need them.”

     The Company’s backlog as of September 30, 2009 was $365.8 million compared to $425.7 million as of June 30, 2009 and compared to $518.6 million as of September 30, 2008. New orders placed during the fourth quarter of fiscal 2009 totaled $100 million compared to

$103 million in the third quarter of fiscal 2009 and compared to $136 million in the fourth quarter of fiscal 2008.

YEAR-TO-DATE RESULTS

     Revenues for fiscal 2009 were $665.9 million compared to revenues of $638.7 million for fiscal 2008. Net income was $39.7 million, or $3.43 per diluted share, compared to net income of $25.8 million, or $2.26 per diluted share, in fiscal 2008.

OUTLOOK

     The Company will discuss its outlook for fiscal year 2010, which will reflect the anticipated closing of the acquisition of the business and assets of PowerComm Inc., on December 16, 2009 at its fourth quarter and year-end earnings conference call.

CONFERENCE CALL

     Powell Industries has scheduled a conference call for Wednesday, December 16, 2009 at 11:00 a.m. eastern time. To participate in the conference call, dial 480-629-9866 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 23, 2009. To access the replay, dial 303-590-3030 using a passcode of 4185563#.

     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, designs, manufactures and packages systems and equipment for the control, distribution and management of electrical energy and other dynamic processes. Powell provides products and services to large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations, commuter railways and other vehicular transportation facilities. 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 uncertainties 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, 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.

POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Years Ended
	September 30,						September 30,
	2009			2008			2009			2008
(In thousands, except per share data)	(Unaudited)						(Unaudited)
Revenues	$	165,321		$	167,127		$	665,851		$	638,704
Cost of goods sold		129,725			133,110			520,802			512,298
Gross profit		35,596			34,017			145,049			126,406
Selling, general and administrative expenses		21,152			21,155			83,414			84,001
Income before interest, income taxes and minority interest		14,444			12,862			61,635			42,405
Interest expense		177			559			1,107			2,892
Interest income		(38	)		(95	)		(131	)		(355	)
Income before income taxes and minority interest		14,305			12,398			60,659			39,868
Income tax provision		4,463			3,954			20,734			14,072
Minority interest in net income (loss)		(32	)		105			208			(51	)
Net income	$	9,874		$	8,339		$	39,717		$	25,847
Net earnings per common share:
Basic	$	0.86		$	0.73		$	3.48		$	2.29
Diluted	$	0.85		$	0.72		$	3.43		$	2.26
Weighted average shares:
Basic		11,448			11,361			11,424			11,265
Diluted		11,625			11,506			11,591			11,452
SELECTED FINANCIAL DATA:
Depreciation and amortization	$	2,758		$	2,938		$	10,962		$	11,873
Capital expenditures	$	1,669		$	1,459		$	8,081		$	3,428

POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		September 30,
	2009		2008
(In thousands)	(Unaudited)
Assets:
Current assets	$	315,003	$	303,435
Property, plant and equipment (net)		61,036		61,546
Other assets		28,801		32,653
Total assets	$	404,840	$	397,634
Liabilities & stockholders’ equity:
Current liabilities	$	149,142	$	152,736
Long-term debt and capital lease obligations, net of current maturities		4,800		33,944
Deferred and other long-term liabilities		3,681		3,832
Stockholders’ equity and minority interest		247,217		207,122
Total liabilities and stockholders’ equity	$	404,840	$	397,634

POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS

	Three Months Ended					Years Ended
	September 30,					September 30,
	2009		2008			2009		2008
(In thousands)	(Unaudited)					(Unaudited)
Revenues:
Electrical Power Products	$	159,567	$	159,771		$	637,845	$	611,470
Process Control Systems		5,754		7,356			28,006		27,234
Total revenues	$	165,321	$	167,127		$	665,851	$	638,704
Income before income taxes:
Electrical Power Products	$	13,707	$	12,958		$	56,700	$	38,241
Process Control Systems		598		(560	)		3,959		1,627
Total income before income taxes	$	14,305	$	12,398		$	60,659	$	39,868

	September 30,		September 30,
	2009		2008
(In thousands)	(Unaudited)
Identifiable tangible assets:
Electrical Power Products	$	258,012	$	342,105
Process Control Systems		6,863		8,734
Corporate		117,398		20,507
Total identifiable tangible assets	$	382,273	$	371,346
Backlog:
Electrical Power Products	$	329,558	$	493,025
Process Control Systems		36,198		25,535
Total backlog	$	365,756	$	518,560

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