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: May 5, 2010

(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)

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 May 5, 2010, Powell Industries, Inc. (NASDAQ: POWL) issued a press release announcing its results of operations for its fiscal 2010 second quarter ended March 31, 2010. 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 May 5, 2010

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: May 5, 2010	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
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 2010
SECOND QUARTER RESULTS

HOUSTON — MAY 5, 2010 — 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 2010 second quarter ending March 31, 2010.

     Revenues for the second quarter of fiscal 2010 were $142.1 million compared to revenues of $164.1 million for the second quarter of fiscal 2009. Net income for the second quarter was $9.9 million, or $0.85 per diluted share, compared to net income of $8.9 million, or $0.77 per diluted share, in the second quarter of fiscal 2009.

     Patrick L. McDonald, President and Chief Executive Officer, stated, “Our exceptional performance yielded strong results in the second quarter. We are pleased with our initiatives to strengthen project management and continue to see improvements in operational efficiency. We are excited about our recent acquisition in Canada, which has received a favorable response from both customers and employees.

     “Our marketplace remains one of uncertainty, and we believe the events of the past week in the Gulf of Mexico may make the decisions of our oil and gas customers even more difficult in the near term. Currently, we are unable to predict when the economic issues and regulatory environment will stabilize and confidence to bring about new U.S. capital infrastructure investments will return. Our focus continues to be on our customer relationships and our ability to maintain the capabilities and resources to support our customers on projects not only in the U.S. but around the world.”

     The Company’s backlog as of March 31, 2010 was $313 million compared to $342 million as of December 31, 2009 and compared to $486 million at the end of last year’s second quarter. New orders placed during the second quarter of fiscal 2010 totaled $113 million compared to $108 million in the first quarter of fiscal 2010 and compared to $154 million in the second quarter of fiscal 2009.

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.

     Based on its backlog and current business conditions, Powell Industries expects full year fiscal 2010 revenues to range between $550 million and $575 million and full year fiscal 2010 earnings to range between $2.10 and $2.35 per diluted share.

CONFERENCE CALL

     Powell Industries has scheduled a conference call for Wednesday, May 5, 2010 at 11:00 a.m. eastern time. To participate in the conference call, dial 480-629-9692 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 May 12, 2010. To access the replay, dial 303-590-3030 using a passcode of 4285994#.

     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 STATEMENT OF OPERATIONS

	Three Months Ended						Six Months Ended
	March 31, 2010			March 31, 2009			March 31, 2010			March 31, 2009
(In thousands, except per share data)
	(Unaudited)						(Unaudited)
Revenues	$	142,135		$	164,099		$	278,051		$	334,588
Cost of goods sold		105,602			130,255			203,701			266,242
Gross profit		36,533			33,844			74,350			68,346
Selling, general and administrative expenses		21,157			20,323			43,798			41,884
Operating income		15,376			13,521			30,552			26,462
Interest expense		228			262			410			734
Interest income		(115	)		(3	)		(157	)		(60	)
Income before income taxes		15,263			13,262			30,299			25,788
Income tax provision		5,378			4,655			10,669			9,052
Net income		9,885			8,607			19,630			16,736
Net (income) loss attributable to noncontrolling interest		(25	)		245			(126	)		(31	)
Net income attributable to Powell Industries, Inc.	$	9,860		$	8,852		$	19,504		$	16,705
Earnings per share attributable to Powell Industries, Inc.:
Basic	$	0.86		$	0.78		$	1.70		$	1.46
Diluted	$	0.85		$	0.77		$	1.68		$	1.45
Weighted average shares:
Basic		11,523			11,413			11,498			11,413
Diluted		11,659			11,495			11,639			11,487
SELECTED FINANCIAL DATA:
Capital Expenditures	$	846		$	1,016		$	1,460		$	2,981
Depreciation and amortization	$	3,497		$	2,707		$	6,369		$	5,502

POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		September 30,
	2010		2009
(In thousands)	(Unaudited)
Assets:
Current assets	$	305,471	$	315,003
Property, plant and equipment (net)		66,041		61,036
Other assets		42,114		28,801
Total assets	$	413,626	$	404,840
Liabilities & equity:
Current liabilities	$	121,296	$	149,142
Long-term debt and capital lease obligations, net of current maturities		20,073		4,800
Deferred and other long-term liabilities		3,944		3,681
Stockholders’ equity and minority interest		268,313		247,217
Total liabilities and equity	$	413,626	$	404,840

POWELL INDUSTRIES, INC. & SUBSIDIARIES
BUSINESS SEGMENTS

	Three Months Ended				Six Months Ended
	March 31, 2010		March 31, 2009		March 31, 2010		March 31, 2009
(In thousands)	(Unaudited)				(Unaudited)
Revenues:
Electrical Power Products	$	135,133	$	158,291	$	265,643	$	322,201
Process Control Systems		7,002		5,808		12,408		12,387
Total revenues	$	142,135	$	164,099	$	278,051	$	334,588
Income before income taxes:
Electrical Power Products	$	15,076	$	13,143	$	30,063	$	25,262
Process Control Systems		187		119		236		526
Total income before income taxes	$	15,263	$	13,262	$	30,299	$	25,788

	March 31,		September 30,
	2010		2009
(In thousands)	(Unaudited)
Identifiable tangible assets:
Electrical Power Products	$	244,105	$	258,012
Process Control Systems		9,086		6,863
Corporate		125,698		117,398
Total identifiable tangible assets	$	378,889	$	382,273
Backlog:
Electrical Power Products	$	270,746	$	329,558
Process Control Systems		42,281		36,198
Total backlog	$	313,027	$	365,756

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