-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SB0kAvcWp8pV++07/W2roHFCTVrMef/T4x/l9QdwqBFxhlb1eradA319Ka9kvUME bmG+WFWqj+6fyUe3O6LQTQ== 0000950129-03-003035.txt : 20030603 0000950129-03-003035.hdr.sgml : 20030603 20030603113324 ACCESSION NUMBER: 0000950129-03-003035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030529 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000080420 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 880106100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12488 FILM NUMBER: 03729408 BUSINESS ADDRESS: STREET 1: 8550 MOSLEY DR STREET 2: POST OFFICE BOX 12818 CITY: HOUSTON STATE: TX ZIP: 77075 BUSINESS PHONE: 7139446900 MAIL ADDRESS: STREET 1: 8550 MOSLEY DRIVE P O BOX 12818 STREET 2: 8550 MOSLEY DRIVE P O BOX 12818 CITY: HOUSTON STATE: TX ZIP: 77075 FORMER COMPANY: FORMER CONFORMED NAME: PROCESS SYSTEMS INC DATE OF NAME CHANGE: 19780926 8-K 1 h06471e8vk.txt POWELL INDUSTRIES, INC. - DATED MAY 29, 2003 =============================================================================== 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 29, 2003 (Date of earliest event reported) POWELL INDUSTRIES, INC. (Exact Name of Registrant as Specified in Its Charter) NEVADA 0-6050 88-0106100 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) 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) =============================================================================== ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS On May 29, 2003, Powell Industries, Inc. (NASDAQ: POWL) announced results for the fiscal 2003 second quarter ended April 30, 2003. 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 May 29, 2003. ITEM 9 - REGULATION FD DISCLOSURE (ITEM 12 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION) The information in this Current Report is being furnished pursuant to Item 12, Results of Operations and Financial Condition, and is captioned under Item 9, Regulation FD Disclosure, in accordance with the filing guidance contained in SEC Release 33-8216. Pursuant to general instruction B.6. 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. 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 2, 2003 By: /s/ DON R. MADISON ---------------------------------- Don R. Madison Vice President Chief Financial Officer (Principal Accounting and Financial Officer) 2 EX-99.1 3 h06471exv99w1.txt PRESS RELEASE DATED MAY 29, 2003 EXHIBIT 99.1 [POWELL INDUSTRIES, INC. LOGO] PRESS RELEASE Contacts: Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 Ken Dennard / kdennard@drg-e.com Karen Roan / kroan@drg-e.com DRG&E / 713-529-6600 POWELL INDUSTRIES REPORTS FISCAL 2003 SECOND QUARTER RESULTS HOUSTON -- MAY 29, 2003 -- 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 2003 second quarter ended April 30, 2003. Revenues for the second quarter of 2003 were $64.2 million compared to revenues of $80.3 million for the second quarter of 2002. Second quarter net income from continuing operations was $2.0 million, or $0.19 per diluted share, compared to $4.5 million, or $0.42 per diluted share, for the second quarter of fiscal 2002. The decline in revenue and net income in the quarter was a result of further deterioration in the electrical products markets the company serves. Powell generated $17.9 million in free cash flow (defined as total cash flow from operations of $18.8 million less all capital expenditures of $0.9 million) in the second quarter. Revenues for the first six months of fiscal 2003 were $135.8 million compared to revenues of $156.8 million for the first six months of fiscal 2002. Net income including the effect of a change in accounting principle of $510,000 for the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," for the first six months was $4.5 million, or $0.43 per diluted share, versus $8.2 million, or $0.77 per diluted share. Excluding the effect of a change in accounting principle, net income was $5.1 million, or $0.47 per diluted share, compared to $8.2 million, or $0.77 per diluted share. "Overall, business conditions remain depressed and competitive pressure intense; however, there is some optimism that market conditions have stabilized," stated Thomas W. Powell, chairman and chief executive officer. "We are pleased that we were recently awarded a contract from the Port Authority of New York & New Jersey to design and build Intelligent Transportation Systems for the Holland and Lincoln Tunnels, which added approximately $37 million to our backlog in the second quarter." The Electrical Power Products segment recorded revenues of $58.2 million in the second quarter compared to $75.1 million in the second quarter a year ago. Second quarter income from continuing operations before income taxes for Electrical Power Products totaled $3.0 million versus $7.3 million in last year's second quarter. Process Control Systems revenues for the second quarter were $6.0 million compared to $5.2 million in last year's second quarter. Income from continuing operations before income taxes for Process Control Systems totaled $0.2 million versus a loss of $0.2 million a year ago. The company's order backlog as of April 30, 2003, was $203.0 million, compared to $168.5 million at the end of the first fiscal quarter of 2003 and $221.7 million at the end of the second fiscal quarter one year ago. New orders placed during the second quarter totaled $98.7 million versus $50.7 million in the first quarter of 2003 and $88.7 million in the second quarter a year ago. 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 expects fiscal third quarter earnings to range between $0.13 and $0.18 per diluted share and full year 2003 earnings from continuing operations to range between $0.60 and $0.75 per diluted share. Full year 2003 revenue is expected to range between $240 million and $250 million and free cash flow, defined as total cash flow from operations less all capital expenditures, is expected to range between $20 million and $25 million. CONFERENCE CALL Powell Industries has scheduled a conference call for Thursday, May 29, 2003, at 11:00 a.m. eastern time. To participate in the conference call, dial (303) 262-2076 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 Thursday, June 5, 2003. To access the replay, dial (303) 590-3000 using a passcode of 539481. Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting www.drg-e.com. To listen to the live call on the web, please visit the web site 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 web cast, an archive will be available shortly after the call and will remain available for approximately 30 days at www.drg-e.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
THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, (UNAUDITED) (UNAUDITED) 2003 2002 2003 2002 ---- ---- ---- ---- (In thousands, except per share data) REVENUES........................................................ $64,201 $80,286 $135,781 $156,773 Cost of goods sold.............................................. 52,077 63,019 109,425 123,915 ------ ------ ------- ------- Gross profit.................................................... 12,124 17,267 26,356 32,858 Selling, general & administrative expenses...................... 8,909 9,917 18,318 19,338 ------- ------- ------- ------- Income from operations before interest and income taxes......... 3,215 7,350 8,038 13,520 Interest expense................................................ 81 320 167 676 Interest income................................................. (88) (57) (180) (108) ------- ------- ------- ------- Income from continuing operations before income taxes and cumulative effect of change in accounting principle ..... 3,222 7,087 8,051 12,952 Income tax provision............................................ 1,204 2,573 2,999 4,703 ------- ------- -------- ------- INCOME FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE....................... $2,018 $4,514 $5,052 $8,249 Cumulative effect of change in accounting principle, net of tax. $ --- $ --- $ (510) $ --- ------- ------- ------- ------ NET INCOME...................................................... $2,018 $ 4,514 $4,542 $8,249 ======= ======= ======= ====== Net earnings per common share: Basic: Earnings from continuing operations...............................$ 0.19 $ 0.43 $ 0.48 $ 0.79 Cumulative effect of change in accounting principle.......... --- --- (0.05) --- --------- --------- --------- -------- Net earnings................................................. $ 0.19 $ 0.43 $ 0.43 $ 0.79 ======== ======== ======== ======== Diluted: Earnings from continuing operations.......................... $ 0.19 $ 0.42 $ 0.47 $ 0.77 Cumulative effect of change in accounting principle.......... --- --- (0.04) --- --------- -------- -------- ------- Net earnings................................................. $ 0.19 $ 0.42 $ 0.43 $ 0.77 ======== ======== ======= ======== Weighted average number of common shares outstanding............................................ 10,580 10,457 10,577 10,452 ====== ====== ====== ====== Weighted average number of common and common equivalent shares outstanding.......................... 10,657 10,685 10,665 10,676 ====== ====== ====== ====== SELECTED FINANCIAL DATA: Capital Expenditures............................................ $ 962 $3,517 $2,802 $9,037 ======= ====== ====== ====== Depreciation and amortization................................... $1,232 $1,142 $2,499 $2,315 ====== ====== ====== ======
POWELL INDUSTRIES, INC. & SUBSIDIARIES - ------------------------------------------------------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, October 31, 2003 2002 ---- ---- (In thousands) (Unaudited) Assets: Current assets.......................................................... $137,196 $138,499 Property, plant & equipment (net) ...................................... 45,277 45,020 Other assets............................................................ 5,550 6,124 -------- -------- Total assets..................................................... $188,023 $189,643 ======== ======== Liabilities & stockholders' equity: Current liabilities..................................................... $45,634 $52,033 Long-term debt and capital lease obligations, net of current maturities............................................... 7,233 7,264 Deferred & other long-term liabilities.................................. 2,142 2,139 Stockholders' equity.................................................... 133,014 128,207 --------- --------- Total liabilities and stockholders' equity....................... $188,023 $189,643 ======== ========
POWELL INDUSTRIES, INC. & SUBSIDIARIES - ------------------------------------------------------------------------------ BUSINESS SEGMENTS
THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, (UNAUDITED) (UNAUDITED) 2003 2002 2003 2002 ---- ---- ---- ---- (In thousands) Revenues: Electrical Power Products........................... $58,153 $75,104 $123,714 $146,231 Process Control Systems............................. 6,048 5,182 12,067 10,542 ------- ------- -------- -------- Total revenues...................................... $64,201 $80,286 $135,781 $156,773 ======= ======= ======== ======== Income (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle: Electrical Power Products........................... $2,993 $7,319 $7,606 $12,961 Process Control Systems............................. 229 (232) 445 (9) ------- -------- -------- -------- Total income from continuing operations before income taxes and cumulative effect of change in accounting principle $3,222 $7,087 $8,051 $12,952 ======= ======== ======== ========
April 30, October 31, 2003 2002 ---- ---- (Unaudited) Assets: Electrical Power Products............................................... $139,274 $156,584 Process Control Systems................................................. 14,330 14,937 Corporate............................................................... 34,419 18,122 -------- -------- Total assets..................................................... $188,023 $189,643 ======== ======== Backlog: Electrical Power Products............................................... $132,760 $151,632 Process Control Systems................................................. 70,234 37,721 --------- -------- Total backlog.................................................... $202,994 $189,353 ======== ========
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