SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2003.2004.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________ .
Commission File Number 0-6050001-12488
Powell Industries, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) 8550 Mosley Drive, Houston, Texas (Address of principal executive offices) | 88-0106100 (I.R.S. Employer Identification No.) 77075-1180 (Zip Code) |
Registrant’s telephone number, including area code: (713) 944-6900
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of Act:
Common Stock, par value $.01 per share
Indicate by “X” whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No
Indicate by “X” if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by "X" whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). X Yes No
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal quarter, April 30, 2003,2004, was approximately $147,578,000.$169,934,000.
TheIndicate the number of shares outstanding of oureach of the registrant’s classes of common stock, as of the latest practicable date.
Common Stock, par value $0.01 per share; 10,740,204 shares outstanding as of December 31, 2003 was 10,646,006 shares.January 26, 2005.
Portions of the Proxy Statement for the 20042005 annual meeting of stockholders to be filed not later than 120 days after October 31, 20032004 are incorporated by reference into Part III.
TABLE OF CONTENTS
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS;
RISK FACTORS
This Annual Report on Form 10-K includes forward-looking statements based on the Company’sCompany's current expectations, which are subject to risks and uncertainties. Forward-looking statements include information concerning future results of operations and financial conditions. Statements that contain words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will”"believes," "expects," "anticipates," "intends," "estimates," "continue," "should," "could," "may," "plan," "project," "predict," "will" or similar expressions aremay be forward-looking statements. These forward-looking statements are subject to risks and uncertainties, and many factors could affect the future financial results of the Company. Factors that may have a material effect on our revenues, expenses and operating results include adverse business or market conditions, the Company’sCompany's ability to secure and satisfy customers, the availability and cost of materials from suppliers, adverse competitive developments and changes in customer requirements. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements contained in this Report. Any forward-looking statements made by or on our behalf are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this Annual Report are based on current assumptions that the Company will continue to develop, market, manufacture and ship products and provide services on a competitive and timely basis, that competitive conditions in the Company’sCompany's markets will not change in a materially adverse way, that the Company will accurately identify and meet customer needs for products and services, that the Company will be able to retain and hire key employees, that the Company’sCompany's capabilities will remain competitive, that risks related to shifts in customer demand are minimized and that there will be no material adverse change in the operations or business of the Company. Assumptions relating to these factors involve judgments that are based on incompleteavailable information, which may not be complete, and are subject to changes in many factors beyond the control of the Company that can materially affect results.
Because of these and other factors that affect our operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. TheOur business faces significant risks. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently believe immaterial. If any of the events or circumstances described in the following risks factors may alsooccurs, our business, operating results or financial condition could be materially affect results and adversely affected. These risks should be considered:read in conjunction with the other information set forth in this Annual Report on Form 10-K. :
| The Company operates in an intensely competitive environment. Many of our competitors are significantly larger and have substantially greater resources than we do. Some of our competitors seek to employ competitive and management strategies similar to those of Powell. As a result, our competitive standing may be expected to vary from time to time and among different markets. |
| The |
| The |
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| Fluctuations in the price and supply of the raw materials used to manufacture the |
| The Company may pursue future acquisitions that may adversely affect our financial position or cause our earnings per share to decline.Our business strategy calls for growth and diversification. Pursuing acquisition opportunities and attempting to integrate and manage acquired businesses could require significant resources, including management time and skill, and these efforts may detract from the management or operation of other businesses. Acquired businesses may not perform as expected, thereby causing our actual operating results to suffer. |
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PART I
Item 1. Business
Overview
We develop, design, manufacture, and service equipment and systems for the management and control of electrical energy and other critical processes. Headquartered in Houston, TX, we serve the transportation, environmental, industrial, and utility industries.
Powell Industries, Inc. (“("we,” “us,” “our,” “Powell,”" "us," "our," "Powell," or the “Company”"Company") was incorporated in the state of Delaware in 2004 as a successor to a Nevada company incorporated in 1968 and is1968. The Nevada corporation was the successor to a corporationcompany founded by William E. Powell in 1947, which merged into the Company in 1977. Our major subsidiaries, all of which are wholly-owned, include: Powell Electrical Manufacturing Company;Systems, Inc., Transdyn Controls, Inc. and Powell Power Electronics Company, Inc.; Powell-ESCO Company; Unibus, Inc.; Delta-Unibus Corporation; and Transdyn Controls,Industries International, Inc.
Our website address is www.powellind.com. We make available free of charge on or through our website copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Paper or electronic copies of such material may also be requested by contacting the Company at our corporate offices.
Products and Segments
We manage our Our business through operating subsidiaries, whichoperations are combinedconsolidated into two reportable business segments: Electrical Power Products and Process Control Systems. Financial information related to these business segments is included in Note ML of the Notes to Consolidated Financial Statements.
A brief descriptionElectrical Power Products
Our Electrical Power Products segment designs, manufactures and markets electrical power management systems designed to monitor and control the flow of ourelectrical energy and to provide protection to motors, transformers and other electrically powered equipment. Our principal products include power control modules, power control rooms, switchgear, motor control centers and business segments follows:bus duct systems. We design and manufacture systems ranging from 480 volts to in excess of 36,000 volts to serve the transportation, industrial, and utility industries.
Customers and Markets
OurThis segment's principal products are designed for use by and marketed to sophisticated users of large amounts of electrical energy or complex processes.energy. Our markets include oil and gas producers, oil and gas pipelines, refineries, petrochemical plants, electrical power generators, public and private utilities, mining, pulp and paper mills, transportation systems, governmental agencies, and other large industrial customers.
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Electrical Power Products
In this segment of our business, products and services are principally sold directly or through agents to the end-user or to an EPC (engineering, procurement and construction) firm on behalf of the end-user. We market and sell our products and services to a wide variety of customers, markets and geographic regions; as a result, we are not dependent on any one customer or market for sales. Export revenues were $39.1 million, $26.2 million, and $19.1 million in fiscal years 2003, 2002 and 2001, respectively.
regions. During each of the past three fiscal years, we did not have any one customer that accounted for more than 10% of ourannual segment revenues. TheAccordingly, we do not believe that the loss of any specific customer would not have a material adverse effect on our business; however,business. While we are not dependent upon any one customer for sales, we could be adversely impacted by a significant reduction in business volume from a key customer market.
Process Control Systemsindustry.
In this segment of our business, productsExport revenues were $28.2 million, $39.1 million, and services are principally sold to the transportation, environmental, industrial, utility, and governmental sectors. We may be dependent on one specific contract or customer for a significant percentage of our revenues due to the nature of large, long-term construction projects. During 2003, we received a contract to design and build Intelligent Transportation Systems (ITS) for the Port Authority of New York and New Jersey which accounted for 16% of segment revenues$26.2 million in fiscal 2003. We anticipate revenues from this contract will constitute approximately 55% of our segment revenues in 2004. Inyears 2004, 2003 and 2002, respectively. During each of the past three fiscal years, we had revenues with one or more customers that individually accounted for more than 10% of our segment revenues. Revenues from these customers totaled $4.8 million, $2.9 million and $3.8 million in fiscal 2003, 2002 and 2001, respectively. The loss of any specific customer could have a material adverse effect on segment revenues.
Export revenues were $0.7 million, $1.8 million, and $2.3 million in fiscal years 2003, 2002 and 2001, respectively.
During fiscal years 2003, 2002 and 2001, neither segment had anyno one export country that accounted for more than 10% of segment revenues. For information on the geographic areas in which our consolidated revenues were recorded in each of the past three years, see Note IJ of the Notes to Consolidated Financial Statements.
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Competition
We operate in an intensely competitive environment. Many of our competitors are significantly larger and have substantially greater resources than we do. However, we believe that we are a significant competitor in each of our principal markets.
OurThis segment's products and systems are custom designedengineered to meet the specifications of our customers. Each order is designed and manufactured to the unique requirements of the installation. We consider our engineering and manufacturing capabilities vital to the success of our business, and believe our technical and project management strengths, together with our responsiveness and flexibility to the needs of our customers, give us a competitive advantage in our markets.
Ultimately, our competitive position is dependent on the ability to provide quality products and systems, on a timely basis, at a competitive price.
5
Backlog
Orders in ourthe Electrical Power Products segment backlog at October 31, 2003,2004 totaled $157.5$89.5 million compared to $97.0 million at the end of which wethe previous fiscal year. We anticipate that approximately $139.2$86.5 million of our ending 2004 backlog will be fulfilled during our fiscal year 2004.2005. Orders included in our backlog are represented by customer purchase orders and contracts, which we believe to be firm. Under certain circumstances, penalties are included as a term of order acceptance to minimize our risk of customer cancellation.
Electrical Power Products:
At October 31, 2003 the Electrical Power Products segment backlog totaled $97.0 million compared However, weak economic conditions caused us to $151.6 million at the end of the previous fiscal year. We anticipate that approximately $93.6 million of our ending 2003 backlog will be fulfilled during our fiscal year 2004. During 2003, we experiencedexperience some customer delays and cancellations during 2004 and 2003, which is unusual for our business. Cancellations during the year2004 and 2003 totaled approximately $1.2 million and $6 million. During the previous two years, wemillion, respectively. We did not experience a material amount of cancelled orders.
Process Control Systems:
Orders in our Process Control Systems backlog at October 31, 2003 totaled $60.5 million, of which a contract received in 2003 to design and build Intelligent Transportation Systems (ITS) for the Port Authority of New York and New Jersey represented $33.2 million. We anticipate that approximately $45.6 million of the 2003 ending backlog will be fulfilled in fiscal year 2004. At October 31, 2002, the backlog totaled $37.7 million. We have not experienced a material amount of cancelled orders during the past three fiscal years.2002.
Raw Materials and Suppliers
The principal raw materials used in Electrical Power Products' operations include steel, copper, aluminum, and various electrical components. These raw material costs represented approximately 49% of our operations are generally readily available. We did not experience significant or unusual problems in the purchase of key raw materials and commoditiesrevenues in fiscal year 2003. While we are not dependent on any one supplier for a2004. Unanticipated increases in raw material amount of our raw materials, we are highly dependent on our suppliersrequirements or price increases could increase production costs and subcontractors in order to meet commitments to our customers.adversely affect profitability.
We purchase certain key electrical components on a sole-source basis and maintain a qualification and performance surveillance process to control risk associated with sole-sourced items. Changes in our design to accommodate similar components and electrical items that are procured onfrom other suppliers could be implemented to resolve a sole-source basis.supply problem related to a sole-sourced component. In this circumstance, supply problems could result in short-term delays in our ability to meet commitments to our customers. We believe that sources of supply for raw materials and components are generally sufficient and have no reason to believe a shortage of raw materials will cause any material adverse impact during fiscal year 2004.2005. While we are not dependent on any one supplier for a material amount of our raw materials, we are highly dependent on our suppliers in order to meet commitments to our customers. We did not experience significant or unusual problems in the purchase of key raw materials and commodities in the past three years.
EmployeesInflation
This segment is subject to the effects of changing prices. During fiscal 2004, we realized moderate increases in pricing for purchases of certain commodities, in particular steel, copper and aluminum products, which are used in the production of our products. While the cost outlook for commodities used in production of our products is not certain, we believe we can manage these inflationary pressures through contract pricing adjustments and by actively pursuing internal cost reduction efforts. We have not entered into any derivative contracts to hedge our exposure to commodity price changes in fiscal years 2004, 2003, or 2002.
Employees
At October, 31, 2004, the Electrical Power Products segment had 1,235968 full-time employees at October 31, 2003, located throughoutin the United States. Of the total number ofStates and Singapore. Our employees approximately 3% are not represented by trade unions. Weunions and we believe that our relationship with our employees and trade unions is good.
5
Research and Development
OurThis segment's research and development activities are directed toward the discovery and development of new products and processes as well as improvements in existing products and processes. Research and development expenditures were $3.6$2.7 million, $3.4$2.9 million and $3.1$2.9 million in our fiscal years 2004, 2003 and 2002, respectively.
Patents
While we are the holder of various patents, trademarks, and 2001,licenses, we do not consider any individual intellectual property to be material to our consolidated business operations.
Process Control Systems
Our Process Control Systems segment designs and delivers technology solutions that help our clients manage their critical transportation, environmental, energy, industrial and utility facilities. We offer a diverse set of professional services that specialize in the design, integration, and support of high-availability control, security/surveillance, and communications systems. The systems allow our clients to safely and effectively manage their vital processes and facilities.
Customers and Markets
This segment's products and services are principally sold directly to end-users in the transportation, environmental, energy, and industrial sectors. We may be dependent on one specific contract or client for a significant percentage of our revenues due to the nature of large, long-term construction projects common to this segment. For example, during 2003, we received a contract to design and build Intelligent Transportation Systems (ITS) for the Port Authority of New York and New Jersey which accounted for 16% of segment revenues in fiscal 2003 and 44% in fiscal 2004. In each of the past three fiscal years, we had revenues with one or more clients that individually accounted for more than 10% of our segment revenues. Revenues from these clients totaled $14.8 million, $4.8 million, and $2.9 million in fiscal 2004, 2003 and 2002, respectively. Our contracts often represent large-scale, single-need projects with an individual client. By their nature, these projects are typically non-recurring for those clients and multiple and/or continuous requirements of similar magnitude with the same client are rare. Thus, the inability to successfully replace a completed large contract with one or more of combined similar magnitude could have a material adverse effect on segment revenues.
Export revenues were $0.8 million, $0.7 million, and $1.8 million in fiscal years 2004, 2003 and 2002, respectively. During each of the past three fiscal years, no one export country accounted for more than 10% of segment revenues. For information on the geographic areas in which our consolidated revenues were recorded in each of the past three years, see Note J of the Notes to Consolidated Financial Statements.
Competition
This segment operates in a competitive market where competition for each contract varies. The competition may include large multinational firms as well as small regional low-cost providers depending upon the type of system and client requirements.
Our customized systems are designed to meet the specifications of our clients. Each order is designed, delivered, and installed to the unique requirements of the particular application. We consider our engineering, systems integration, installation, and support capabilities vital to the success of our business. We believe our technical, software products, and project management strengths, together with our responsiveness, flexibility, financial strength, and thirty-year history of supporting mission critical systems give us a competitive advantage in our markets.
6
Backlog
Orders in the Process Control Systems segment backlog at October 31, 2004 totaled $44.8 million compared to $60.5 million at the end of the previous fiscal year. We anticipate that approximately $25.9 million of our ending 2004 backlog will be fulfilled during our fiscal year 2005. As of October 31, 2004, $19.5 million of our ending backlog relates to a contract received in 2003 to design and build Intelligent Transportation Systems (ITS) for the Port Authority of New York and New Jersey. We have not experienced a material amount of cancelled orders during the past three fiscal years.
Employees
The Process Control Systems segment had 119 full-time employees at October 31, 2004, all located in the United States. Our employees are not represented by unions and we believe that our relationship with employees is good.
Research and Development
The majority of research and development activities of this segment are directed toward the development of our software suites for the management and control of the critical processes and facilities of our clients. Research and development expenditures were $0.8 million, $0.7 million and $0.5 million in our fiscal years 2004, 2003 and 2002, respectively.
Item 2. Properties
We have over 10 locations consisting of manufacturing facilities, sales offices, and repair centers.centers located throughout the United States and Singapore. Our facilities are generally located in areas that are readily accessible to raw materials and labor pools and are maintained in good condition. These facilities, together with recent expansions, are expected to meet our needs for the foreseeable future.
Our principal manufacturing locations by segment as of October 31, 2003,2004, are as follows:
| Number | Approximate Square Footage | Number | Approximate Square Footage | |||||
| Location | of Facilities | Acres | Owned | Leased | of Facilities | Acres | Owned | Leased |
Electrical Power Products: | ||||||||
| Houston, TX | 2 | 68.2 | 430,600 | --- | 2 | 68.2 | 430,600 | --- |
| Greenville, TX | 1 | 19.0 | 109,000 | --- | ||||
| North Canton, OH | 1 | 8.0 | 72,000 | --- | 1 | 8.0 | 72,000 | --- |
| Elyria, OH | 1 | 8.6 | 64,000 | --- | ||||
| Northlake, IL | 1 | 10.0 | 103,500 | --- | 1 | 10.0 | 103,500 | --- |
| Watsonville, CA | 1 | --- | 11,700 | |||||
Process Control Systems: | ||||||||
| Pleasanton, CA | 1 | --- | 39,100 | 1 | --- | 39,100 | ||
| Duluth, GA | 1 | --- | 29,700 | 1 | --- | 29,700 | ||
We also own onetwo idle facilityfacilities, located in Franklin Park, Illinois which consistsElyria, Ohio and Greenville, Texas, each consisting of manufacturing and office space. We anticipate that we will sell this propertythese properties during the coming year. As this property isthese properties are held for sale, the $1.5$1.4 million of related net book value is included in other current assets at October 31, 2003. Prior to the construction of our new facility in Northlake, Franklin Park was2004. These facilities were previously used to manufacture our isolated phasenon-segregated bus duct and distribution switch product line.lines, for which the manufacturing has been consolidated into other existing Company facilities.
We are currently in the process of closing our leased facility in Watsonville, California, whose operations will be consolidated into an existing Houston location. The Watsonville, California facility lease expires in February, 2005. All other leased properties are subject to long-term leases with remaining lease terms ranging from 3 to 5 years as of October 31, 2004. We do not anticipate experiencing significant difficulty in retaining occupancy of any of our leased facilities through lease renewals prior to expiration or through month-to-month occupancy, or in replacing them with equivalent facilities.
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Item 3. Legal Proceedings
We are involved in various legal proceedings, claims, and other disputes arising in the ordinary course of business which, in general, are subject to uncertainties and the outcomes are not predictable. However, we do not believe that the ultimate conclusion of these disputes will materially affect our financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
We did not submit any matter to a vote of our stockholders during the fourth quarter of fiscal year 2003.2004.
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PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Price Range of Common Stock
Our common stock trades on the NASDAQ National Market under the symbol “POWL”. The following table sets forth, for the periods indicated, the high and low sales prices per share as reported on the NASDAQ National Market for our common stock.
| High | Low | |||
| Fiscal Year 2002: | ||||
| First Quarter | 26.09 | 16.61 | ||
Second Quarter | 24.49 | 18.84 | ||
| Third Quarter | 25.80 | 17.00 | ||
Fourth Quarter | 19.49 | 14.75 | ||
Fiscal Year 2003: | ||||
| First Quarter | 20.72 | 13.65 | ||
Second Quarter | 15.23 | 13.13 | ||
| Third Quarter | 16.71 | 12.17 | ||
Fourth Quarter | 20.61 | 14.62 | ||
| High | Low | |||
| Fiscal Year 2003: | ||||
| First Quarter | $20.72 | $13.65 | ||
Second Quarter | 15.23 | 13.13 | ||
| Third Quarter | 16.71 | 12.17 | ||
Fourth Quarter | 20.61 | 14.62 | ||
Fiscal Year 2004: | ||||
| First Quarter | $20.50 | $14.50 | ||
Second Quarter | 19.50 | 14.85 | ||
| Third Quarter | 18.73 | 15.25 | ||
Fourth Quarter | 18.21 | 15.87 | ||
As of October 31, 2003,2004, the last reported sales price of our common stock on the NASDAQ National Market was $19.38$16.12 per share. As of December 31, 2003,January 24, 2005, there were 664644 stockholders of record of our common stock. All common stock held in broker accounts are included as one shareholderstockholder of record.
See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plan.
To date, we have not paid cash dividends on our common stock, and for the foreseeable future we intend to retain earnings for the development of our business. Future decisions to pay cash dividends will be at the discretion of the Board of Directors and will depend upon our results of operations, financial condition and capital expenditure plans, along with other relevant factors.
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Item 6. Selected Financial Data
The selected financial data shown below for the past five years was derived from our audited financial statements. The historical results are not necessarily indicative of the operating results to be expected in the future. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
| | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended October 31, | |||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||
| (As Restated, See Note O to Consolidated Financial Statements) | (As Restated, See Note O to Consolidated Financial Statements) | ||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||
| Statements of Operations: | |||||||||||||||||
| Revenues | $ | 206,142 | $ | 253,381 | $ | 306,403 | $ | 271,243 | $ | 223,019 | |||||||
| Cost of goods sold | 170,165 | 204,585 | 238,883 | 214,446 | 182,340 | ||||||||||||
| Gross profit | 35,977 | 48,796 | 67,520 | 56,797 | 40,679 | ||||||||||||
| Selling, general and administrative expenses | 35,357 | 35,339 | 39,031 | 35,007 | 29,841 | ||||||||||||
| Income before interest, and income taxes, and cumulative effect of change in accounting principle | 620 | 13,457 | 28,489 | 21,790 | 10,838 | ||||||||||||
| Interest expense (income), net | (744) | (175) | 210 | 359 | (44) | ||||||||||||
| Income tax provision (benefit) | (282) | 6,137 | 10,481 | 7,889 | 3,821 | ||||||||||||
| Minority interest | (23) | -- | -- | -- | -- | ||||||||||||
| Income from continuing operations before | |||||||||||||||||
| cumulative effect of change in accounting | |||||||||||||||||
| principle | 1,669 | 7,495 | 17,798 | 13,542 | 7,061 | ||||||||||||
| Cumulative effect of change in accounting | |||||||||||||||||
| principle, net of income taxes | -- | (510 | ) | -- | -- | -- | |||||||||||
| Net income | $ | 1,669 | $ | 6,985 | $ | 17,798 | $ | 13,542 | $ | 7,061 | |||||||
| Basic earnings per share | $ | 0.16 | $ | 0.66 | $ | 1.69 | $ | 1.30 | $ | 0.68 | |||||||
| Diluted earnings per share | $ | 0.15 | $ | 0.65 | $ | 1.66 | $ | 1.28 | $ | 0.67 | |||||||
| | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of October 31, | |||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||
| (As Restated, See Note O to Consolidated Financial Statements) | (As Restated, See Note O to Consolidated Financial Statements) | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||
| Cash and cash equivalents | $ | 59,259 | $ | 36,788 | $ | 14,362 | $ | 6,520 | $ | 2,114 | |||||||
| Property, plant and equipment, net | 45,041 | 43,998 | 45,020 | 37,409 | 31,383 | ||||||||||||
| Total assets | 196,079 | 190,478 | 189,708 | 186,361 | 137,926 | ||||||||||||
| Long-term debt and capital lease obligations, | |||||||||||||||||
| including current maturities | 7,100 | 7,359 | 12,010 | 22,714 | 7,143 | ||||||||||||
| Total stockholders' equity | 139,835 | 136,364 | 128,100 | 109,369 | 94,087 | ||||||||||||
| Total liabilities and stockholders' equity | 196,079 | 190,478 | 189,708 | 186,361 | 137,926 | ||||||||||||
810
| | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended October 31, | |||||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||
| Amounts in thousands, except per share data | |||||||||||||||||
| Statements of Operations: | |||||||||||||||||
| Revenues | $ | 253,381 | $ | 306,403 | $ | 271,243 | $ | 223,019 | $ | 212,531 | |||||||
| Cost of goods sold | 204,415 | 238,745 | 214,446 | 182,340 | 172,353 | ||||||||||||
| Gross profit | 48,966 | 67,658 | 56,797 | 40,679 | 40,178 | ||||||||||||
| Selling, general and administrative expenses | 35,297 | 38,997 | 35,007 | 29,841 | 29,354 | ||||||||||||
| Income before interest and income taxes | 13,669 | 28,661 | 21,790 | 10,838 | 10,824 | ||||||||||||
| Income from continuing operations before | |||||||||||||||||
| cumulative effect of change in accounting | |||||||||||||||||
| principle | 7,628 | 17,905 | 13,542 | 7,061 | 7,127 | ||||||||||||
| Cumulative effect of change in accounting | |||||||||||||||||
| principle, net of income taxes | (510 | ) | -- | -- | -- | -- | |||||||||||
| Net income | $ | 7,118 | $ | 17,905 | $ | 13,542 | $ | 7,061 | $ | 7,127 | |||||||
| Diluted earnings per share | $ | 0.67 | $ | 1.67 | $ | 1.28 | $ | 0.67 | $ | 0.66 | |||||||
| | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of October 31, | |||||||||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||||||||
| Amounts in thousands | |||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||
| Cash and cash equivalents | $ | 36,788 | $ | 14,362 | $ | 6,520 | $ | 2,114 | $ | 10,646 | |||||||
| Property, plant and equipment, net | 43,998 | 45,020 | 37,409 | 31,383 | 33,286 | ||||||||||||
| Total assets | 190,340 | 189,643 | 186,361 | 137,926 | 127,531 | ||||||||||||
| Long-term debt and capital lease obligations, | |||||||||||||||||
| including current maturities | 7,359 | 12,010 | 22,714 | 7,143 | 9,572 | ||||||||||||
| Total stockholders' equity | 136,604 | 128,207 | 109,369 | 94,087 | 90,772 | ||||||||||||
| Total liabilities and stockholders' equity | 190,340 | 189,643 | 186,361 | 137,926 | 127,531 | ||||||||||||
During fiscal year 2004, we initiated a consolidation plan to reduce overhead costs and improve efficiency. As a result of this plan, we incurred significant expenses during 2004. For additional information related to the consolidation plan and expenses incurred, see Note M of the Notes to Consolidated Financial Statements.
Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Market conditions throughout fiscal 2003 were challenging. We experienced a significant reductionThe following discussion should be read in demand for our products. In our Electrical Power Products segment, market price levels deteriorated early inconjunction with the year as competition for available business volume intensified. Despite weak market conditions, we successfully increased both revenuesaccompanying consolidated financial statements and earnings in our Process Control Systems business segment. We also successfully expanded system modification and replacement equipment activity in both business segments.
With a depressed economy, we intensified our focus on working capital management. We achieved record levels of cash flow from operating activities during 2003. As of year end, Powell Industries held cash, cash equivalents and marketable securites of $42 million, an increase of $28 million over fiscal 2002.
We believe we are well positioned to take advantage of improving economic and market conditions.
related notes. 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 industry conditions, international political and economic risks, availability and price of raw materials and execution of business strategy, as more fully described above in our “Cautionary Statement Regarding Forward-Looking Statements; Risk Factors.”strategy. Any forward-looking statements made by or on our behalf 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 the actual results may differ materially from those projected in the forward-looking statements.
9 The effects of the restatement discussed in Note O of the Notes to Consolidated Financial Statements have been reflected in the accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We have continued to experience a significant reduction in market demand for our products. The following discussiondifficult market conditions that existed in fiscal 2003 have continued through fiscal 2004. Additionally, market price levels have deteriorated as competition for available business volume intensified. However, we have been able to expand revenues related to system modification and equipment replacement as customers look for ways to extend the lives of their existing systems.
Although we currently face reduced demand and prices, there are indications of improvement in our principal markets. Historically, business expansion within our principal markets — public and private utilities, heavy industry and public agencies — have lagged general economic trends by six to twelve months as our revenues are principally driven by new capital investments. One of the positive trends we have experienced is an increase in new order activity. Orders received during the third and fourth quarters of fiscal 2004 totaled $42.1 million and $62.5 million, respectively, versus $35.8 million and $36.3 million in the same periods a year ago. We are optimistic that we will see further improvement in fiscal 2005.
In anticipation of improving business opportunities, we are taking advantage of lower production volumes to make necessary capital improvements to our manufacturing facility in Houston, Texas. We have committed to capital improvement projects totaling $6.1 million. These projects include a new metal finishing and paint system and replacement of some older metal fabricating equipment with a laser cut fabricating center and material handling system. Consistent with other lean initiatives, these investments will improve our quality and efficiency as well as lead to lower working capital requirements. These projects are scheduled to be completed in March 2005.
We also expect international business opportunities to strengthen. To enhance our ability to serve the oil and gas and petrochemical industries, we increased our interest in Powell Industries Asia Private Limited (PIA) from 50% to 60% on August 1, 2004. Since that time, these operations have been fully consolidated in our financial statements. PIA was formed in 2000 as a joint venture between Powell and Rotary Engineering Limited, Singapore (Rotary). We anticipate the business opportunities to increase and, with increased support from our domestic operations, we should be readable to improve our ability to support the development of oil and gas production in conjunctionSoutheast Asia.
To reduce overhead costs and improve efficiency, we initiated a consolidation plan that will reduce the number of facilities within our Electrical Power Products segment. During 2004, we consolidated our Greenville, Texas and North Canton, Ohio operations, closing the Greenville facility as of June 30; we consolidated our Elyria, Ohio and Northlake, Illinois operations, closing the Elyria facility as of October 31; and in September, we announced plans to consolidate our Watsonville, California and Houston, Texas operations, exiting the leased Watsonville facility by December 31, 2004. Total pre-tax expenses associated with these plant closings are estimated to be approximately $2.6 million. In fiscal 2004, we incurred pre-tax expenses associated with the accompanying consolidated financial statements andplant closings of $2.2 million. For additional information related notes.to consolidation costs, see Note M of the Notes to Consolidated Financial Statements.
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Year ended October 31, 2004 compared with year ended October 31, 2003
Revenue and Gross Profit
Consolidated revenues decreased 19% to $206.1 million in fiscal 2004 compared to fiscal year 2003 revenues of $253.4 million. Domestic revenues decreased $36.9 million to $176.7 million in 2004 compared to 2003. Revenues outside of the United States accounted for 14% of consolidated revenues in fiscal 2004 compared to 16% in 2003.
Electrical Power Products
Our Electrical Power Products segment recorded revenues of $173.5 million in fiscal 2004 compared to $227.0 million in fiscal 2003. Customers have been reluctant to commit to new capital construction projects throughout fiscal 2004 due to economic uncertainty. However, we have been able to expand revenues related to system modification and equipment replacement as customers look for ways to extend the lives of their existing systems. Overall, we have experienced a decline in revenues in each of our major markets. Revenues from industrial customers were $98 million in 2004 compared to $125 million in 2003. Utility revenues were $59 million in 2004 compared to $79 million in 2003. Municipal and transit projects generated revenues of $17 million compared to $23 million a year ago.
Gross profit, as a percentage of revenues, decreased to 16.8% in fiscal 2004 from 18.8% in fiscal 2003. Fiscal 2004 costs of goods sold included one-time expenses of $1.8 million to consolidate our operations. Consolidation expenses include employee severance, training and equipment relocation costs. Inflationary pressures, primarily due to higher commodity prices in copper, aluminum and steel increased direct material expenses by approximately 4%, or $3.3 million, compared to fiscal 2003.
Both revenue and gross profit have been adversely impacted by competitive pricing in a depressed marketplace. Partially offsetting adverse market conditions have been the results of our efforts to reduce our production overhead costs by improving operating efficiencies through the implementation of lean initiatives.
Process Control Systems
Revenues in our Process Control Systems segment increased 24% to $32.7 million compared to $26.4 million in fiscal 2003. The increase in revenue is primarily attributed to our contract to design and build Intelligent Transportation Systems (ITS) for the Holland and Lincoln tunnels for the Port Authority of New York and New Jersey. This contract accounted for $14.3 million of segment revenues in fiscal 2004 and $4.2 million in fiscal 2003. As of October 31, 2004, the remaining value associated with this project in our backlog was $19.5 million, or 44% of segment backlog, which is expected to be recognized as revenue in 2005. Export revenue increased to $0.8 million in fiscal 2004 from $0.7 million in fiscal 2003.
Segment gross profit, as a percentage of revenues, was 21.0% in fiscal 2004, compared to 23.5% in fiscal year 2003. Gross profits as a percentage of revenues were reduced in 2004 due to the large amount of subcontract work and material pass-through purchases on the Holland and Lincoln tunnels contract which typically will generate significantly lower profits compared to our other professional services.
For additional information related to our business segments, see Note L of the Notes to Consolidated Financial Statements.
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Consolidated Operating Expenses
Selling, general and administrative expenses were $35.4 million, or 17.2% of revenues, in fiscal 2004 compared to $35.3 million, or 13.9% of revenues, in fiscal 2003. In fiscal 2004, accounting and auditing fees increased $0.8 million compared to 2003, primarily attributable to Sarbanes-Oxley compliance efforts. One-time consolidation expenses of $0.4 million were incurred in fiscal 2004. These expenses were costs associated with actions to consolidate our operations and close certain facilities which represented excess capacity. The benefit of lower operating overheads should be realized beginning in 2005. Excluding the impact of these increases, selling, general and administrative expenses would have decreased consistent with revenues.
Research and development expenditures were $3.5 million in 2004 compared to $3.6 million in fiscal 2003. Our research efforts are directed toward the discovery and development of new products and processes as well as improvements in existing products and processes. Research and development costs are included in selling, general and administrative expenses.
Interest Income and Expense
We incurred $0.1 million in interest expense in fiscal 2004 compared to $0.4 million in fiscal 2003. Interest expense has been reduced by favorable interest rates and decreasing balances on our industrial revenue bond debt. Our industrial revenue bonds have scheduled payments of $0.4 million that become due each year in October. Additionally, in fiscal 2003, we incurred $0.2 million in interest expense on our term loan and the associated interest rate swap. In September 2003, we paid the remaining principal balance on our term loan, which has reduced our interest expense.
We earned $0.9 million in interest income in fiscal 2004 compared to $0.6 million in the previous year. Interest income increased primarily due to higher levels of invested funds.
Provision for Income Taxes
Our income tax provision/(benefit) for fiscal 2004 and 2003 was ($0.3 million) and $6.1 million, and our effective tax rate was (21%) and 45%, respectively. During 2004, we recorded several non-recurring tax adjustments related to the following items:
| a) | A $0.4 million benefit was recorded primarily for the benefit of revised extraterritorial income exclusion amounts for the years ended 2002 and 2003. This benefit was derived by calculating the extraterritorial income exclusion amount on a transaction by transaction basis in 2004, as opposed to an aggregate basis as originally estimated, |
| b) | A $0.3 million valuation allowance related to capital losses was released in 2004. We entered into an agreement in 2004 to sell a capital asset that will trigger enough capital gain to utilize the capital loss carryforward, and |
| c) | We released $0.2 million of state income tax reserve in 2004 due to acceptance by certain state taxing authorities of voluntary disclosure agreements in 2004. |
Without these adjustments, our 2004 effective tax rate would have been 40%.
Net income
Net income was $1.7 million, or $0.15 per diluted share, in fiscal year 2004 compared to $7.0 million, or $0.65 per diluted share, in fiscal year 2003. The decrease in net income primarily relates to lower business volume and decreased gross profits in fiscal 2004. Gross profits declined as a result of one-time consolidation costs, inflationary pressures on materials costs, and depressed market price levels. Partially offsetting lower gross profits were higher interest income and a net income tax benefit.
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In fiscal 2003, net income was negatively impacted as a result of our adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” During the first quarter of fiscal 2003, we recorded a goodwill impairment loss of $0.5 million as a cumulative effect of a change in accounting principle. The goodwill impairment charge accounted for a loss of $0.05 per diluted share a year ago.
Year ended October 31, 2003 compared with year ended October 31, 2002
Revenue and Gross Profit
Consolidated revenues decreased 17% to $253.4 million in fiscal 2003 as compared to fiscal year 2002 revenues of $306.4 million. Domestic revenues decreased $64.8 million to $213.6 million in 2003 compared to 2002. Despite weaknesses in domestic markets, new investments in oil and gas production facilities contributed to increased international revenues in fiscal 2003. Revenues outside of the United States accounted for 16% of consolidated revenues in 2003 compared to 9% in 2002.
Electrical Power Products
Our Electrical Power Products segment recorded revenues in fiscal 2003 of $227.0 million compared to $283.6 million in fiscal 2002. Revenues from public and private utilities fell by 55% in fiscal 2003. In particular, there was a significant decline in new investments in electrical power generation facilities. Utility revenues were $79 million in 2003 compared to a record $173 million in 2002. Our municipal customers faced a reduced tax base with which to fund infrastructure projects in 2003. Municipal and transit projects generated revenues of $23 million compared to $29 million in 2002. However, revenues from industrial customers totaled $125 million in fiscal 2003, an increase of $44 million, or 54%, over 2002. This increase in revenue from industrial customers resulted primarily from revenues related to the manufacture and delivery of power control modules for new oil and gas production facilities. These long-term projects to construct new oil and gas production facilities were initiated by our customers during 2001 and 2002.
Gross profit, as a percentage of revenues, was 18.8% in fiscal 2003, compared to 22.0% in fiscal year 2002. Gross profit has been adversely impacted by lower production volumes and competitive pricing pressures. Partially offsetting adverse market conditions were the results of our efforts to reducedreduce our costs of production by improving operating efficiencies through the implementation of lean initiatives. In addition, we incurred an impairment loss of $0.4 million to decrease the carrying value of machinery and equipment to their estimated market value. This impairment loss resulted from our decision to discontinue certain product lines. These product lines generated aggregate revenues of less than $1.0 million in fiscal 2003.
Process Control Systems
Revenues in our Process Control Systems segment increased 16% to $26.4 million compared to $22.8 million in fiscal 2002. Our most significant award during 2003 was a contract to design and build Intelligent Transportation Systems (ITS) for the Holland and Lincoln tunnels from the Port Authority of New York and New Jersey valued at $37.4 million.million as of October 31, 2003. Revenue attributable to this project totaled $4.2 million during fiscal 2003. Gross profit, as a percentage of revenues, was 24.0%23.5% in fiscal 2003, compared to 23.6%23.0% in fiscal year 2002.
For additional information related to our business segments, see Note ML of the Notes to Consolidated Financial Statements.
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Consolidated Operating Expenses
Selling, general and administrative expenses increased to 13.9% of revenues in fiscal 2003 compared to 12.7% of revenues in fiscal year 2002. Our commitment to continue to develop our customer markets and products resulted in an increase in operating expenses relative to our revenues. Research and development expenditures were $3.6 million in fiscal 2003 compared to $3.4 million in fiscal year 2002. Our research efforts are directed toward the discovery and development of new products and processes as well as improvements in existing products and processes.
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Interest Income and Expense
We incurred $403 thousand$0.4 million in interest expense on our term debt and outstanding industrial development revenue bonds during fiscal 2003 compared to $508 thousand$0.5 million in 2002. As a result of lower levels of debt and decreased interest rates, our interest expense has declined.
Interest income increased by $280 thousand$0.3 million to $578 thousand$0.6 million in 2003 compared to the same period of the previous year. An increase in invested funds during 2003 has been partially offset by the lower interest rate environment.
Provision for Income Taxes
Our provision for income taxes reflects an effective tax rate on earnings before income taxes of 44.9%45.0% in fiscal 2003 compared to 37.1% in fiscal 2002. Included in our provision is $1.3 million for state taxes (net of federal tax benefit) of which $0.9 million reflects revised estimates in state tax exposures related to prior years. Over the past several years, our business has expanded and we are now conducting activities in more states. We have accordingly increased our estimates for such state tax exposures. Going forward, we anticipate our effective tax rate to range from 37.6% to 37.9%.
Cumulative Effect of Change in Accounting Principle
As a result of the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” we recorded a goodwill impairment loss of $510 thousand,$0.5 million , net of $285 thousand$0.3 million taxes, as a cumulative effect of a change in accounting principle during the first quarter of 2003. We recorded an impairment charge of $380 thousand,$0.4 million , net of $214 thousand$0.2 million taxes, to write off the full value of goodwill in our Process Control Systems segment. In our Electrical Power Products segment, we recorded an impairment charge of $130 thousand,$0.1 million, net of $71 thousandapproximately $71,000 taxes. The goodwill impairment charge accounted for a loss of $0.04$0.05 per diluted shareshare.
Net Income
Net income was $7.1$7.0 million, or $0.67$0.65 per diluted share, in fiscal year 2003 compared to $17.9$17.8 million, or $1.67$1.66 per diluted share, in fiscal year 2002. The decrease in net income primarily relates to lower business volume and decreased gross profits in fiscal 2003. Additionally, net income was negatively impacted as a result of an impairment loss of $0.2 million, net of taxes, recorded to decrease the carrying value of machinery and equipment; an increase in estimates for state tax exposures related to prior years of $0.9 million, net of federal tax benefits; and the net effect of a change in accounting principle related to goodwill accounted for $0.5 million. Each of these adjustments to net income areis discussed in the Notes to Consolidated Financial Statements.
Year ended October 31, 20022004 compared with year ended October 31, 20012003
Revenue and Gross Profit
Revenues increased 13% We have continued to a record $306.4improve our liquidity position. Working capital was $99.3 million in fiscal 2002 asat October 31, 2004 compared to revenues in fiscal year 2001$97.0 million at October 31, 2003. As of $271.2 million. Our Electrical Power Products segment recorded revenues in fiscal 2002October 31, 2004, current assets exceeded current liabilities by 3.1 times and our debt to capitalization ratio was less than 0.1 to 1.
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At October 31, 2004, we had cash, cash equivalents and marketable securities of $ 283.6$63.2 million, compared to $244.8$42.3 million in fiscal 2001. During fiscal 2002 one aspect of our revenue growth was due to new worldwide investments in oil and gas production facilities. Furthermore, demand for additional electrical power generation capacities in the United States strengthened over the expansion realized in fiscal 2001. Revenues in our Process Control Systems segment were $22.8at October 31, 2003. Long-term debt, including current maturities, totaled $7.1 million at October 31, 2004 compared to $26.4$7.4 million in fiscal 2001. For additional information relatedat October 31, 2003. In addition to our business segments,long-term debt, we maintain a revolving credit agreement which at year end provided for a borrowing capacity of $15 million through February 2007. As of October 31, 2004 and 2003, there were no outstanding borrowings under this line of credit. For further information regarding our debt, see Note MG of the Notes to Consolidated Financial Statements.
11 Operating Activities
International revenues increasedNet cash provided by operating activities was $24.9 million for fiscal 2004. A net reduction in operating assets and liabilities provided $20.1 million with the remainder of the increase related to net earnings adjusted for depreciation, amortization and other non-cash expenses. Of the $20.1 million provided by the net reduction in operating assets and liabilities, $14.5 million was provided due to a reduction of investments in contract costs and inventories as projects in our backlog reached contractual billing milestones. In addition, lower sales volumes have resulted in less cash being reinvested in operating assets. During fiscal 2003, operating activities provided net cash of $36.5 million of which $22.5 million resulted from a reduction in operating assets and liabilities with the remainder of the increase related to net earnings adjusted for depreciation, amortization and other non-cash expenses.
Investing Activities
Investments in property, plant and equipment during fiscal 2004 totaled $6.5 million compared to $4.5 million in fiscal 2002. Revenues outside2003. The majority of our 2004 capital investments will be used to improve our capabilities to manufacture switchgear and electrical power control rooms. We have committed to capital projects totaling $6.1 million to acquire a new metal finishing and paint system, a laser cut fabricating center, and material handling system. As of the United States accountedend of fiscal 2004, we have incurred costs of $4.2 million for 9%these projects. We expect to incur the balance during the first half of consolidated revenues2005. Consistent with other lean initiatives, these investments will improve our quality and efficiency as well as lead to lower working capital requirements.
Proceeds from the sale of fixed assets provided cash of $1.8 million in fiscal 2002 compared to 8%2004, primarily from the sale of our Franklin Park, Illinois manufacturing facility which was idled in 2002. Net trades in marketable securities provided cash of $1.8 million in fiscal 2001.2004. During 2003, we purchased $5.8 million of these investment-grade corporate bonds and classified them as available for sale. The maturity dates of these bonds vary from one to nine years.
Financing Activities
Gross profit, as a percentage of revenues, improved to 22.1%Net cash provided by financing activities was $0.6 million in fiscal 2002, compared to 20.9%2004 primarily from the exercise of stock options. Net cash used in financing activities in fiscal 2003 was $3.7 million. In September 2003, we paid the remaining principal balance on our term loan. The repayment of this loan was the primary use of cash for financing activities in fiscal year 2001. Higher production volumes, improved operating efficiencies, along with the quality of our backlog have all contributed to the improvement in gross profit. We continued to implement lean manufacturing initiatives to reduce costs and respond to the competitive markets that we serve.2003.
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Operating ExpensesContractual Obligations
Selling, generalAt October 31, 2004, our long-term contractual obligations were limited to debt and administrative expenses, including researchleases. The table below details our commitments by type of obligation and development expenditures,the period that the payment will become due (in thousands).
| As of October 31, 2004 payments due by period: | Long-term Debt Obligations | Capital Lease Obligations | Operating Lease Obligations | Total |
| Less than 1 year | $ 419 | $ 55 | $ 1,694 | $ 2,168 |
| 1 to 3 years | 858 | 98 | 2,731 | 3,687 |
| 3 to 5 years | 800 | 70 | 1,438 | 2,308 |
| More than 5 years | 4,800 | --- | --- | 4,800 |
| Total long-term contractual obligations | $ 6,877 | $ 223 | $ 5,863 | $ 12,963 |
We are contingently liable for secured and unsecured letters of credit of $10.3 million as of October 31, 2004. We also had performance bonds totaling approximately $167.9 million that were $39.0 million (12.7 % of revenues) in fiscal 2002 comparedoutstanding at October 31, 2004. Performance bonds are used to $35.0 million (12.9% of revenues) in fiscal year 2001. The increase in operating expenses was primarily due to the growth in business volumes during the period.
Research and development expenditures were $3.4 million in fiscal 2002 compared to $3.1 million in fiscal year 2001. Our research efforts were directed toward the discovery and development of new products and processes as well as improvements in existing products and processes.
Interest Income and Expense
Net interest expense decreased to $210 thousand in fiscal 2002 from $359 thousand in fiscal 2001 due to lower levels of debt. Interest expense was relatedguarantee contract performance to our revolving credit facility and long-term debt. This expense was partially offset by interest income from short-term investments.customers.
Provision for Income TaxesYear ended October 31, 2003 compared with year ended October 31, 2002
Our provision for income taxes reflected an effective income tax rate on earnings before income taxes of 37.1% in fiscal 2002 compared to 36.8% in fiscal 2001. The increase in our effective tax rate was primarily a result of higher state taxes and was also partly attributable to increases in non-deductible expenses.
Net Income
Net income was $17.9 million, or $1.67 per diluted share, in fiscal year 2002 compared to $13.5 million, or $1.28 per diluted share in fiscal year 2001. Growth in business volume and increased gross profits resulted in earnings improvement in fiscal 2002.
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Liquidity and Capital Resources
We have maintained a strong liquidity position. Working capital was $96.9$97.0 million at October 31, 2003 compared to $86.5 million at October 31, 2002. As of October 31, 2003, current assets exceeded current liabilities by 3.2 times and our debt to capitalization ratio was less than 0.1 to 1.
At October 31, 2003, we had cash, cash equivalents and marketable securities of $42.3 million, compared to $14.4 million at October 31, 2002. Long-term debt, including current maturities, totaled $7.4 million at October 31, 2003 compared to $12.0 million at October 31, 2002. In addition to our long-term debt, we maintain a revolving credit agreement which at year end 2003 provided for a credit facility of $15 million through February 2006. As of October 31, 2003, there were no borrowings under this line of credit. For further information regarding our debt, see Note FG of the Notes to Consolidated Financial Statements.
Operating Activities
Net cash provided by operating activities was $36.5 million for fiscal 2003. A net reduction in operating assets and liabilities provided $22.3$22.5 million with the remainder of the increase related to net earnings adjusted for depreciation, amortization and other non-cash expenses. During fiscal 2002, operating activities provided net cash of $31.7 million of which $8.7$8.8 million resulted from a reduction in operating assets and liabilities.
Investing Activities
Investments in property, plant and equipment during fiscal 2003 totaled $4.5 million compared to $13.9 million in fiscal 2002. The majority of these expenditures were used to complete a project initiated during 2002 to increase our manufacturing capacity available for the manufacture of electrical power control modules. These modules are provided to the oil and gas industry for use on offshore platforms.
During 2003, we purchased $5.8 million of investment-grade corporate bonds. TheAs of October 31, 2003, the maturity dates of these bonds vary from five to nine years.
Financing Activities
Financing activities used $3.7 million in fiscal 2003. Approximately $4.8 million was used for repayments on our long-term debt. Other financing activities were limited primarily to the exercise of stock options. During fiscal 2002, net cash used by financing activities was $10.0 million, primarily from payments on long-term debt.
Contractual Obligations
At October 31, 2003 and 2002, our long-term contractual obligations were limited to debt and leases. The tables below detail our commitments by type of obligation and the period that the payment will become due (in thousands).
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| As of October 31, 2003 payments due by period: | Long-term debt Obligations | Capital Lease Obligations | Operating Lease Obligations | ||||||||
| Less than 1 year | $ | 418 | $ | 50 | $ | 1,776 | |||||
| 1 to 3 years | 877 | 14 | 3016 | ||||||||
| 3 to 5 years | 800 | -- | 2048 | ||||||||
| More than 5 years | 5,200 | -- | 479 | ||||||||
| Total long-term contractual obligations | $ | 7,295 | $ | 64 | $ | 7,319 | |||||
| As of October 31, 2002 payments due by period: | Long-term debt Obligations | Capital Lease Obligations | Operating Lease Obligations | ||||||||
| Less than 1 year | $ | 4,686 | $ | 60 | $ | 1,238 | |||||
| 1 to 3 years | 800 | 64 | 2,480 | ||||||||
| 3 to 5 years | 800 | -- | 1,878 | ||||||||
| More than 5 years | 5,600 | -- | 1,177 | ||||||||
| Total long-term contractual obligations | $ | 11,886 | $ | 124 | $ | 6,773 | |||||
We expect a continued weaknessour principal markets to strengthen throughout 2005. Customer inquiries, or requests for proposals, have steadily strengthened during the second half of fiscal 2004. One of the positive trends we have experienced is an increase in new order activity. Orders received during the third and depressed price levelsfourth quarters of fiscal 2004 totaled $42.1 million and $61.5 million, respectively, versus $35.8 million and $36.3 million in the same periods a year ago. We are optimistic that we will see further improvement in fiscal 2005.
In our Electrical Power Product marketsProducts segment, third and fourth quarter orders increased both sequentially and year over year. In addition, we serve,expect to realize lower overhead expenses and increased efficiencies as a result of our consolidation efforts and capital improvements, both of which should improve our competitive position. Although our Process Controls Systems segment continues to experience soft market conditions, we anticipate a decline in consolidated revenuesincreased funding for municipal projects will be available as general economic conditions strengthen. We believe we will be well-positioned to take advantage of 7% to 13% in fiscal 2004. We expect full year revenues to range between $220 million and $235 million. Earnings from continuing operations are expected to range between $0.48 and $0.63 per diluted share.improving economic conditions.
We anticipate that we will begin reinvesting a portion of our cash position will continue to grow during the first three quarters of 2004. Fourth quarterin operating working capital in fiscal 2005. Working capital needs are anticipated to increase with growing levels of business activity. We will continue to invest in our manufacturing capabilities and expect capital expenditures during fiscal year 2004 to range between $5.0 million and $8.0 million. We believe that working capital, borrowing capabilities, and funds generated from operations shouldwill be sufficient to finance anticipated operational activities, capital improvements, debt repayment and possible future acquisitions for the foreseeable future.
During each of the past three years, we have not experienced a significant effect of inflation on our operations. We continue to evaluate the potential impact inflation could have on our business and future operations and attempt to minimize inflationary impacts by including escalation clauses in our long-term contracts. Recent economic and industry reports indicate that the current conditions should remain relatively unchanged for the foreseeable future. We do not anticipate a significant impact on operations in 2004 due to inflation.
DuringIn 2003, we experienced a significant deterioration in business volume due to the effecteffects of the U.S. economy on the customers we serve.our markets and customers. New investments in infrastructure projects were curtailed byin both our utility and industrial customers.market segments. Our municipal customersclients faced a reduced tax base with which to fund infrastructure projects in 2003.projects. Along with indications of an improving U.S economy, new business inquiry levels strengthened throughout 2004. The pace of orders grew stronger as 2004 progressed and we ended the year with an order rate that we have not experienced since 2002. We anticipate these conditions will persistcontinue into 2004.2005.
As the U.S. economy began to show signs of improvement, we experienced significant price pressures with our key raw materials, primarily copper, aluminum and steel. Competitive market pressures limited our ability to pass these cost increases to our customers. These competing pressures eroded our earnings in 2004. We anticipate these inflationary pressures will continue to adversely impact our operations in 2005.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments with respect to the selection and application of accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
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We believe the following critical accounting policies haveand estimates to be critical in the greatest impact on the preparation and reporting of our consolidated financial statements.
Revenue Recognition
Our revenues are generated from the manufactureengineering and deliverymanufacturing of custom-manufacturedcustom products. We recognize revenues under both the completed contract method and the percentage-of-completion method, depending upon the duration and the scope of the project. At the onset of each project, the size, scope and duration of the contract is reviewed to determine the appropriate revenue recognition method based upon company policy.policy and applicable accounting standards. Due to the long-term and fixed-price nature of the projects in the Process Control Systems segment, all revenues are recorded using percentage-of-completion. However, projects in the Electrical Power Products segment vary widely; thus, both the completed contract and percentage-of-completion methods are used. During the last three years, approximately 61% to 71% of revenues in our Electrical Power Product’s segment were recognized using the percentage of completion method.
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Under the completed contract method, revenues are recognized upon the transfer of title, which is generally at the time of shipment or delivery depending(depending upon the terms of the contract,contract), when all significant contractual obligations have been satisfied, the price is fixed or determinable, and collectibility is reasonably assured. We use shipping documents and customer acceptance, when applicable, to verify the transfer of title to the customer. We assess whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Collectibility is assessed based on the creditworthiness of the customer based onassessed through credit verification, and the customer’s payment history.history and other relevant factors.
Under the percentage-of-completion method, revenues are recognized as work is performed based uponon the ratioestimated completion to date calculated by multiplying the total contract price by percentage of performance to date, based on total labor dollars or hours incurred to date to the total estimated labor dollars or hours estimated at completion. Application of the percentage of completion method of accounting requires the use of estimates of costs to measurebe incurred for the stageperformance of completion.the contract. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and all costs associated with operation of equipment (excluding depreciation). The salescost estimation process is based upon the professional knowledge and gross profitexperience of the company’s engineers, project managers, and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in performance and the recoverability of any claims. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to costs and income and their effects are recognized in eachthe period in which the revisions are adjusted prospectively for any revisions in the total estimated contract costs, total estimated labor hours to complete the project, or total contract value.determined. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Due to the number of estimates used in the percentage-of-completion calculations, conditions such as changes in job performance, job conditions, estimated contract costs and profitability may result in revisions to original assumptions, thus causing actual results to differ from original estimates.
ValuationAllowance for Doubtful Accounts
The preparationWe maintain and continually assess the adequacy of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain judgments and estimates regarding uncertainties. Our most significant accounting uncertainty for which a valuation account is set up is in the area of accounts receivable collectibility.
Anan allowance for doubtful accounts has been establishedrepresenting our estimate for losses resulting from the inability of our customers to provide for estimated losses on our accounts receivable.pay amounts due to us. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and expectations of future conditions that could impact the collectibility of accounts receivable. We continually assessHowever, future changes in our allowance for doubtful accountscustomers’ operating performance and may increasecash flows or decreasein general economic conditions could have an impact on their ability to fully pay these amounts which could have a material impact on our periodic provision as additional information regarding collectibility becomes available.operating results.
15
Impairment of Long-Lived Assets
We have significant investments in long-lived assets, including property and equipment and goodwill. We evaluate the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. ForThe review for impairment of long-lived assets and goodwill takes into account estimates of future cash flows. Our estimates of future cash flows are based upon budgets and longer-range plans. These budgets and plans are used for internal purposes and are also the basis for communication with outside parties about future business trends. While we believe the assumptions we use to estimate future cash flows are reasonable, there can be held and used, the evaluation is based on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicateno assurance that the carrying amount of the assetexpected future cash flows will be realized. As a result, impairment charges that possibly should have been recognized in earlier periods may not be recoverable, we determine whether impairment has occurred through the use of an undiscountedrecognized until later periods if actual cash flows analysis of the asset at the lowest level for which identifiable cash flows exist, or quoted market prices. If an asset is considered to be impaired, a loss is recognized for the amount by which the carrying amount of the asset exceeds its fair value.deviate unfavorably from earlier estimates. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices or an estimation of net realizable value. Assets are classified asBased on general economic conditions and conditions specific to our industry, the ultimate amounts realized on assets held for sale when there is a plan for disposal and those assets meet the held for sale criteria of SFAS No. 144. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.may differ materially from their currently estimated realizable values.
19
Accruals for Contingent Liabilities
We account forFrom time to time, contingencies, such as insurance and legal claims, arise in accordance with SFAS No. 5, “Accounting for Contingencies”. SFAS No. 5 requires thatthe normal course of business. Pursuant to current accounting standards, we record an estimated loss from a loss contingency when information available priormust evaluate such contingencies to subjectively determine the issuance of our financial statements indicates that it is probablelikelihood that an asset has been impaired or a liability has been incurred at the date of the financial statements andas well as evaluating whether the amount of the loss can be reasonably estimated. If the likelihood is determined to be probable and it can be reasonably estimated, the estimated loss is recorded. The amounts we record for insurance claims, warranties, legal and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We use past experience and history, as well as otherthe specific circumstances surrounding these claimseach contingent liability in evaluating the amount of liability that should be recorded. Actual results could differ from our estimates.
Accounting for Income Taxes
We account for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing our provision for income taxes requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. We recorded a state tax valuation allowance of approximately $54,000 during the year ended October 31, 2004. We have not recorded any other valuation allowances as of October 31, 2004 because we believe that future taxable income will, more likely than not, be sufficient to realize the benefits of those assets as the temporary differences in basis reverse over time. Our judgments and tax strategies are subject to audit by various taxing authorities. While we believe we have provided adequately for our income tax liabilities in the consolidated financial statements, adverse determinations by taxing authorities could have a material adverse effect on our consolidated financial condition and results of operations.
In June 2002,November 2003, the Financial Accounting Standards Board (FASB) issued StatementEmerging Issues Task Force (EITF) reached a consensus opinion on EITF 03-1, “The Meaning of Financial Accounting Standards (SFAS) No. 146, “AccountingOther-Than-Temporary Impairment and its Application to Certain Investments”. EITF 03-1 provides guidance on the new requirements for Costs Associated with Exit or Disposal Activities.” Underother-than-temporary impairment and its application to debt and marketable equity investments that are accounted for under SFAS No. 146, companies115. The new requirements are required to recognize costs associated with restructurings, discontinued operations, plant closings or other exit or disposal activities ineffective for fiscal years ending after December 15, 2003. The adoption of EITF 03-1 during the period in which the liability is incurred rather than at the date of commitment to the plan. We adopted SFAS No. 146 onquarter ended January 1, 2003 and there has been31, 2004 had no impact on our consolidated financial position, results of operations or cash flows.
In November 2002,March 2004, the EITF reached a consensus opinion on EITF 03-06, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share.” EITF 03-06 provides guidance in applying the two-class method of calculating earnings per share for companies that have issued FASB Interpretation No. 45, “Guarantor’s Accountingsecurities other than common stock that contractually entitle the holder to participate in any dividends declared and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a liability for the fair valueearnings of the obligation assumed undercompany. The opinion defines what constitutes a participating security and how to apply the guarantee. FIN 45 also requires additional disclosures about guarantees intwo-class method of calculating earnings per share to those securities. EITF 03-06 became effective during the interimquarter ended July 31, 2004, and annual financial statements. The provisions of FIN 45 related to initial recognition and measurement of guarantee agreements were effective for any guarantees issued or modified after December 31, 2002. Thethe adoption of these recognition and measurement provisions did not have an impact on our consolidated financial position or resultscalculation of operations. In accordance with the disclosure provisions of FIN 45, we have included in Note D of the Notes to Consolidated Financial Statements a reconciliation of the changes in our product warranty liability for the years ended October 31, 2003 and 2002. We provide for estimated warranty costs at the time of sale based upon historical experience rates. Our products contain warranties for parts and service for the earlier of 18 months from the date of shipment or 12 months from the date of initial operations.earnings per share.
16
In November 2002,May 2004, the Financial Accounting Standards Board (FASB) issued FASB Emerging Issues Task Force (“EITF”Staff Position (FSP) 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003” to provide accounting and disclosure guidance for employers that sponsor postretirement health care plans that provide prescription drug benefits. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “Act”) reachedwas signed into law on December 8, 2003. The Act introduces a consensus opinionprescription drug benefit under Medicare as well as a federal subsidy to sponsors of EITF 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF 00-21 addresses the proper accounting treatment for goods or services, or both,retiree health care benefit plans that areprovide a benefit that is at least actuarially equivalent to be delivered separately in a bundled sales arrangement.Medicare Part D. The guidance in this issue isnew requirements are effective for revenue arrangements entered into in fiscalinterim periods beginning after June 15, 2003.2004. We adopted EITF 00-21provide postretirement health benefits that include prescription drug benefits, but this benefit ends when the employee reaches the age of 65. The adoption of FSP 106-2 during the quarter ended October 31, 2004 had no impact on August 1, 2003our postretirement benefit cost.
20
In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and it didwasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after November 23, 2004. We do not believe the adoption of SFAS No. 151 will have ana material impact on our consolidated financial position, results of operations or cash flows.
In December 2002,2004, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement123 (revised 2004), “Share-Based Payment.” SFAS No. 123.” This statement provides alternative methods of transition for a voluntary change123(R) will require that the compensation cost relating to share-based payment transactions be recognized in the method of accounting for stock-based employee compensation tofinancial statements. That cost will be measured based on the fair value method. The statement also amendsof the disclosure requirementsequity or liability instruments issued. SFAS No. 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123(R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation.Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Under SFAS No. 148, annual and interim financial statements are required to have prominent disclosures about the123, as originally issued in 1995, established as preferable a fair value-based method of accounting for stock-based employee compensation andshare-based payment transactions with employees. However, that Statement permitted entities the effectoption of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair value-based method been used. Public entities will be required to apply SFAS No. 123(R) as of the method used on reported results. This statement was effective for fiscal years endingfirst interim or annual reporting period that begins after DecemberJune 15, 2002. This statement did not have an2005. We are in the process of evaluating the impact on our consolidated financial statements as we have adopted only the disclosure provisionsadoption of SFAS No. 123. The additional disclosure requirements are included in Note K of these Notes to Consolidated Financial Statements.
In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” (“FIN 46”). FIN 46 addresses the consolidation requirements of companies that123(R) will have variable interest entities. This Interpretation requires the consolidation of any variable interest entities in which a company has a controlling financial interest and requires disclosure of those that are not consolidated but in which the company has a significant variable interest. The requirements of FIN 46 will be effective for our first quarter 2004. We do not expect this Interpretation to have a material impact on our financial position, results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149, which amends and clarifies existing accounting pronouncements, addresses financial accounting and reporting for derivative or other hybrid instruments to require similar accounting treatment for contracts with comparable characteristics. This statement was effective for contracts entered into or modified after June 30, 2003 and for hedging activities designated after June 30, 2003. This statement did not have an impact on our consolidated financial position, results of operations orand cash flows.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for classifying and measuring as liabilities certain financial instruments that have characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument within its scope as a liability, or asset as appropriate, to represent obligations of the issuer. Many of the instruments covered by this statement have previously been classified as equity. SFAS No. 150 was effective for all financial instruments created or modified after May 31, 2003, and to other instruments as of September 1, 2003. This statement did not have an impact on our consolidated financial position, results of operations or cash flows.21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks primarily relate to fluctuations in interest rates, foreign exchange rates and commodity prices.
We manage our exposureare subject to market risk resulting from changes in interest rates by optimizing the use of variable rate debt. A 1.0%related to our outstanding debt and investments in marketable debt securities. Regarding our various debt instruments outstanding at October 31, 2004 and 2003, a 100 basis point increase in interest rates would result in ana total annual increase in interest expense of less than $75 thousand. In addition to variable rate debt, we also invest$75,000. Our investments in marketable debt securities that are carried at fair value on the consolidated balance sheet, with unrealized gains and losses reported in other comprehensive income. Changes in interest rates will affect the fair value of the marketable securities as reported. However,While we do not currently have any derivative contracts to hedge our exposure to interest rate risk, we have in the past and may in the future enter into such contracts. Overall, we believe that changes in interest rates will not have a material near-term impact on our future earnings or cash flows. During each of the past three years, we have not experienced a significant effect on our business due to changes in interest rates.
17
We manage our exposure Our market risk associated with foreign currency rates is not considered to changes in foreign exchange ratesbe material, since we primarily through arrangingarrange compensation in U.S. dollars. Risks associated with changes in commodity prices are primarily managed through utilizing contracts with suppliers. Risks related to foreign exchange rates and commodity prices are monitored and actions could be taken to hedge these risks in the future. We believe that fluctuations in foreign exchange rates and commodity prices will not have a material near-term effect on our future earnings and cash flows. During each of the past three years, we have not experienced a significant effect on our business due to fluctuations in foreign exchange ratesrates.
We are subject to market risk from fluctuating market prices of certain raw materials. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We attempt to pass along such commodity price increases to our customers on a contract-by-contract basis to avoid profit margin erosion. While we may do so in the future, we have not entered into any derivative contracts to hedge our exposure to commodity risk in fiscal years 2004, 2003 or 2002. During 2004, we experienced significant price pressures with some of our key raw materials. Competitive market pressures limited our ability to pass these cost increases to our customers, thus eroding our earnings in 2004. We did not experience a significant effect on our business due to fluctuations in commodity prices.prices in 2003 or 2002. Fluctuations in commodity prices may have a material near-term effect on our future earnings and cash flows.
1822
Item 8. Financial Statements and Supplementary Data
1923
To the Board of Directors and Stockholders of Powell Industries, Inc:
In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Powell Industries, Inc. and its subsidiaries at October 31, 2004, and the results of their operations and their cash flows for the year then endedin conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Houston, Texas
January 31, 2005
24
To the Board of Directors and Stockholders of Powell Industries, Inc.:
We have audited the accompanying consolidated balance sheetssheet of Powell Industries, Inc. and subsidiaries (the “Company”) as of October 31, 2003, and 2002, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended October 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of the Company for the year ended October 31, 2001 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated November 29, 2001.
We conducted our audits in accordance with auditingthe standards generally accepted inof the United States of America.Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such 2003 and 2002 consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2003, and 2002, and the consolidated results of its operations and its cash flows for each of the two years in the period ended October 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed above, the financial statements of the Company for the year ended October 31, 2001 were audited by other auditors who have ceased operations. As described in Note M,I to the consolidated financial statements, the Company changed the compositionits method of its reportable segments during the year ended October 31, 2003,accounting for goodwill and the amounts in the financial statements relating to reportable segments for the year ended October 31, 2001 have been restatedother intangible assets to conform to the revised composition of reportable segments. We audited the adjustments that were applied to restate the disclosures for reportable segments reflected in the financial statements for the year ended October 31, 2001. Our procedures included (i) agreeing the previously reported segment revenues, operating income and assets to the previously issued financial statements and related notes, (ii) combining the previously reported segment revenues, operating income and assets of the switchgear and related equipment and bus duct segments, the sum of which represents the restated reportable segment amounts and (iii) testing the mathematical accuracy of the combination of the previously reported segment amounts resulting in the restated reportable segment amounts. In our opinion, such adjustments are appropriate and have been properly applied.
As discussed in Note H, these consolidated financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, which was adopted by the Company on November 1, 2002. Our procedures with respect to
As discussed in Note O, the earnings per share amounts reported in the2003 and 2002 consolidated statement of operations for 2001 included (i) agreeing the previously reported net income to the previously issued financial statements (ii) agreeing the amounts of the adjustments to recorded net income representing amortization expense (including any related tax effects) recognized in 2001 related to goodwill to the Company’s underlying records obtained from management, and (iii) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net income and the related earnings per share amounts.
With respect to the preceding two paragraphs, we were not engaged to audit, review, or apply any procedures to the financial statements of the Company for the year ended October 31, 2001 other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the financial statements for the year ended October 31, 2001 taken as a whole.have been restated.
DELOITTE & TOUCHE LLP
Houston, Texas
December 19, 2003
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To (January 31, 2005 as to the Board of Directors and Stockholders of Powell Industries, Inc.:
We have audited the accompanying consolidated balance sheets of Powell Industries, Inc. (a Nevada corporation) and subsidiaries as of October 31, 2001 and 2000, and the related consolidated statements of operations, stockholders’ equity and cash flows for the three years in the period ended October 31, 2001. These consolidated financial statements are the responsibilityeffects of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.restatement discussed in Note O)
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Powell Industries, Inc. and subsidiaries as of October 31, 2001 and 2000, and the consolidated results of operations and their cash flows for each of the three years in the period ended October 31, 2001, in conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Houston, TexasNovember 29, 2001
This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with our filing on Form 10-K for the year ended October 31, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 10-K.
2125
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| October 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 31, | 2004 | 2003 | ||||||||||||||
| 2003 | 2002 | (As Restated See Note O) | ||||||||||||||
| ASSETS | ASSETS | ASSETS | ||||||||||||||
| Current Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 36,788 | $ | 14,362 | $ | 59,259 | $ | 36,788 | ||||||||
| Marketable securities | 5,528 | -- | 3,923 | 5,528 | ||||||||||||
| Accounts receivable, less allowance for doubtful accounts of | Accounts receivable, less allowance for doubtful accounts of | Accounts receivable, less allowance for doubtful accounts of | ||||||||||||||
| $1,283 and $1,209, respectively | 45,265 | 69,521 | ||||||||||||||
| Costs and estimated earnings in excess of billings | 32,174 | 32,828 | ||||||||||||||
| $617 and $1,283, respectively | 42,659 | 45,265 | ||||||||||||||
| Costs and estimated earnings in excess of billings on uncompleted | Costs and estimated earnings in excess of billings on uncompleted | |||||||||||||||
| contracts | 19,822 | 32,174 | ||||||||||||||
| Inventories | 18,060 | 19,558 | 15,332 | 18,060 | ||||||||||||
| Income taxes receivable | 1,045 | -- | 1,179 | 1,045 | ||||||||||||
| Deferred income taxes | 729 | -- | ||||||||||||||
| Prepaid expenses and other current assets | 2,453 | 2,230 | 2,717 | 2,453 | ||||||||||||
| Total Current Assets | | 141,313 | | | 138,499 | | 145,620 | 141,313 | ||||||||
| Property, plant and equipment, net | 43,998 | 45,020 | 45,041 | 43,998 | ||||||||||||
| Other assets | 5,029 | 6,124 | 5,418 | 5,167 | ||||||||||||
| Total Assets | $ | 190,340 | $ | 189,643 | $ | 196,079 | $ | 190,478 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
| Current Liabilities: | ||||||||||||||||
| Current maturities of long-term debt and capital lease obligations | $ | 468 | $ | 4,746 | $ | 474 | $ | 468 | ||||||||
| Income taxes payable | 1,999 | 1,234 | 1,358 | 1,999 | ||||||||||||
| Accounts payable | 14,342 | 13,796 | 14,239 | 14,342 | ||||||||||||
| Accrued salaries, bonuses and commissions | 6,396 | 9,774 | 7,964 | 6,396 | ||||||||||||
| Billings in excess of costs and estimated earnings | 13,216 | 13,478 | ||||||||||||||
| Billings in excess of costs and estimated earnings on uncompleted | Billings in excess of costs and estimated earnings on uncompleted | |||||||||||||||
| contracts | 15,174 | 13,216 | ||||||||||||||
| Accrued product warranty | 1,929 | 2,123 | 1,545 | 1,929 | ||||||||||||
| Other accrued expenses | 6,074 | 6,882 | 5,596 | 5,994 | ||||||||||||
| Total Current Liabilities | $ | 44,424 | $ | 52,033 | 46,350 | 44,344 | ||||||||||
Long-term debt and capital lease obligations, net of current maturities | $ | 6,891 | 7,264 | 6,626 | 6,891 | |||||||||||
| Deferred compensation expense | 1,608 | 1,522 | ||||||||||||||
| Deferred compensation | 1,744 | 1,608 | ||||||||||||||
| Other liabilities | 813 | 617 | 1,306 | 1,271 | ||||||||||||
| Total Liabilities | 53,736 | 61,436 | 56,026 | 54,114 | ||||||||||||
Commitments and contingencies | ||||||||||||||||
Commitments and contingencies (Note K) | ||||||||||||||||
| Minority interest | 218 | -- | ||||||||||||||
| Stockholders' Equity: | ||||||||||||||||
| Preferred stock, par value $.01; 5,000,000 shares authorized; none issued | ||||||||||||||||
| Common stock, par value $.01; 30,000,000 shares authorized; | Common stock, par value $.01; 30,000,000 shares authorized; | |||||||||||||||
| 10,994,000 and 10,979,000 shares issued, respectively; 10,641,000 | ||||||||||||||||
| and 10,595,000 shares outstanding, respectively | 110 | 110 | ||||||||||||||
| 11,000,000 and 10,994,000 shares issued, respectively; 10,730,000 | 11,000,000 and 10,994,000 shares issued, respectively; 10,730,000 | |||||||||||||||
| and 10,641,000 shares outstanding, respectively | 110 | 110 | ||||||||||||||
| Additional paid-in capital | 8,961 | 8,345 | 9,433 | 8,961 | ||||||||||||
| Retained earnings | 132,990 | 125,872 | 134,419 | 132,750 | ||||||||||||
| Treasury stock, 352,000 shares and 384,000 shares respectively, at cost | (3,312 | ) | (3,925 | ) | ||||||||||||
| Accumulated other comprehensive (loss): fair value of interest rate | ||||||||||||||||
| swap and marketable securities | (118 | ) | (87 | ) | ||||||||||||
| Treasury stock, 270,000 and 352,000 shares respectively, at cost | (2,514 | ) | (3,312 | ) | ||||||||||||
| Accumulated other comprehensive income (loss) | 54 | (118 | ) | |||||||||||||
| Deferred compensation | (2,027 | ) | (2,108 | ) | (1,667 | ) | (2,027 | ) | ||||||||
| Total Stockholders' Equity | 136,604 | 128,207 | 139,835 | 136,364 | ||||||||||||
| Total Liabilities and Stockholders' Equity | $ | 190,340 | $ | 189,643 | $ | 196,079 | $ | 190,478 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2226
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Years Ended October 31, | Years Ended October 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | 2001 | 2004 | 2003 (As Restated See Note O) | 2002 (As Restated See Note O) | |||||||||||||||||
| Revenues | $ | 253,381 | $ | 306,403 | $ | 271,243 | $ | 206,142 | $ | 253,381 | $ | 306,403 | ||||||||||
Cost of goods sold | 204,415 | 238,745 | 214,446 | 170,165 | 204,585 | 238,883 | ||||||||||||||||
| Gross profit | 48,966 | 67,658 | 56,797 | 35,977 | 48,796 | 67,520 | ||||||||||||||||
Selling, general and administrative expenses | 35,297 | 38,997 | 35,007 | 35,357 | 35,339 | 39,031 | ||||||||||||||||
| Income before interest and income taxes | 13,669 | 28,661 | 21,790 | |||||||||||||||||||
| Income before interest, income taxes, and cumulative effect of change in accounting principle | 620 | 13,457 | 28,489 | |||||||||||||||||||
Interest expense | 403 | 508 | 673 | 136 | 403 | 508 | ||||||||||||||||
| Interest income | (578 | ) | (298 | ) | (314 | ) | (880 | ) | (578 | ) | (298 | ) | ||||||||||
| Income from continuing operations before income taxes and cumulative | ||||||||||||||||||||||
| effect of change in accounting principle | 13,844 | 28,451 | 21,431 | |||||||||||||||||||
| Income tax provision | 6,216 | 10,546 | 7,889 | |||||||||||||||||||
| Income from continuing operations before income taxes and | ||||||||||||||||||||||
| cumulative effect of change in accounting principle | 1,364 | 13,632 | 28,279 | |||||||||||||||||||
| Income tax provision (benefit) | (282 | ) | 6,137 | 10,481 | ||||||||||||||||||
Minority interest in net loss | (23 | ) | -- | -- | ||||||||||||||||||
| Income from continuing operations before cumulative effect of change in | ||||||||||||||||||||||
| accounting principle | 7,628 | 17,905 | 13,542 | |||||||||||||||||||
| Income from continuing operations before cumulative effect of | ||||||||||||||||||||||
| change in accounting principle | 1,669 | 7,495 | 17,798 | |||||||||||||||||||
| Cumulative effect of change in accounting principle, net of tax | (510 | ) | -- | -- | -- | (510 | ) | -- | ||||||||||||||
| Net income | $ | 7,118 | $ | 17,905 | $ | 13,542 | $ | 1,669 | $ | 6,985 | $ | 17,798 | ||||||||||
Earnings per common share: | ||||||||||||||||||||||
Net earnings per common share: | ||||||||||||||||||||||
Basic: | ||||||||||||||||||||||
| Earnings from continuing operations | $ | 0.72 | $ | 1.70 | $ | 1.30 | $ | 0.16 | $ | 0.71 | $ | 1.69 | ||||||||||
| Cumulative effect of change in accounting principle | (0.05 | ) | -- | -- | -- | (0.05 | ) | -- | ||||||||||||||
| Net earnings | $ | 0.67 | $ | 1.70 | $ | 1.30 | $ | 0.16 | $ | 0.66 | $ | 1.69 | ||||||||||
| Diluted: | ||||||||||||||||||||||
| Earnings from continuing operations | $ | 0.71 | $ | 1.67 | $ | 1.28 | $ | 0.15 | $ | 0.70 | $ | 1.66 | ||||||||||
| Cumulative effect of change in accounting principle | (0.04 | ) | -- | -- | -- | (0.05 | ) | -- | ||||||||||||||
| Net earnings | $ | 0.67 | $ | 1.67 | $ | 1.28 | $ | 0.15 | $ | 0.65 | $ | 1.66 | ||||||||||
| Weighted average shares: | ||||||||||||||||||||||
| Basic | 10,591 | 10,511 | 10,381 | 10,688 | 10,591 | 10,511 | ||||||||||||||||
| Diluted | 10,681 | 10,698 | 10,600 | 10,774 | 10,681 | 10,698 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2327
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
| Other Compre- hensive Income (Loss) | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Compre- hensive Income (Loss) | Deferred Compen- sation | Total | Other Compre- hensive Income | Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Compre- hensive Income (Loss) | Deferred Compen- sation | Total | |||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, November 1, 2000 | 10,821 | $ | 108 | $ | 6,830 | $ | 94,425 | $ | (4,669 | ) | $ | -- | $ | (2,607 | ) | $ | 94,087 | |||||||||||||||||||||||||||||||||||||||||
| Net income | 13,542 | 13,542 | 13,542 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| compensation-ESOP | 247 | 247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of interest rate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| swap, net of $82 income taxes | (140 | ) | (140 | ) | (140 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 143 | 1 | 1,400 | 1,401 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit from stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| options exercised | 450 | 450 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of Treasury Stock | (218 | ) | (218 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income | $ | 13,402 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2001 | 10,964 | 109 | 8,680 | 107,967 | (4,887 | ) | (140 | ) | (2,360 | ) | 109,369 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 17,905 | 17,905 | 17,905 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, November 1, 2001 | 10,964 | $ | 109 | $ | 8,680 | $ | 107,967 | $ | (4,887 | ) | $ | (140 | ) | $ | (2,360 | ) | $ | 109,369 | ||||||||||||||||||||||||||||||||||||||||
| Net income (As Restated, See Note O) | 17,798 | 17,798 | 17,798 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred | Amortization of deferred | Amortization of deferred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| compensation-ESOP | 252 | 252 | 252 | 252 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of interest rate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| swap, net of $33 income taxes | 53 | 53 | 53 | 53 | �� | 53 | 53 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 15 | 1 | (211 | ) | 962 | 752 | 15 | 1 | (627 | ) | 962 | 336 | ||||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit from stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| options exercised | (124 | ) | (124 | ) | 292 | 292 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income | $ | 17,958 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income (As Restated, See Note O) | $ | 17,851 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2002 | 10,979 | 110 | 8,345 | 125,872 | (3,925 | ) | (87 | ) | (2,108 | ) | 128,207 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 7,118 | 7,118 | 7,118 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2002 (As Restated, See Note O) | 10,979 | 110 | 8,345 | 125,765 | (3,925 | ) | (87 | ) | (2,108 | ) | 128,100 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (As Restated, See Note O) | 6,985 | 6,985 | 6,985 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| compensation-ESOP | 277 | 277 | 277 | 277 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of interest rate | Change in value of interest rate | Change in value of interest rate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| swap, net of $49 income taxes | 87 | 87 | 87 | 87 | 87 | 87 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of marketable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| securities, net of $64 income | (118 | ) | (118 | ) | (118 | ) | (118 | ) | (118 | ) | (118 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 131 | 510 | 641 | 131 | 510 | 641 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit from stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| options exercised | 119 | 119 | 119 | 119 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock | 15 | 366 | 103 | (196 | ) | 273 | 15 | 366 | 103 | (196 | ) | 273 | ||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income (As Restated, See Note O) | $ | 6,954 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2003 (As Restated, See Note O) | 10,994 | 110 | 8,961 | 132,750 | (3,312 | ) | (118 | ) | (2,027 | ) | 136,364 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 1,669 | 1,669 | 1,669 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| adjustments, net of $11 income | adjustments, net of $11 income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| taxes | 17 | 17 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in value of marketable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| securities, net of $85 income | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| taxes and reclassification | 155 | 155 | 155 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| adjustment (see Note B) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred | Amortization of deferred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| compensation-ESOP | 297 | 297 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 240 | 798 | 1,038 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit from stock | Income tax benefit from stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| options exercised | 157 | 157 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of restricted stock | 63 | 63 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock | 6 | 75 | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Income | $ | 7,087 | $ | 1,841 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2003 | 10,994 | $ | 110 | $ | 8,961 | $ | 132,990 | $ | (3,312 | ) | $ | (118 | ) | $ | (2,027 | ) | $ | 136,604 | ||||||||||||||||||||||||||||||||||||||||
| Balance, October 31, 2004 | 11,000 | 110 | 9,433 | 134,419 | (2,514 | ) | 54 | (1,667 | ) | 139,835 | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2428
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Years Ended October 31, | Years Ended October 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | 2001 | 2004 | 2003 (As Restated, See Note O) | 2002 (As Restated, See Note O) | |||||||||||||||||
| Operating Activities: | ||||||||||||||||||||||
| Net income | $ | 7,118 | $ | 17,905 | $ | 13,542 | $ | 1,669 | $ | 6,985 | $ | 17,798 | ||||||||||
| Adjustments to reconcile net income to net cash provided by | ||||||||||||||||||||||
| operating activities: | ||||||||||||||||||||||
| Cumulative effect of change in accounting principle, net of tax | 510 | -- | -- | -- | 510 | -- | ||||||||||||||||
| Depreciation and amortization | 5,155 | 4,898 | 4,381 | 4,533 | 5,155 | 4,898 | ||||||||||||||||
| Loss on sale of assets | 75 | 68 | 85 | |||||||||||||||||||
| (Gain)loss on disposition of assets | (184 | ) | 75 | 68 | ||||||||||||||||||
| Loss on impairment of assets | 382 | -- | -- | 535 | 382 | -- | ||||||||||||||||
| Deferred income tax provision | 902 | 140 | 1,029 | |||||||||||||||||||
| Deferred income taxes | (1,718 | ) | 823 | 75 | ||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||||
| Accounts receivable, net | 24,256 | 7,071 | (22,387 | ) | 2,620 | 24,256 | 7,071 | |||||||||||||||
| Costs and estimated earnings in excess of billings | 654 | 3,336 | (11,872 | ) | ||||||||||||||||||
| Costs and estimated earnings in excess of billings on | ||||||||||||||||||||||
| uncompleted contracts | 12,353 | 654 | 3,336 | |||||||||||||||||||
| Inventories | 1,498 | 1,867 | (3,902 | ) | 2,193 | 1,498 | 1,867 | |||||||||||||||
| Prepaid expenses and other current assets | (147 | ) | 110 | (8 | ) | (728 | ) | (147 | ) | 110 | ||||||||||||
| Other assets | (362 | ) | (436 | ) | (359 | ) | 72 | (442 | ) | (436 | ) | |||||||||||
| Accounts payable and income taxes payable | 551 | (2,907 | ) | 2,903 | (704 | ) | 551 | (2,907 | ) | |||||||||||||
| Accrued liabilities | (4,503 | ) | 659 | 4,514 | 1,640 | (4,503 | ) | 659 | ||||||||||||||
| Billings in excess of costs and estimated earnings | (262 | ) | (1,380 | ) | 9,543 | |||||||||||||||||
| Deferred compensation expense | 364 | 370 | 410 | |||||||||||||||||||
| Billings in excess of costs and estimated earnings on | ||||||||||||||||||||||
| uncompleted contracts | 1,958 | (262 | ) | (1,380 | ) | |||||||||||||||||
| Deferred compensation | 491 | 364 | 370 | |||||||||||||||||||
| Other liabilities | 276 | (35 | ) | 64 | 178 | 568 | 137 | |||||||||||||||
| Net cash provided by (used in) operating activities | 36,467 | 31,666 | (2,057 | ) | ||||||||||||||||||
| Net cash provided by operating activities | 24,908 | 36,467 | 31,666 | |||||||||||||||||||
| Investing Activities: | ||||||||||||||||||||||
| Proceeds from sale of fixed assets | 1,766 | -- | -- | |||||||||||||||||||
| Purchases of property, plant and equipment | (4,541 | ) | (13,872 | ) | (10,291 | ) | (6,472 | ) | (4,541 | ) | (13,872 | ) | ||||||||||
| Purchase of additional interest in consolidated subsidiary | (66 | ) | -- | -- | ||||||||||||||||||
| Sales of marketable securities | 2,773 | -- | -- | |||||||||||||||||||
| Purchases of marketable securities | (5,763 | ) | -- | -- | (1,018 | ) | (5,763 | ) | -- | |||||||||||||
| Net cash used in investing activities | (10,304 | ) | (13,872 | ) | (10,291 | ) | (3,017 | ) | (10,304 | ) | (13,872 | ) | ||||||||||
| Financing Activities: | ||||||||||||||||||||||
| Borrowings on revolving line of credit | -- | 14,450 | 31,950 | 516 | -- | 14,450 | ||||||||||||||||
| Repayments on revolving line of credit | -- | (23,450 | ) | (31,950 | ) | (516 | ) | -- | (23,450 | ) | ||||||||||||
| Borrowing on long-term debt and capital lease obligations | 103 | -- | 17,000 | -- | 103 | -- | ||||||||||||||||
| Repayments of long-term debt and capital lease obligations | (4,754 | ) | (1,704 | ) | (1,429 | ) | (458 | ) | (4,754 | ) | (1,704 | ) | ||||||||||
| Payments to reacquire common stock | -- | -- | (218 | ) | ||||||||||||||||||
| Proceeds from issuance of stock | 273 | -- | -- | -- | 273 | -- | ||||||||||||||||
| Proceeds from exercise of stock options | 641 | 752 | 1,401 | 1,038 | 641 | 752 | ||||||||||||||||
| Net cash provided by (used in) financing activities | (3,737 | ) | (9,952 | ) | 16,754 | 580 | (3,737 | ) | (9,952 | ) | ||||||||||||
| Net increase in cash and cash equivalents | 22,426 | 7,842 | 4,406 | 22,471 | 22,426 | 7,842 | ||||||||||||||||
| Cash and cash equivalents at beginning of year | 14,362 | 6,520 | 2,114 | 36,788 | 14,362 | 6,520 | ||||||||||||||||
| Cash and cash equivalents at end of year | $ | 36,788 | $ | 14,362 | $ | 6,520 | $ | 59,259 | $ | 36,788 | $ | 14,362 | ||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||||||||||
| Cash paid during the period for: | ||||||||||||||||||||||
| Interest | $ | 423 | $ | 566 | $ | 673 | $ | 134 | $ | 423 | $ | 566 | ||||||||||
| Taxes | $ | 4,543 | $ | 8,200 | $ | 6,225 | ||||||||||||||||
| Income taxes | $ | 1,930 | $ | 5,252 | $ | 8,200 | ||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||||
| Change in fair value of interest rate swap, net of $49, $33 and $82 | ||||||||||||||||||||||
| Change in fair value of interest rate swap, net of $0, $49, and $33 | ||||||||||||||||||||||
| income taxes, respectively | $ | 87 | $ | 53 | $ | (140 | ) | $ | -- | $ | 87 | $ | 53 | |||||||||
| Change in fair value of marketable securities, net of $64 income | ||||||||||||||||||||||
| taxes | $ | (118 | ) | $ | -- | $ | -- | |||||||||||||||
| Change in fair value of marketable securities, net of $85 and $64 | Change in fair value of marketable securities, net of $85 and $64 | |||||||||||||||||||||
| income taxes, respectively | $ | 207 | $ | (118 | ) | $ | -- | |||||||||||||||
| Issuance of common stock for deferred directors' fees | $ | 75 | $ | -- | $ | -- | ||||||||||||||||
| Assets acquired under capital lease obligations | $ | 200 | $ | -- | $ | -- | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2529
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Business and Organization
We develop, design, manufacture, and service equipment and systems for the management and control of electrical energy and other critical processes. Headquartered in Houston, TX, we serve the transportation, environmental, industrial, and utility industries.
Powell Industries, Inc. (“we,” “us,” “our,” “Powell,” or the “Company”) was incorporated in the state of Delaware in 2004 as a successor to a Nevada company incorporated in 1968 and is1968. The Nevada corporation was the successor to a corporationcompany founded by William E. Powell in 1947, which merged into the Company in 1977. Our major subsidiaries, all of which are wholly-owned, include: Powell Electrical Manufacturing Company;Systems, Inc., Transdyn Controls, Inc. and Powell Power Electronics Company, Inc.; Powell-ESCO Company; Unibus, Inc.; Delta-Unibus Corporation; and Transdyn Controls,Industries International, Inc.
B. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Powell Industries, Inc. and its wholly-owned subsidiaries. The financial position and results of operation of our Singapore joint venture, in which we acquired a majority ownership on August 1, 2004, have been consolidated since August 1, 2004. As a result of this consolidation, we recorded minority interest on our balance sheet for our joint venture partner’s share of equity. All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. The amounts we record for insurance claims, warranties, legal and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We use past experience and history, as well as the specific circumstances surrounding these contingent liabilities in evaluating the amount of liability that should be recorded. Actual results could differ from our estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits with banks and highly liquid investments with original maturities of three months or less.
Marketable Securities
26 Marketable securities consist of investment-grade corporate bonds that are classified as available-for-sale. These investments are carried at fair value, with unrealized gains and losses, net of related tax effects, included in other comprehensive income. The maturity dates of these investments as of October 31, 2004 vary from one to nine years.
30
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Fair Value of Financial Instruments
Financial instruments include short-term investments, marketable securities and debt obligations. Due to the short-term nature of the investments, the book value is representative of their fair value. The carrying value of debt approximates fair value as interest rates are indexed to LIBOR or the bank’s prime rate.
Accounts Receivable and Market Risk
Accounts receivable are stated net of allowances for doubtful accounts. We maintain and continually assess the adequacy of an allowance for doubtful accounts representing our estimate for losses resulting from the inability of our customers to pay amounts due to us. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and expectations of future conditions that could impact the collectibility of accounts receivable. However, future changes in our customers’ operating performance and cash flows or in general economic conditions could have an impact on their ability to fully pay these amounts which could have a material impact on our operating results. Our domestic receivables are not collateralized. However, we utilize letters of credit to secure payment on sales outside of the U.S. and Canada. At October 31, 2004 and 2003, accounts receivable included retention amounts of $7.5 million and $6.2 million, respectively. Retention amounts are in accordance with applicable provisions of engineering and construction contracts and become due upon completion of contractual requirements. Approximately $0.5 million of the retained amount at October 31, 2004 is expected to be collected subsequent to October 31, 2005. No customers accounted for 10% or more of our consolidated accounts receivable balances as of fiscal year ends 2004 and 2003.
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts
Costs and estimated earnings in excess of billings on uncompleted contracts arise when revenues are recorded on a percentage-of-completion basis but cannot be invoiced under the terms of the contract. Such amounts are invoiced upon completion of contractual milestones.
Costs and estimated earnings in excess of billings on uncompleted contracts also include certain costs associated with unapproved change orders. These costs are included when change order approval is probable. Amounts are carried at the lower of cost or net realizable value. No profit is recognized on costs incurred until change order approval is obtained. We also include claims for extra work or changes in scope of work to the extent of costs incurred in contract revenues when we believe collection is probable. At October 31, 2004 and 2003, we have included in contract costs approximately $1.9 million and $2.9 million, respectively, relating to commercial contract claims whose final settlement is subject to future determination through negotiations or other procedures that had not been completed. As of October 31, 2004, we anticipate that $1.5 million of the claims included in contract costs will not be settled within one year. The amounts recorded involve the use of judgments and estimates; thus, actual recoverable amounts could differ from original assumptions.
Assets and liabilities related to costs and estimated earnings in excess of billings on uncompleted contracts as well as billings in excess of costs and estimated earnings on uncompleted contracts have been classified as current and non-current under the operating cycle concept whereby all contract-related items are regarded as current regardless of whether cash will be received or paid within a 12-month period.
Inventories
Inventories are stated at the lower of cost or market using first-in, first-out (FIFO) or weighted average methods |
Property, Plant and Equipmentinclude the cost of material, labor and manufacturing overhead. We use estimates in determining the level of reserves required to state inventory at the lower of cost or market. Our estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory.
2731
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Property, Plant and Equipment
Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and improvements which extend the useful lives of existing equipment are capitalized and depreciated. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statement of operations.
Impairment of Long-Lived Assets
We evaluate the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. The review for impairment of long-lived assets and goodwill takes into account estimates of future cash flows. Our estimates of future cash flows are based upon budgets and longer-range plans. These budgets and plans are used for internal purposes and are also the basis for communication with outside parties about future business trends. While we believe the assumptions we use to estimate future cash flows are reasonable, there can be no assurance that the expected future cash flows will be realized. As a result, impairment charges that possibly should have been recognized in earlier periods may not be recognized until later periods if actual cash flows deviate unfavorably from earlier estimates. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices or an estimation of net realizable value. Based on general economic conditions and conditions specific to our industry, the ultimate amounts realized on assets held for sale may differ materially from their currently estimated realizable values.
Intangible Assets
We adopted SFAS No. 142, “Goodwill and Other Intangible Assets”, on November 1, 2002. This statement requires that goodwill and other intangible assets with indefinite useful lives are no longer amortized but instead requires a test for impairment to be performed annually, or immediately if conditions indicate that impairment could exist. Intangible assets with definite useful lives are amortized over their estimated useful lives. For additional information regarding our intangible assets, see Note I.
Income Taxes
28 We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred income tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Under this standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that the tax rate changes.
Revenue Recognition
Our revenues are generated from the engineering and manufacturing of custom products. We recognize revenues under both the completed contract method and the percentage-of-completion method, depending upon the duration and the scope of the project. At the onset of each project, the size, scope and duration of the contract is reviewed to determine the appropriate revenue recognition method based upon company policy and applicable accounting standards. Due to the long-term and fixed-price nature of the projects in the Process Control Systems segment, all revenues are recorded using percentage-of-completion. However, projects in the Electrical Power Products segment vary widely; thus, both the completed contract and percentage-of-completion methods are used.
Under the completed contract method, revenues are recognized upon the transfer of title, which is generally at the time of shipment or delivery (depending upon the terms of the contract), when all significant contractual obligations have been satisfied, the price is fixed or determinable, and collectibility is reasonably assured. We use shipping documents and customer acceptance, when applicable, to verify the transfer of title to the customer. We assess whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Collectibility is assessed based on the creditworthiness of the customer assessed through credit verification, the customer’s payment history and other relevant factors.
32
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Revenue Recognition Under the percentage-of-completion method, revenues are recognized as work is performed based on the estimated completion to date calculated by multiplying the total contract price by percentage of performance to date, based on total labor dollars or hours incurred to date to the total estimated labor dollars or hours estimated at completion. Application of the percentage of completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and all costs associated with operation of equipment (excluding depreciation). The cost estimation process is based upon the professional knowledge and experience of the company’s engineers, project managers, and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in performance and the recoverability of any claims. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to costs and income and their effects are recognized in the period in which the revisions are determined. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.
Warranties
We provide for estimated warranty costs at the time of sale based upon historical rates applicable to individual product lines. In addition, specific provisions are made when the costs of such warranties are expected to exceed accruals. Our standard terms and conditions of sale include a warranty for parts and service for the earlier of 18 months from the date of shipment or 12 months from the date of initial operations.
Research and Development Expense
29 Research and development costs are charged to expense as incurred. These costs are included as a component of selling, general and administrative expenses on the consolidated statements of operations. Such amounts were $3.5 million, $3.6 million, and $3.4 million in fiscal years 2004, 2003 and 2002, respectively.
Foreign Currency
Assets and liabilities of our foreign joint venture operation, located in Singapore, are translated at year-end exchange rates, and revenues and expenses are translated at average exchange rates prevailing during the period. Translation adjustments are recorded as other comprehensive income, a separate component of stockholders’ equity, in the accompanying consolidated financial statements. Gains and losses from foreign currency transactions are included in earnings.
Stock-Based Compensation
In accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” we have elected to account for our stock-based employee compensation plans under the intrinsic value method established by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under APB No. 25, no compensation expense is recorded when the exercise price of the employee stock option is greater than or equal to the market price of the common stock on the grant date.
33
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
If compensation expense for our stock option plans had been determined based on the fair value at the grant date for awards consistent with the provisions of SFAS No. 123, our net income and earnings per share would have been as follows:
| Years Ended October 31, | |||||||
| 2004 | 2003 | 2002 | |||||
| Net income, as reported | $ | 1,669 | $ | 6,985 | $ | 17,798 | |
| Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (802) | (745) | (834) | ||||
| Pro forma net income | $ | 867 | $ | 6,240 | $ | 16,964 | |
| Basic earnings per share: | |||||||
| As reported | $ | 0.16 | $ | 0.66 | $ | 1.69 | |
| Pro forma | $ | 0.08 | $ | 0.59 | $ | 1.61 | |
| Diluted earnings per share: | |||||||
| As reported | $ | 0.15 | $ | 0.65 | $ | 1.66 | |
| Pro forma | $ | 0.08 | $ | 0.58 | $ | 1.59 | |
The effects of applying SFAS No. 123 in the pro forma disclosure above may not be indicative of future amounts as additional awards in future years are anticipated.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| 2004 | 2003 | 2002 | |||||
| Expected life of options | 7 years | 7 years | 7 years | ||||
| Risk-free interest rate | 4.03% | 3.98% | 3.45% | ||||
| Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
| Expected stock price volatility | 37.28% | 38.51% | 38.15% | ||||
Comprehensive Income
Accumulated other comprehensive income, which is included as a component of stockholders’ equity, includes unrealized gains or losses on available-for-sale marketable securities and derivative instruments and currency translation adjustments in foreign consolidated subsidiaries.
During 2004, we sold two of our corporate bonds that were classified as available-for-sale securities. We recognized the gain on the sale of these securities in our consolidated statement of operations, and the unrealized gain shown in other comprehensive income for the year ended October 31, 2004 was affected by this reclassification adjustment as follows (in thousands):
| Unrealized holding gains arising during period | $ | 189 | |||||
| Less: Reclassification adjustment for gains included in net income | (34) | ||||||
| Net unrealized gains on marketable securities | 155 | ||||||
34
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
New Accounting Standards
30 In November 2003, the Emerging Issues Task Force (EITF) reached a consensus opinion on EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments”. EITF 03-1 provides guidance on the new requirements for other-than-temporary impairment and its application to debt and marketable equity investments that are accounted for under SFAS No. 115. The new requirements are effective for fiscal years ending after December 15, 2003. The adoption of EITF 03-1 during the quarter ended January 31, 2004 had no impact on our consolidated financial position, results of operations or cash flows.
In March 2004, the EITF reached a consensus opinion on EITF 03-06, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share.” EITF 03-06 provides guidance in applying the two-class method of calculating earnings per share for companies that have issued securities other than common stock that contractually entitle the holder to participate in any dividends declared and earnings of the company. The opinion defines what constitutes a participating security and how to apply the two-class method of calculating earnings per share to those securities. EITF 03-06 became effective during the quarter ended July 31, 2004, and the adoption did not have an impact on our calculation of earnings per share.
In May 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003” to provide accounting and disclosure guidance for employers that sponsor postretirement health care plans that provide prescription drug benefits. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “Act”) was signed into law on December 8, 2003. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The new requirements are effective for interim periods beginning after June 15, 2004. We provide postretirement health benefits that include prescription drug benefits, but this benefit ends when the employee reaches the age of 65. The adoption of FSP 106-2 during the quarter ended October 31, 2004 had no impact on our postretirement benefit cost.
In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after November 23, 2004. We do not believe the adoption of SFAS No. 151 will have a material impact on our consolidated financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS No. 123(R) will require that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123(R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123, as originally issued in 1995, established as preferable a fair value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair value-based method been used. Public entities will be required to apply SFAS No. 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. We are in the process of evaluating the impact the adoption of SFAS No. 123(R) will have on our consolidated financial position, results of operations and cash flows.
35
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
We provide an employee stock option plan in which 2.1 million shares of our common stock would be made available through an incentive program for certain employees. The awards available under the plan include both stock options and stock grants, and are subject to certain conditions and restrictions as determined by the Compensation Committee of the Board of Directors. There were no stock grants during fiscal years 2004, 2003 and 2002. Stock options granted to the employees are non-qualified and are granted at an exercise price equal to the fair market value of the common stock on the date of grant. Generally, options granted have an expiration date of seven years from the grant date and will vest in increments of 20 percent per year over a five year period. Pursuant to the stock option plan, option holders who exercise their options and hold the underlying shares of common stock for five years, vest in a stock grant equal to 20 percent of the original option shares. While restricted until the expiration of five years, the stock grant is considered issued at the date of the stock option exercise and included in earnings per share. There were 154,232 shares available to be granted under this plan as of October 31, 2004.
In 2002, stockholders approved the Non-Employee Director Stock Option Plan for the benefit of members of the Board of Directors of the Company who, at the time of their service, are not employees of the Company or any of its affiliates. Annually, each eligible Director who is continuing to serve as a Director, will receive a grant of an option to purchase 2,000 shares of our Common Stock. The total number of shares of our common stock available under this plan was 35,117 as of October 31, 2004. Stock options granted to the Directors are non-qualified and are granted at an exercise price equal to the fair market value of the common stock at the date of grant. Generally, options granted have expiration terms of seven years from the date of grant and will vest in full one year from the grant date.
Stock option activity (number of shares) for the Company during fiscal years 2004, 2003 and 2002 was as follows:
| Stock Options | Weighted Average Exercise Price | ||||
| Outstanding at October 31, 2001 | 834,300 | $ 13.51 | |||
| Granted | 26,883 | 23.52 | |||
| Exercised | (118,970) | 8.16 | |||
| Forfeited | (22,040) | 11.51 | |||
| Outstanding at October 31, 2002 | 720,173 | $ 14.82 | |||
| Granted | 320,700 | 15.10 | |||
| Exercised | (53,510) | 12.02 | |||
| Forfeited | (600) | 15.81 | |||
| Outstanding at October 31, 2003 | 986,763 | $ 15.06 | |||
| Granted | 27,000 | 16.38 | |||
| Exercised | (82,986) | 12.47 | |||
| Forfeited | (103,384) | 15.91 | |||
| Outstanding at October 31, 2004 | 827,393 | $ 15.26 | |||
The following table summarizes information about stock options outstanding as of October 31, 2004:
| Outstanding | Exercisable | ||||||||||||
| Range of Exercise Prices | Number Outstanding at 10/31/04 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at 10/31/04 | Weighted Average Exercise Price | ||||||||
| $8.44 - $8.50 | 150,410 | 1.9 years | $ 8.50 | 150,410 | $ 8.50 | ||||||||
| 13.06 - 15.10 | 304,783 | 5.6 | 15.09 | 66,223 | 15.07 | ||||||||
| 16.30 - 17.85 | 348,200 | 3.7 | 17.74 | 195,360 | 17.85 | ||||||||
| 23.48 - 27.10 | 24,000 | 4.3 | 23.91 | 20,000 | 23.94 | ||||||||
| Total Options | 827,393 | 4.1 | 15.26 | 431,993 | 14.45 | ||||||||
36
C.POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The weighted average fair value of options granted was $7.63, $7.16, and $10.83 per option for the fiscal years ended October 31, 2004, 2003, and 2002, respectively.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
| Years Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 | 2002 | 2001 | |||||||||
| Numerator: | |||||||||||
| Income from continuing operations available to common stockholders | $ | 7,628 | $ | 17,905 | $ | 13,542 | |||||
| Cumulative effect of change in accounting principle, net of tax | (510 | ) | -- | -- | |||||||
| Net income available to common stockholders | $ | 7,118 | $ | 17,905 | $ | 13,542 | |||||
| Denominator: | |||||||||||
| Denominator for basic earnings per share-weighted average shares | 10,591 | 10,511 | 10,381 | ||||||||
| Dilutive effect of stock options | 90 | 187 | 219 | ||||||||
| Denominator for diluted earnings per share-adjusted weighted average | |||||||||||
| shares with assumed conversions | 10,681 | 10,698 | 10,600 | ||||||||
| Basic earnings per share: | |||||||||||
| Earnings from continuing operations | $ | 0.72 | $ | 1.70 | $ | 1.30 | |||||
| Cumulative effect of change in accounting principle | (0.05 | ) | -- | -- | |||||||
| Net earnings | $ | 0.67 | $ | 1.70 | $ | 1.30 | |||||
| Diluted earnings per share: | |||||||||||
| Earnings from continuing operations | $ | 0.71 | $ | 1.67 | $ | 1.28 | |||||
| Cumulative effect of change in accounting principle | (0.04 | ) | -- | -- | |||||||
| Net earnings | $ | 0.67 | $ | 1.67 | $ | 1.28 | |||||
| Years Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2002 | |||||||||
| Numerator: | |||||||||||
| Income from continuing operations | $ | 1,669 | $ | 7,495 | $ | 17,798 | |||||
| Cumulative effect of change in accounting principle, net of tax | -- | (510 | ) | -- | |||||||
| Net income | $ | 1,669 | $ | 6,985 | $ | 17,798 | |||||
| Denominator: | |||||||||||
| Denominator for basic earnings per share-weighted average shares | 10,688 | 10,591 | 10,511 | ||||||||
| Dilutive effect of stock options | 86 | 90 | 187 | ||||||||
| Denominator for diluted earnings per share-adjusted weighted | |||||||||||
| average shares with assumed conversions | 10,774 | 10,681 | 10,698 | ||||||||
| Basic earnings per share: | |||||||||||
| Earnings from continuing operations | $ | 0.16 | $ | 0.71 | $ | 1.69 | |||||
| Cumulative effect of change in accounting principle | -- | (0.05 | ) | -- | |||||||
| Net earnings | $ | 0.16 | $ | 0.66 | $ | 1.69 | |||||
| Diluted earnings per share: | |||||||||||
| Earnings from continuing operations | $ | 0.15 | $ | 0.70 | $ | 1.66 | |||||
| Cumulative effect of change in accounting principle | -- | (0.05 | ) | -- | |||||||
| Net earnings | $ | 0.15 | $ | 0.65 | $ | 1.66 | |||||
For the years ended October 31, 2004, 2003 and 2002, options to purchase approximately 352,000, 380,000 and 26,000 shares, respectively, were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of our common stock.
Activity in our allowance for doubtful accounts receivable account consists of the following (in thousands):
| October 31, | |||||
| 2004 | 2003 | ||||
| Balance at beginning of period | $ 1,283 | $ 1,209 | |||
| Adjustments to the allowance | (498 | ) | 277 | ||
| Deductions for uncollectible accounts written off, net of recoveries | (168 | ) | (203 | ) | |
| Balance at end of period | $ 617 | $ 1,283 | |||
37
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
D. Detail of Certain Balance Sheet Accounts
Activity in our allowance for doubtful accounts receivable consists of the following (in thousands):
| October 31, | |||||
| 2003 | 2002 | ||||
| Balance at beginning of period | $ 1,209 | $ 551 | |||
| Adjustments to the reserve | 277 | 690 | |||
| Deductions for uncollectible accounts written off, net of recoveries | (203 | ) | (32 | ) | |
| Balance at end of period | $ 1,283 | $ 1,209 | |||
Activity in our accrued product warranty account consists of the following (in thousands):
| October 31, | October 31, | |||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||
| Balance at beginning of period | $ 2,123 | $ 1,860 | $ 1,929 | $ 2,123 | ||||||
| Adjustments to the reserve | 1,749 | 1,913 | ||||||||
| Additions to the accrual | 1,387 | 1,749 | ||||||||
| Deductions for warranty charges | (1,943 | ) | (1,650 | ) | (1,771 | ) | (1,943 | ) | ||
| Balance at end of period | $ 1,929 | $ 2,123 | $ 1,545 | $ 1,929 | ||||||
The components of inventories are summarized below (in thousands):
| October 31, | October 31, | |||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||
| Raw materials, parts and subassemblies | $12,122 | $14,111 | $ 9,167 | $ 12,122 | ||||||
| Work-in-progress | 5,938 | 5,447 | 6,165 | 5,938 | ||||||
| Total inventories | $18,060 | $19,558 | $ 15,332 | $ 18,060 | ||||||
The components of costs and estimated earnings in excess of billingson uncompleted contracts (in thousands):
| October 31, | |||||
| 2003 | 2002 | ||||
| Costs and estimated earnings | $ 136,744 | $ 190,106 | |||
| Progress billings | (104,570 | ) | (157,278 | ) | |
| Total costs and estimated earnings in excess of billings | $ 32,174 | $ 32,828 | |||
The components of billings in excess of costs and estimated earnings (in thousands):
| October 31, | |||||
| 2003 | 2002 | ||||
| Progress billings | $ 209,898 | $ 131,840 | |||
| Costs and estimated earnings | (196,682 | ) | (118,362 | ) | |
| Total billings in excess of costs and estimated earnings | $ 13,216 | $ 13,478 | |||
| October 31, | |||||
| 2004 | 2003 | ||||
| Costs incurred on uncompleted contracts | $ 271,442 | $ 283,750 | |||
| Estimated earnings | 49,691 | 49,676 | |||
| 321,133 | 333,426 | ||||
| Less: Billings to date | 316,485 | 314,468 | |||
| $ 4,648 | $ 18,958 | ||||
| Included in accompanying balance sheets under the following captions: | |||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | $ 19,822 | $ 32,174 | |||
| Billings in excess of costs and estimated earnings on uncompleted contracts | (15,174 | ) | (13,216 | ) | |
| $ 4,648 | $ 18,958 | ||||
Property, plant and equipment are summarized below (in thousands):
| October 31, | Range of | October 31, | Range of | |||||||||||
| 2003 | 2002 | Asset Lives | 2004 | 2003 | Asset Lives | |||||||||
| Land | $ 5,075 | $ 5,093 | -- | $ 4,720 | $ 5,075 | -- | ||||||||
| Buildings and improvements | 36,881 | 35,791 | 3-39 Years | 39,629 | 36,881 | 3-39 Years | ||||||||
| Machinery and equipment | 33,392 | 37,191 | 3-15 Years | 29,804 | 33,392 | 3-15 Years | ||||||||
| Furniture and fixtures | 2,964 | 3,012 | 3-10 Years | 2,752 | 2,964 | 3-10 Years | ||||||||
| Construction in progress | 7,128 | 6,463 | -- | 5,336 | 7,128 | -- | ||||||||
| 85,440 | 87,550 | 82,241 | 85,440 | |||||||||||
| Less-accumulated depreciation | (41,442 | ) | (42,530 | ) | (37,200 | ) | (41,442 | ) | ||||||
| Total property, plant and equipment, net | $ 43,998 | $ 45,020 | $ 45,041 | $ 43,998 | ||||||||||
32 Included in property and equipment are assets under capital lease of $325,000 and $177,000 at October 31, 2004 and 2003, with related accumulated depreciation of $80,000 and $74,000, respectively. Depreciation expense, including the depreciation of capital leases, was $4.3 million, $5.0 million, and $4.7 million for fiscal years 2004, 2003 and 2002, respectively.
We have a defined employee contribution 401(k) plan for substantially all of our employees. We match 50% of employee contributions up to an employee contribution of six percent of each employee’s salary. We recognized expenses of $1.2 million, $1.4 million and $1.4 million in fiscal years 2004, 2003 and 2002, respectively, under this plan.
38
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
E. Employee We have established an employee stock ownership plan (“ESOP”) for the benefit of substantially all full-time employees other than employees covered by a collective bargaining agreement to which the ESOP has not been extended by any agreement or action of ours. The ESOP initially purchased 793,525 shares of the Company’s common stock from a major stockholder. At October 31, 2004 and 2003 there were 606,912 and 634,629 shares in the trust with 375,858 and 358,712 shares allocated to participants, respectively. The funding for this plan was provided through a loan from the Company of $4.5 million. This loan will be repaid by the ESOP over a twenty-year period with equal payments of $424,000 per year including interest at 7 percent. We recorded deferred compensation as a contra-equity account for the amount loaned to the ESOP in the accompanying consolidated balance sheets. We are required to make annual contributions to the ESOP to enable it to repay its loan to us. The deferred compensation account is amortized as compensation expense over twenty years as employees earn their shares for services rendered. The loan agreement also provides for prepayment of the loan if we elect to make any additional contributions. Compensation expense for fiscal years 2004, 2003 and 2002 was $297,000, $277,000, and $252,000, respectively and interest income for fiscal years 2004, 2003 and 2002 was $128,000, $148,000, and $166,000, respectively. The receivable from the ESOP is recorded as a reduction from stockholders’ equity and the allocated and unallocated shares of the ESOP are treated as outstanding common stock in the computation of earnings per share. As of October 31, 2004 and 2003, the remaining ESOP receivable was $1.5 million and $1.8 million, respectively.
In October 1985 and February 1987, we entered into Executive Benefit PlansAgreements with several key officers and employees. Three participants remain in this plan, which provides for payments in accordance with a predetermined plan upon retirement or death. We recognize the cost of this plan over the projected years of service of the participant. We have insured the lives of these key employees to assist in the funding of the deferred compensation liability.
33 In November 1992, we established a plan to extend to retirees health benefits which are available to active employees under our existing health plans. Participants became eligible for retiree health care benefits when they retired from active service at age 55 with a minimum of ten years of service. Generally, the health plans paid a stated percentage of medical and dental expenses reduced for any deductible and co-payment. These plans are unfunded. Medical coverage may be continued by the retired employee up to age 65 at the average cost to the Company of active employees. At the age of 65, when the employee became eligible for Medicare, the benefits provided by the Company were to be reduced by the amount provided by Medicare and the cost to the retired employee would be reduced to 50 percent of the average cost to the Company of active employees.
In 1994, we modified our postretirement benefits to provide retiree health care benefits to only current retirees and active employees who were eligible to retire by December 31, 1999. Participants eligible for such benefits were required to pay between 20 percent and 100 percent of our average cost of benefits based on years of service. In addition, benefits would end upon the employee’s attainment of age 65. The effect of these modifications significantly reduced our postretirement benefit cost and accumulated benefit obligation.
The plan was amended effective January 1, 2000 to provide coverage for employees, age 55 or more but less than 65, who retire on or after January 1, 2000 with at least 10 years of service. The retiree is required to pay the full retiree cost less the amount paid by the Company, which is a percentage of the year 2000 cost. Effective as of the November 1, 2002 valuation date, retirees are required to pay the COBRA rate, instead of the full retiree cost, less the Company’s subsidy.
39
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| October 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2003 | 2002 | 2001 | |||||
| Components of net periodic postretirement benefit expense (income): | |||||||
| Service cost | $ 92 | $ 20 | $ 17 | ||||
| Interest cost | 106 | 39 | 34 | ||||
| Prior service cost | 121 | 13 | 16 | ||||
| Net (gain) loss recognized | (3 | ) | 2 | (5 | ) | ||
| Net periodic postretirement benefit expense (income) | $ 316 | $ 74 | $ 62 | ||||
Funded Status: | |||||||
| Retirees | $ 166 | $ 120 | $ 73 | ||||
| Fully eligible active participants | 659 | 182 | 167 | ||||
| Other actual participants | 898 | 300 | 254 | ||||
| Accumulated postretirement benefit obligation | 1,723 | 602 | 494 | ||||
Less unrecognized balances: | |||||||
| Prior service cost | 1,066 | 129 | 145 | ||||
| Net actuarial (gain) loss | (149 | ) | (57 | ) | (134 | ) | |
| Net amount recognized | $ 806 | $ 530 | $ 483 | ||||
Changes in accumulated postretirement benefit obligation: | |||||||
| Balance at beginning of year | $ 602 | $ 494 | $ 471 | ||||
| Service cost | 92 | 20 | 17 | ||||
| Interest cost | 106 | 39 | 34 | ||||
| Loss due to plan change | 1,058 | -- | -- | ||||
| Actuarial (gain) loss | (95 | ) | 74 | (30 | ) | ||
| Benefits paid | (40 | ) | (25 | ) | 2 | ||
| Balance at end of year | $ 1,723 | $ 602 | $ 494 | ||||
| Fair value of plan assets | -- | -- | -- | ||||
Weighted average assumptions: | |||||||
| Discount rate | 6.0% | 6.5% | 7.0% | ||||
| Expected return on plan assets | N/A | N/A | N/A | ||||
| Rate of compensation increase | N/A | N/A | N/A | ||||
For the year ended October 31, 2004, the measurement of postretirement benefit expense was based on assumptions used to value the postretirement benefit liability as of November 1, 2003, our measurement date. The following table illustrates the components of net periodic benefit expense, funded status, the change in funded status, and the change in accumulated benefit obligation of the postretirement benefit plans (in thousands):
| October 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2002 | |||||
| Components of net periodic postretirement benefit expense: | |||||||
| Service cost | $ 75 | $ 92 | $ 20 | ||||
| Interest cost | 73 | 106 | 39 | ||||
| Prior service cost | 108 | 121 | 13 | ||||
| Net (gain) loss recognized | (26 | ) | (3 | ) | 2 | ||
| Net periodic postretirement benefit expense | $ 230 | $ 316 | $ 74 | ||||
Funded Status: | |||||||
| Retirees | $ 94 | $ 166 | $ 120 | ||||
| Fully eligible active participants | 507 | 659 | 182 | ||||
| Other actual participants | 754 | 898 | 300 | ||||
| Accumulated postretirement benefit obligation | 1,355 | 1,723 | 602 | ||||
Less unrecognized balances: | |||||||
| Prior service cost | 822 | 1,066 | 129 | ||||
| Net actuarial (gain) loss | (544 | ) | (149 | ) | (57 | ) | |
| Net amount recognized | $ 1,077 | $ 806 | $ 530 | ||||
Changes in accumulated postretirement benefit obligation: | |||||||
| Balance at beginning of year | $ 1,723 | $ 602 | $ 494 | ||||
| Service cost | 75 | 92 | 20 | ||||
| Interest cost | 73 | 106 | 39 | ||||
| Loss due to plan change | -- | 1,058 | -- | ||||
| Actuarial (gain) loss | (316 | ) | (95 | ) | 74 | ||
| Curtailment (gain) | (150 | ) | -- | -- | |||
| Benefits paid | (50 | ) | (40 | ) | (25 | ) | |
| Balance at end of year | $ 1,355 | $ 1,723 | $ 602 | ||||
| Fair value of plan assets | -- | -- | -- | ||||
Weighted average assumptions: | |||||||
| Discount rate | 5.8% | 6.0% | 6.5% | ||||
34 It is assumed that 70% of employees who are eligible will elect medical coverage, decreasing to 40% in 2014. The assumed health care cost trend measuring the accumulated postretirement benefit obligation was 9% in fiscal year 2004. This trend is expected to grade down to 5% in fiscal year 2008. If the health care trend rate assumptions were increased or decreased by 1% as of October 31, 2004, the effect of this change on the accumulated postretirement benefit obligation would be approximately $80,000. The effect on the aggregate service and interest cost components of the net periodic postretirement benefit cost from a 1% increase or decrease would be approximately $12,000.
40
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of October 31, 2004, the cash flow estimates for expected benefit payments during each of the next ten years are as follows (in thousands):
| Years Ending | Expected Benefit | ||
| October 31, | Payments | ||
| 2005 | $ 93 | ||
| 2006 | 88 | ||
| 2007 | 98 | ||
| 2008 | 121 | ||
| 2009 | 133 | ||
| 2010 through 2014 | 781 | ||
Long-term debt consists of the following (in thousands):
| October 31, | |||||
| 2003 | 2002 | ||||
| Industrial development revenue bonds, maturing in October 2021, | |||||
| with annual sinking fund payments of $400 thousand | $ 7,200 | $ 7,600 | |||
| Term note payable to bank | -- | 4,286 | |||
| Capital lease obligations | 64 | 124 | |||
| Other borrowings | 95 | -- | |||
| Subtotal long-term debt and capital lease obligations | 7,359 | 12,010 | |||
| Less current portion | (468 | ) | (4,746 | ) | |
| Total long-term debt and capital lease obligations | $ 6,891 | $ 7,264 | |||
| October 31, | |||||
| 2004 | 2003 | ||||
| Industrial development revenue bonds, maturing in October | |||||
| 2021, with annual sinking fund payments of $400,000 | $ 6,800 | $ 7,200 | |||
| Capital lease obligations | 223 | 64 | |||
| Other borrowings | 77 | 95 | |||
| Subtotal long-term debt and capital lease obligations | 7,100 | 7,359 | |||
| Less current portion | (474 | ) | (468 | ) | |
| Total long-term debt and capital lease obligations | $ 6,626 | $ 6,891 | |||
35 We borrowed $8 million in October 2001 through a loan agreement funded with proceeds from tax-exempt industrial development revenue bonds (“Bonds”). These Bonds were issued by the Illinois Development Finance Authority and were used for the completion of our Northlake, IL facility. Pursuant to the Bond issuance, a reimbursement agreement between the Company and a major domestic bank required an issuance by the bank of an irrevocable direct-pay letter of credit (“Bond LC”) to the Bonds’ trustee to guarantee payment of the Bonds’ principal and interest when due. The Bond LC periodically changes in amount to equal the outstanding balance of the bonds and terminates on October 25, 2006. The Bond LC is subject to both early termination and extension provisions customary to such agreements. While the Bonds mature in 2021, the reimbursement agreement requires annual redemptions of $400,000 beginning on October 25, 2002. A sinking fund is used for the redemption of the Bonds. The Bonds bear interest at a floating rate determined weekly by the Bonds’ remarketing agent, which was the underwriter for the Bonds and is an affiliate of the bank. This interest rate was 1.9% per annum on October 31, 2004.
We have a $15 million revolving line of credit agreement with a major domestic bank, which was amended in October 2004 to extend the maturity date to February 2007. The $15 million revolving line of credit agreement also provides for the issuance of letters of credit. The revolving line of credit allows us to elect an interest rate on amounts borrowed of (1) the bank’s prime rate, which was 4.75% at October 31, 2004, less .5% on the first $5 million and the bank’s prime rate on additional borrowings, or (2) the LIBOR rate, which was 2.3% at October 31, 2004, plus an additional percentage of .75% to 1.25% based on our performance. A fee of .20% to .25% is charged on the unused balance of the line. The agreement contains customary affirmative and negative covenants and requirements to maintain a minimum level of tangible net worth and profitability. The amount available under this agreement is reduced by $3.4 million for our outstanding letters of credit, which excludes the Bond LC that does not affect the available credit under this agreement. There were no borrowings under this line of credit as of October 31, 2004 or 2003.
Some machinery and equipment used in our manufacturing facilities were financed through capital lease agreements. These capital lease agreements are collateralized by the leased property. The capital lease obligations are at a fixed interest rate of 3%.
41
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Year Ending October 31, | Long-Term Debt Maturities | Capital Lease | Total | ||||
| 2004 | 418 | 50 | 468 | ||||
| 2005 | 419 | 14 | 433 | ||||
| 2006 | 458 | -- | 458 | ||||
| 2007 | 400 | -- | 400 | ||||
| 2008 | 400 | -- | 400 | ||||
| Thereafter | 5,200 | -- | 5,200 | ||||
| Total long-term debt maturities | $7,295 | $64 | $7,359 | ||||
See Footnote L for discussionThe annual maturities of the fair market valuelong-term debt as of the debt instruments.October 31, 2004 are as follows (in thousands):
Year Ending
October 31,Long-Term
Debt MaturitiesCapital
Lease Total 2005 $ 419 $ 55 $ 474 2006 458 48 506 2007 400 50 450 2008 400 52 452 2009 400 18 418 Thereafter 4,800 -- 4,800 Total long-term debt maturities $ 6,877 $ 223 $ 7,100
The net deferred income tax asset (liability) is comprised of the following (in thousands):
| October 31, | October 31, | |||||||||
| 2003 | 2002 | 2004 | 2003 | |||||||
| Current deferred income taxes: | ||||||||||
| Gross assets | $ 3,459 | $ 3,109 | $ 3,289 | $ 3,459 | ||||||
| Gross liabilities | (4,080 | ) | (3,607 | ) | (2,560 | ) | (4,080 | ) | ||
| Net current deferred income tax liability | (621 | ) | (498 | ) | ||||||
| Net current deferred income tax asset (liability) | 729 | (621 | ) | |||||||
| Noncurrent deferred income taxes: | ||||||||||
| Gross assets | 1,115 | 1,378 | 1,757 | 1,260 | ||||||
| Gross liabilities | (1,122 | ) | (789 | ) | (1,145 | ) | (1,122 | ) | ||
| Net noncurrent deferred income tax asset (liability) | (7 | ) | 589 | |||||||
| Net noncurrent deferred income tax asset | 612 | 138 | ||||||||
| Net deferred income tax asset (liability) | $ (628 | ) | $ 91 | $ 1,341 | $ (483 | ) | ||||
The aboveAs of October 31, 2004, the noncurrent deferred income tax asset is included in other assets on the consolidated balance sheet. As of October 31, 2003, the current and noncurrent deferred income tax liabilities are included in other accrued expenses and other liabilities, respectively, on the consolidated balance sheet.
36 The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities are as follows (in thousands):
| October 31, | |||||
| 2004 | 2003 | ||||
| Allowance for doubtful accounts | $ 232 | $ 499 | |||
| Reserve for accrued employee benefits | 881 | 757 | |||
| Warranty reserves | 581 | 725 | |||
| Uncompleted long-term contracts | (2,560 | ) | (4,080 | ) | |
| Depreciation and amortization | (441 | ) | (1,046 | ) | |
| Deferred compensation | 656 | 605 | |||
| Postretirement benefits liability | 354 | 299 | |||
| Accrued legal | 357 | 188 | |||
| Uniform capitalization and inventory | 1,114 | 1,289 | |||
| Software development costs | (494 | ) | -- | ||
| Deferred rent | 167 | 175 | |||
| Other | 494 | 106 | |||
| Net deferred income tax asset (liability) | $ 1,341 | $ (483 | ) | ||
42
POWELL INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| October 31, | |||||
| 2003 | 2002 | ||||
| Allowance for doubtful accounts | $ 499 | $ 461 | |||
| Reserve for accrued employee benefits | 757 | 596 | |||
| Warranty reserves | 725 | 780 | |||
| Uncompleted long-term contracts | (4,080 | ) | (3,515 | ) | |
| Depreciation and amortization | (1,046 | ) | (374 | ) | |
| Deferred compensation | 605 | 559 | |||
| Postretirement benefits liability | 299 | 172 | |||
| Accrued legal expenses | 188 | 217 | |||
| Uniform capitalization and inventory | 1,289 | 1,064 | |||
| Other | 136 | 131 | |||
| Net deferred income tax asset/(liability) | $ (628 | ) | $ 91 | ||
| Years Ended October 31, | |||||||
| 2003 | 2002 | 2001 | |||||
| Current: | |||||||
| Federal | $3,527 | $ 9,865 | $6,478 | ||||
| State | 1,970 | 541 | 382 | ||||
| Deferred: | |||||||
| Federal | 719 | 140 | 1,029 | ||||
| Total income tax provision | 6,216 | $10,546 | $7,889 | ||||
| Years Ended October 31, | |||||||
| 2003 | 2002 | 2001 | |||||
| Statutory rate | 34% | 35% | 35% | ||||
| State income taxes, net of federal benefit | 10 | 1 | 1 | ||||
| Other | 1 | 1 | 1 | ||||
| Effective rate | 45% | 37% | 37% | ||||
37
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The components of the income tax provision (benefit) consist of the following (in thousands):
| Years Ended October 31, | |||||||
| 2004 | 2003 | 2002 | |||||
| Current: | |||||||
| Federal | $ 1,318 | $ 3,527 | $ 9,865 | ||||
| State | 186 | 1,970 | 541 | ||||
| Deferred | (1,786 | ) | 640 | 75 | |||
| Total income tax provision | $ (282 | ) | $ 6,137 | $ 10,481 | |||
A reconciliation of the statutory U.S. income tax rate and the effective income tax rate, as computed on earnings before income tax provision in each of the three years presented in the Consolidated Statements of Operations is as follows:
| Years Ended October 31, | |||||||
| 2004 | 2003 | 2002 | |||||
| Statutory rate | 34% | 34% | 35% | ||||
| Revised state tax exposure | (15 | ) | -- | -- | |||
| State income taxes, net of federal benefit | 5 | 10 | 1 | ||||
| Release of capital loss valuation allowance | (20 | ) | -- | -- | |||
| Federal extraterritorial income exclusion | (27 | ) | -- | -- | |||
| Non-taxable interest income | (8 | ) | -- | -- | |||
| Other permanent tax items | 8 | -- | -- | ||||
| Other | 2 | 1 | 1 | ||||
| Effective rate | (21)% | 45% | 37% | ||||
Our (benefit) provision for income taxes reflects an effective tax rate on earnings before income taxes of (21%) in fiscal 2004 compared to 45% in fiscal 2003. During 2004, we recorded several non-recurring tax adjustments related to the following items:
| a) | A $363,000 benefit was recorded primarily for the benefit of revised extraterritorial income exclusion amounts for the years ended 2002 and 2003. This benefit was derived by calculating the extraterritorial income exclusion amount on a transaction by transaction basis in 2004, as opposed to an aggregate basis as originally estimated, |
| b) | A $268,000 valuation allowance related to capital losses was released in 2004. We entered into an agreement in 2004 to sell a capital asset that will trigger enough capital gain to utilize the capital loss carryforward, and |
| c) | We released $200,000 of state income tax reserve in 2004 due to acceptance by certain state taxing authorities of voluntary disclosure agreements in 2004. |
Without these adjustments, our 2004 effective tax rate would have been 40%.
Effective November 1, 2002, we adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. Under the new rules, goodwill and other intangible assets with indefinite useful lives are no longer subject to amortization. As a result, we discontinued the amortization of goodwill beginning November 1, 2002, and the fiscal year 2003 results were favorably impacted by this reduction in amortization expense by $90,000, net of $53,000 taxes, or $0.01 per diluted share. The statement requires a test for impairment to be performed annually, or immediately if conditions indicate that impairment could exist. Intangible assets with definite useful lives will continue to be amortized over their estimated useful lives.
| Years Ended October 31, | |||||||
| 2003 | 2002 | 2001 | |||||
| Income from continuing operations before cumulative effect of | |||||||
| change in accounting principle | $ 7,628 | 17,905 | $ 13,542 | ||||
| Cumulative effect of change in accounting principle | (510 | ) | -- | -- | |||
| Reported net income | $ 7,118 | 17,905 | $ 13,542 | ||||
| Addback: Amortization of goodwill, net of $53 and $53 thousand | |||||||
| taxes, respectively | -- | 90 | 90 | ||||
| Adjusted net income | $ 7,118 | 17,995 | $ 13,632 | ||||
| Basic earnings per share: | |||||||
| Net earnings per share - as reported | $ 0.67 | $ 1.70 | $ 1.30 | ||||
| Amortization of goodwill | -- | 0.01 | 0.01 | ||||
| Adjusted net earnings per share | $ 0.67 | $ 1.71 | $ 1.31 | ||||
| Diluted earnings per share: | |||||||
| Net earnings per share - as reported | $ 0.67 | $ 1.67 | $ 1.28 | ||||
| Amortization of goodwill | -- | 0.01 | 0.01 | ||||
| Adjusted net earnings per share | $ 0.67 | $ 1.68 | $ 1.29 | ||||
38 Upon adoption, we estimated the fair value of our reporting units using a present value method that discounted estimated future cash flows. The cash flow estimates incorporated assumptions on future cash flow growth, terminal values and discount rates. Because the fair value of some reporting units was below their carrying value, application of SFAS No. 142 required us to complete the second step of the goodwill impairment test and compare the implied fair value of each reporting unit’s goodwill with the carrying value. As a result of completing the impairment test, we recorded an impairment charge of $510,000, net of $285,000 taxes, to write-off the impaired goodwill amounts as a cumulative effect of a change in accounting principle in the first quarter of 2003. We recorded an impairment charge of $380,000, net of $214,000 taxes, to write off the full value of goodwill in our Process Control Systems segment. In our Electrical Power Products segment, we recorded an impairment charge of $130,000, net of $71,000 taxes. All remaining goodwill is in our Electrical Power Products segment. No additional impairment was identified as a result of performing our annual impairment test for 2003 and 2004.
43
POWELL INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| October 31, 2003 | October 31, 2002 | |||||||||
| Historical | Accumulated | Historical | Accumulated | |||||||
| Cost | Amortization | Cost | Amortization | |||||||
| Goodwill | $304 | $181 | $2,133 | $1,215 | ||||||
Intangible assets subject to amortization: | ||||||||||
| Deferred loan costs | 233 | 23 | 233 | 12 | ||||||
| Patents and Trademarks | 837 | 505 | 837 | 444 | ||||||
I. Significant Sales Data
| Export sales are as follows (in thousands): | Years Ended October 31, | ||||||
| 2003 | 2002 | 2001 | |||||
| Europe (including former Soviet Union) | $ 843 | $ 386 | $ 411 | ||||
| Far East | 13,120 | 8,717 | 4,437 | ||||
| Middle East and Africa | $ 5,255 | 9,205 | 6,152 | ||||
| North, Central and South America (excluding U.S.) | 20,581 | 9,706 | 10,431 | ||||
| Total export sales | 39,799 | $28,014 | $21,431 | ||||
J. Commitments and Contingencies
Leases
| Years Ending | Operating | ||
| October 31, | Leases | ||
| 2004 | $1,776 | ||
| 2005 | 1,623 | ||
| 2006 | 1,393 | ||
| 2007 | 1,233 | ||
| 2008 | 815 | ||
| Thereafter | 479 | ||
| Total lease commitments | $7,319 | ||
39
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Letters The following pro forma information is presented to reflect the net income and net earnings per share to exclude amortization of Creditgoodwill for the year ended October 31, 2002 as if SFAS No. 142 had been adopted as of the beginning of fiscal year 2002 (in thousands, except per share data):
| Years Ended October 31, | |||||||
| 2004 | 2003 | 2002 | |||||
| Income from continuing operations before cumulative effect of | |||||||
| change in accounting principle | $ 1,669 | $ 7,495 | $ 17,798 | ||||
| Cumulative effect of change in accounting principle | -- | (510 | ) | -- | |||
| Reported net income | 1,669 | 6,985 | 17,798 | ||||
| Addback: Amortization of goodwill, net of $53 taxes | -- | -- | 90 | ||||
| Adjusted net income | $ 1,669 | $ 6,985 | $ 17,888 | ||||
| Basic earnings per share: | |||||||
| Net earnings per share - as reported | $ 0.16 | $ 0.66 | $ 1.69 | ||||
| Amortization of goodwill | -- | -- | 0.01 | ||||
| Adjusted net earnings per share | $ 0.16 | $ 0.66 | $ 1.70 | ||||
| Diluted earnings per share: | |||||||
| Net earnings per share - as reported | $ 0.15 | $ 0.65 | $ 1.66 | ||||
| Amortization of goodwill | -- | -- | 0.01 | ||||
| Adjusted net earnings per share | $ 0.15 | $ 0.65 | $ 1.67 | ||||
A summary of goodwill and Bondsother intangible assets follows (in thousands):
| October 31, 2004 | October 31, 2003 | |||||||||
| Historical | Accumulated | Historical | Accumulated | |||||||
| Cost | Amortization | Cost | Amortization | |||||||
| Goodwill | $384 | $181 | $304 | $181 | ||||||
Intangible assets subject to amortization: | ||||||||||
| Deferred loan costs | 233 | 35 | 233 | 23 | ||||||
| Patents and Trademarks | 837 | 563 | 837 | 505 | ||||||
Litigation The above intangible assets are included in other assets on the consolidated balance sheet. The additional $80,000 of goodwill recorded in 2004 was due to the purchase of an additional ten percent interest in Powell Industries Asia Private Limited (PIA) on August 1, 2004. Since that time, PIA has been fully consolidated into our financial statements. The effect of our acquisition of PIA to our 2004 and 2003 financial statements is not material. Amortization expense related to intangible assets subject to amortization for the years ended October 31, 2004, 2003, and 2002 was $70,000, $72,000, and $67,000, respectively. Estimated amortization expense for each of the subsequent five fiscal years is expected to be approximately $80,000.
Other Contingencies
K. Stock-Based Compensation
4044
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
No single customer or export country accounted for more than 10 percent of consolidated revenues in fiscal years 2004, 2003 or 2002.
| Export sales are as follows (in thousands): | Years Ended October 31, | ||||||
| 2004 | 2003 | 2002 | |||||
| Europe (including former Soviet Union) | $ 402 | $ 843 | $ 386 | ||||
| Far East | 5,550 | 13,120 | 8,717 | ||||
| Middle East and Africa | 12,384 | 5,255 | 9,205 | ||||
| North, Central and South America (excluding U.S.) | 10,675 | 20,581 | 9,706 | ||||
| Total export sales | $ 29,011 | $ 39,799 | $ 28,014 | ||||
| 2003 | 2002 | 2001 | |||||
| Outstanding, beginning of year | 720,173 | 834,300 | 654,730 | ||||
Granted: | |||||||
| Stock options $17.85 per share | -- | -- | 358,900 | ||||
| Stock options ranging from $13.06 to $27.10 per share | -- | 26,883 | -- | ||||
| Stock options $15.10 per share | 320,700 | -- | -- | ||||
Exercised: | |||||||
| Stock options $6.25 share | -- | (82,900 | ) | (66,730 | ) | ||
| Stock options $15.81 per share | (21,700 | ) | (19,830 | ) | (49,740 | ) | |
| Stock options $8.50 per share | (28,610 | ) | (16,140 | ) | (26,090 | ) | |
| Stock options $8.44 per share | -- | -- | (2,000 | ) | |||
| Stock options $17.85 per share | (3,200 | ) | (100 | ) | -- | ||
Forfeited: | |||||||
| Stock options $6.25 share | -- | (800 | ) | -- | |||
| Stock options $15.81 per share | (600 | ) | (4,720 | ) | (13,300 | ) | |
| Stock options $8.50 per share | -- | (12,920 | ) | (21,470 | ) | ||
| Stock options $17.85 per share | -- | (3,600 | ) | -- | |||
| Outstanding, ranging from $6.25 to $27.10 per share, at the | |||||||
| end of year | 986,763 | 720,173 | 834,300 | ||||
| Outstanding | Exercisable | ||||||||||||
| Range of Exercise Prices | Number Outstanding at 10/31/03 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at 10/31/03 | Weighted Average Exercise Price | ||||||||
| $ 15.81 | 91,210 | 0.7 | $ 15.81 | 91,210 | $ 15.81 | ||||||||
| 8.50 | 185,970 | 2.9 | 8.50 | 136,250 | 8.50 | ||||||||
| 8.44 | 10,000 | 3.6 | 8.44 | 10,000 | 8.44 | ||||||||
| 17.85 | 352,000 | 4.5 | 17.85 | 146,560 | 17.85 | ||||||||
| 13.06-27 | .10 | 26,883 | 5.3 | 23.52 | 20,883 | 23.45 | |||||||
| 15.10 | 320,700 | 6.7 | 15.10 | -- | 15.10 | ||||||||
| $8.44-27 | .10 | 986,763 | 4.6 | 15.06 | 404,903 | 14.30 | |||||||
Leases
We lease certain offices, facilities and equipment under operating leases expiring at various dates through 2009. At October 31, 2004, the minimum annual rental commitments under leases having terms in excess of one year are as follows (in thousands):
| Years Ending | Operating | ||
| October 31, | Leases | ||
| 2005 | $ 1,694 | ||
| 2006 | 1,468 | ||
| 2007 | 1,263 | ||
| 2008 | 893 | ||
| 2009 | 545 | ||
| Thereafter | -- | ||
| Total lease commitments | $ 5,863 | ||
41 Lease expense for all operating leases was $1.8 million, $1.7 million and $1.7 million for fiscal years 2004, 2003 and 2002, respectively.
Letters of Credit and Bonds
We are contingently liable for secured and unsecured letters of credit of $10.3 million as of October 31, 2004. We also had performance bonds totaling approximately $167.9 million that were outstanding at October 31, 2004. Performance bonds are used to guarantee contract performance to our customers.
Litigation
We are involved in various legal proceedings, claims, and other disputes arising in the ordinary course of business which, in general, are subject to uncertainties and the outcomes are not predictable. However, we do not believe that the ultimate conclusion of these disputes will materially affect our financial position or results of operations.
Other Contingencies
The Company is a party to a construction joint venture (the “Joint Venture”), which provided process control systems to the Central Artery/Tunnel Project (the “Project”) in Boston, Massachusetts, under a contract with the Massachusetts Turnpike Authority (the “MTA”). The Joint Venture has submitted claims against the MTA seeking additional reimbursement for work done by the Joint Venture on the project. In a separate matter, the Joint Venture received notice dated May 9, 2002 (the “Notice”) from the MTA that a follow-on contractor has asserted a claim against the MTA in connection with work done or to be done by the follow-on contractor on the project. One component of the Project involved the Joint Venture performing specific work that the MTA then bid for the follow-on contractor to complete. The follow-on contractor’s claim, in part, includes allegations that work performed by the Joint Venture was insufficient and defective, thus possibly contributing to the follow-on contractor’s claims for damages against the MTA. In the Notice of the potential claim, the MTA advised the Joint Venture that if it is required to pay the follow-on contractor additional amounts and such payment is the result of defective work by the Joint Venture, the MTA will seek indemnification from the Joint Venture for such additional amounts.
45
POWELL INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Years Ended October 31, | |||||||||
| 2003 | 2002 | 2001 | |||||||
| Net income, as reported | $ 7,118 | $ 17,905 | $ 13,542 | ||||||
| Less: Total stock-based employee compensation expense | |||||||||
| determined under fair value based method for all | |||||||||
| awards, net of related tax effects | (745) | (834) | (476) | ||||||
| Pro forma net income | $ 6,373 | $ 17,071 | $ 13,066 | ||||||
| Basic earnings per share: | |||||||||
| As reported | $ 0.67 | $ 1.70 | $ 1.30 | ||||||
| Pro forma | $ 0.60 | $ 1.62 | $ 1.26 | ||||||
| Diluted earnings per share: | |||||||||
| As reported | $ 0.67 | $ 1.67 | $ 1.28 | ||||||
| Pro forma | $ 0.60 | $ 1.60 | $ 1.23 | ||||||
| 2003 | 2002 | 2001 | |||||
| Expected life of options | 7 years | 7 years | 7 years | ||||
| Risk-free interest rate | 3.98% | 3.45% | 5.30% | ||||
| Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
| Expected stock price volatility | 38.51% | 38.15% | 39.53% | ||||
L. Fair Value of Financial Instruments
M. Business Segments
42
POWELL INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Years Ended October 31, | |||||||
| 2003 | 2002 | 2001 | |||||
| Revenues: | |||||||
| Electrical Power Products | $227,012 | $283,592 | $244,832 | ||||
| Process Control Systems | 26,369 | 22,811 | 26,411 | ||||
| Total | $253,381 | $306,403 | $271,243 | ||||
| Electrical Power Products | $ 12,491 | $ 27,411 | $ 20,726 | ||||
| Process Control Systems | 1,353 | 1,040 | 705 | ||||
| Total | $ 13,844 | $ 28,451 | $ 21,431 | ||||
| Assets: | |||||||
| Electrical Power Products | $127,721 | $156,584 | $156,448 | ||||
| Process Control Systems | 14,269 | 14,937 | 17,579 | ||||
| Corporate | 48,350 | 18,122 | 12,334 | ||||
| Total | $190,340 | $189,643 | $186,361 | ||||
43
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Joint Venture has no reason to believe the systems it delivered under contract to the MTA were defective and accordingly it intends to vigorously defend any such allegations. An unfavorable outcome to the follow-on contractor’s claim could have a material adverse effect on the Company’s financial condition and results of operations.The ultimate disposition of the Joint Venture’s claim against the MTA and the MTA’s potential claim for indemnification based on the follow-on contractor’s claims are not presently determinable.
We manage our business through operating subsidiaries, which are combined into two reportable business segments: Electrical Power Products and Process Control Systems. Electrical Power Products includes equipment and systems for the distribution and control of electrical energy. Process Control Systems consists principally of instrumentation, computer controls, communications and data management systems to control and manage critical processes.
The tables below reflect certain information relating to our operations by segment. All revenues represent sales from unaffiliated customers. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Corporate expenses and certain assets are allocated to the operating segments primarily based on revenues. The corporate assets are mainly cash, cash equivalents and marketable securities.
Detailed information regarding our business segments is shown below (in thousands):
| Years Ended October 31, | |||||||
| 2004 | 2003 | 2002 | |||||
| Revenues: | |||||||
| Electrical Power Products | $ 173,456 | $ 227,012 | $ 283,592 | ||||
| Process Control Systems | 32,686 | 26,369 | 22,811 | ||||
| Total | $ 206,142 | $ 253,381 | $ 306,403 | ||||
| Gross profit: | |||||||
| Electrical Power Products | $ 29,122 | $ 42,609 | $ 62,266 | ||||
| Process Control Systems | 6,855 | 6,187 | 5,254 | ||||
| Total | $ 35,977 | $ 48,796 | $ 67,520 | ||||
| Income (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle: |
| Electrical Power Products | $ (87 | ) | $ 12,491 | $ 27,411 | |||
| Process Control Systems | 1,451 | 1,141 | 868 | ||||
| Total | $ 1,364 | $ 13,632 | $ 28,279 | ||||
46
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| October 31, 2004 | October 31, 2003 | ||||
| Identifiable tangible assets: | |||||
| Electrical Power Products | $ 114,374 | $ 127,266 | |||
| Process Control Systems | 11,889 | 14,269 | |||
| Corporate | 69,270 | 48,140 | |||
| Total | $ 195,533 | $ 189,675 | |||
To reduce overhead costs and improve efficiency, we initiated a consolidation plan in fiscal 2004 to reduce the number of operations within our Electrical Power Products segment. As of June 30, 2004, the consolidation of our Greenville, Texas and North Canton, Ohio facilities was complete, resulting in the transfer of our distribution switch product lines. In October 2004, we completed the consolidation of our bus duct product lines by combining our Elyria, Ohio and Northlake, Illinois facilities. By the end of the first quarter 2005, we expect to complete our consolidation plan with the closure of our Watsonville, California facility. This facility is under lease, with the lease expiring in February 2005. The completed consolidations have resulted in the involuntary termination of 90 employees. The closure of our Watsonville facility will result in the termination of approximately 12 employees.
As of October 31, 2004, the unpaid balance of the consolidation costs is included in accrued salaries, bonuses and commissions and accounts payable on the consolidated balance sheet.
Details of the consolidation reserve during the current period are as follows:
| Accrued Charges at November 1, | Year Ended October 31, 2004 | Accrued Charges at October 31, | |||||||
| 2003 | Charges | Payments | 2004 | ||||||
| (In thousands) | |||||||||
| Cash charges: | |||||||||
| Severance and employee benefits | $ -- | $ 1,084 | $ (674 | ) | $ 410 | ||||
| Shutdown costs | -- | 551 | (457 | ) | 94 | ||||
| Subtotal | $ -- | 1,635 | $ (1,131 | ) | $ 504 | ||||
| Noncash charges: | |||||||||
| Write-down of inventory | 535 | ||||||||
| Total charges | $ 2,170 | ||||||||
The majority of our consolidation charges relate to severance and employee benefits expense for involuntary terminations during fiscal 2004. The shutdown costs shown above include relocation expenses for employees, equipment, and inventory incurred during fiscal 2004. The relocation and setup of equipment constitutes approximately $400,000 of the shutdown costs shown above. Consolidation costs were recorded in the consolidated statement of operations for the year ended October 31, 2004 as follows:
| October 31, 2004 | |||
| Cost of sales | $ 1,777 | ||
| Selling and administrative expenses | 393 | ||
| Total | $ 2,170 | ||
We expect to incur an additional $400,000 in consolidation expenses in fiscal 2005 to complete the consolidation of our Watsonville facility.
47
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The table below sets forth the unaudited consolidated operating results by fiscal quarter for the years ended October 31, 2004 and 2003 (in thousands, except per share data):
| 2003 Quarters | |||||||||||||||||
| First | Second | Third | Fourth | 2003 | |||||||||||||
| Revenues | $ | 71,580 | $ | 64,201 | $ | 60,382 | $ | 57,218 | $ | 253,381 | |||||||
| Gross profit | 14,232 | 12,124 | 10,615 | 11,995 | 48,966 | ||||||||||||
| Income from continuing operations before | |||||||||||||||||
| cumulative effect of change in accounting | |||||||||||||||||
| principle | 3,034 | 2,018 | 1,336 | 1,240 | 7,628 | ||||||||||||
| Net income | 2,524 | 2,018 | 1,336 | 1,240 | 7,118 | ||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Earnings from continuing operations | 0.29 | 0.19 | 0.13 | 0.12 | 0.72 | ||||||||||||
| Net earnings | 0.24 | 0.19 | 0.13 | 0.12 | 0.67 | ||||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Earnings from continuing operations | 0.28 | 0.19 | 0.13 | 0.12 | 0.71 | ||||||||||||
| Net earnings | 0.24 | 0.19 | 0.13 | 0.12 | 0.67 | ||||||||||||
| 2004 Quarters | |||||||||||||||||
| First | Second | Third | Fourth | 2004 | |||||||||||||
| Revenues | $ | 53,227 | $ | 51,476 | $ | 52,805 | $ | 48,634 | $ | 206,142 | |||||||
| Gross profit | 9,555 | 8,619 | 9,317 | 8,486 | 35,977 | ||||||||||||
| Net income (loss) | 747 | 360 | 737 | (175 | ) | 1,669 | |||||||||||
| Basic earnings (loss) per share | 0.07 | 0.03 | 0.07 | (0.02 | ) | 0.16 | |||||||||||
| Diluted earnings (loss) per share | 0.07 | 0.03 | 0.07 | (0.02 | ) | 0.15 | |||||||||||
| 2002 Quarters | 2003 Quarters | |||||||||||||||||||||||||||||||||
| First | Second | Third | Fourth | 2003 | First (As Restated, See Note O) | Second (As Restated, See Note O) | Third (As Restated, See Note O) | Fourth (As Restated, See Note O) | 2003 (As Restated, See Note O) | |||||||||||||||||||||||||
| Revenues | $ | 76,487 | $ | 80,286 | $ | 74,287 | $ | 75,343 | $ | 306,403 | $ | 71,580 | $ | 64,201 | $ | 60,382 | $ | 57,218 | $ | 253,381 | ||||||||||||||
| Gross profit | 15,591 | 17,267 | 16,430 | 18,370 | 67,658 | 14,186 | 12,078 | 10,556 | 11,976 | 48,796 | ||||||||||||||||||||||||
| Income from continuing operations before | ||||||||||||||||||||||||||||||||||
| cumulative effect of change in accounting | ||||||||||||||||||||||||||||||||||
| principle | 2,998 | 1,982 | 1,287 | 1,228 | 7,495 | |||||||||||||||||||||||||||||
| Net income | 3,734 | 4,514 | 4,523 | 5,134 | 17,905 | 2,488 | 1,982 | 1,287 | 1,228 | 6,985 | ||||||||||||||||||||||||
| Basic earnings per share | 0.36 | 0.43 | 0.43 | 0.48 | 1.70 | |||||||||||||||||||||||||||||
| Diluted earnings per share | 0.35 | 0.42 | 0.42 | 0.48 | 1.67 | |||||||||||||||||||||||||||||
| Basic earnings per share: | ||||||||||||||||||||||||||||||||||
| Earnings from continuing operations | 0.28 | 0.19 | 0.12 | 0.12 | 0.71 | |||||||||||||||||||||||||||||
| Net earnings | 0.24 | 0.19 | 0.12 | 0.12 | 0.66 | |||||||||||||||||||||||||||||
| Diluted earnings per share: | ||||||||||||||||||||||||||||||||||
| Earnings from continuing operations | 0.28 | 0.19 | 0.12 | 0.11 | 0.70 | |||||||||||||||||||||||||||||
| Net earnings | 0.23 | 0.19 | 0.12 | 0.11 | 0.65 | |||||||||||||||||||||||||||||
| 2003 Quarters | |||||||||||||||||
| First (As Previously Reported) | Second (As Previously Reported) | Third (As Previously Reported) | Fourth (As Previously Reported) | 2003 (As Previously Reported) | |||||||||||||
| Revenues | $ | 71,580 | $ | 64,201 | $ | 60,382 | $ | 57,218 | $ | 253,381 | |||||||
| Gross profit | 14,232 | 12,124 | 10,615 | 11,995 | 48,966 | ||||||||||||
| Income from continuing operations before | |||||||||||||||||
| cumulative effect of change in accounting | |||||||||||||||||
| principle | 3,034 | 2,018 | 1,336 | 1,240 | 7,628 | ||||||||||||
| Net income | 2,524 | 2,018 | 1,336 | 1,240 | 7,118 | ||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Earnings from continuing operations | 0.29 | 0.19 | 0.13 | 0.12 | 0.72 | ||||||||||||
| Net earnings | 0.24 | 0.19 | 0.13 | 0.12 | 0.67 | ||||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Earnings from continuing operations | 0.28 | 0.19 | 0.13 | 0.12 | 0.71 | ||||||||||||
| Net earnings | 0.24 | 0.19 | 0.13 | 0.12 | 0.67 | ||||||||||||
44 The sum of the individual earnings per share amounts may not agree with year-to-date earnings per share as each period’s computation is based on the weighted average number of shares outstanding during the period.
48
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Subsequent to the issuance of our consolidated financial statements for the year ended October 31, 2003, we determined that rent expense for two lease agreements with escalation clauses had been recorded on a cash paid basis rather than straight line basis over the term of the lease. As a result, the accompanying consolidated financial statements for the years ended October 31, 2003 and 2002 have been restated from amounts previously reported.
A summary of the significant effects of the restatement is as follows (in thousands, except per share data):
| Year Ended October 31, 2003 | Year Ended October 31, 2002 | |||||||||
| As Previously Reported | As Restated | As Previously Reported | As Restated | |||||||
| Consolidated Statements of Operations | ||||||||||
| Cost of goods sold | $ 204,415 | $ 204,585 | $ 238,745 | $ 238,883 | ||||||
| Gross Profit | 48,966 | 48,796 | 67,658 | 67,520 | ||||||
| Selling, general and administrative expenses | 35,297 | 35,339 | 38,997 | 39,031 | ||||||
| Income before interest , income taxes, and cumulative effect of change in accounting principle | 13,669 | 13,457 | 28,661 | 28,489 | ||||||
| Income from continuing operations before income taxes and cumulative effect of change in accounting principle | 13,844 | 13,632 | 28,451 | 28,279 | ||||||
| Income tax provision (benefit) | 6,216 | 6,137 | 10,546 | 10,481 | ||||||
| Income from continuing operations before cumulative effect of change in accounting principle | 7,628 | 7,495 | 17,905 | 17,798 | ||||||
| Net income | 7,118 | 6,985 | 17,905 | 17,798 | ||||||
| Net earnings per common share: Basic: | ||||||||||
| Earnings from continuing operations | $ 0.72 | $ 0.71 | $ 1.70 | $ 1.69 | ||||||
| Net earnings | $ 0.67 | $ 0.66 | $ 1.70 | $ 1.69 | ||||||
| Diluted: | ||||||||||
| Earnings from continuing operations | $ 0.71 | $ 0.70 | $ 1.67 | $ 1.66 | ||||||
| Cumulative effect of change in accounting principle | $ 0.04 | $ 0.05 | $ -- | $ -- | ||||||
| Net earnings | $ 0.67 | $ 0.65 | $ 1.67 | $ 1.66 | ||||||
| As of October 31, 2003 | ||||||||
| As Previously Reported | As Restated | |||||||
| Consolidated Balance Sheet | ||||||||
| Other assets | 5,029 | 5,167 | ||||||
| Total Assets | 193,340 | 190,478 | ||||||
| Other accrued expenses | 6,074 | 5,994 | ||||||
| Total Current Liabilities | 44,424 | 44,344 | ||||||
| Other liabilities | 813 | 1,271 | ||||||
| Total Liabilities | 53,736 | 54,114 | ||||||
| Retained earnings | 132,990 | 132,750 | ||||||
| Total Stockholders’ Equity | 136,604 | 136,364 | ||||||
| Total Liabilities and Stockholders’ Equity | 190,340 | 190,478 | ||||||
49
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Information concerning a change in accountants is included in the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2004.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.
In connection with the year-end review of our consolidated financial statements for the year ended October 31, 2004 and the audit of those statements by our independent public accountants, we determined that a subsidiary had unintentionally misapplied an accounting principle. Specifically, lease expenses were recorded incorrectly for the years ended October 31, 2003 and 2002 with respect to two lease agreements with escalation clauses, which were recorded based on actual cash paid rather than straight line over the term of the lease. As a result of this discovery, we have corrected the accounting treatment of these leases and have restated our earnings for the years ended October 31, 2003 and 2002. We have concluded that the misapplication of this accounting principle is the result of a significant deficiency in the design or operation of our internal controls regarding the application of generally accepted accounting principles and the review process of the implementation of accounting guidance. A significant deficiency is defined as a control deficiency, or combination of deficiencies, that adversely affects the company's ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. We have concluded that the misapplication was not a material weakness because, among other things, the error resulting in the unintentional misapplication occurred at a single subsidiary, did not result in any material restatement of our consolidated financial statements for the years ended October 31, 2003 and 2002 and, based on conservative future consolidated earnings projections, would not result in more than a remote likelihood that a material misstatement of our consolidated financial statements would not be prevented or detected.
We have discussed the significant deficiency described above with the Audit Committee. Our management is working with our Audit Committee to identify and implement corrective actions where required to improve the effectiveness of our internal controls, including the enhancement of our systems and procedures. Specifically, we are implementing the following measures:
reviewing financial controls and procedures for recording expenses;
additional training of our accounting staff on complex accounting matters, including recording of expenses;
modifying controls and procedures to ensure appropriate accounting treatment of the accounting for leases at the inception of the lease.
Management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have each concluded that as of the end of such period, our disclosure controls and procedures were effective.
50
We also maintain a system of internal accounting controls that are designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our policies and procedures are followed. There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of our 2004 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
Items 10, 11, 12, 13, and 14. Directors and Executive Officers of the Registrant; Executive Compensation; Security Ownership of Certain BeneficialCertainBeneficial Owners and Management; Certain Relationships and Related Transactions; and Principal Accountant Fees and Services
The information required by these items is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended October 31, 2003,2004, under the headings set forth above.
The following exhibits are filed as part of this Annual Report on Form 8-K10-K, or are incorporated herein by reference. Where an exhibit is filed with this Annual Report, an asterisk (*) precedes the exhibit number.
| 1. | Financial Statements. Reference is made to the Index to Consolidated Financial Statements at Item 8 of this report. |
| 2. | All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes to the financial statements. |
4551
| 3. | Exhibits | |
3.1 - | Certificate of Incorporation herein by reference). | |
| 3.2 - | By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form incorporated herein by reference). | |
| 10.1 - | Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference). | |
| 10.2 - | Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference). | |
| 10.3 - | 1992 Powell Industries, Inc. Stock Option Plan (filed as dated | |
| 10.4 - | Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996 and incorporated herein by reference). | |
| 10.5 - | Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 1,500,000 to 2,100,000, which increase was approved by the stockholders of the Company at the 2001 Annual Meeting of Stockholders). | |
| 10.6 - | Powell Industries, Inc. Directors' Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference). | |
| 10.7 - | Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| 10.8 - | Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| 10.9 - | Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| *10.10 - | Amended Loan Agreement dated October | |
| *10.11 - | Amended Letter of Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America, N.A. | |
| *21.1 - | Subsidiaries of Powell Industries, Inc. | |
| *23.1 - | Consent of Deloitte & Touche LLP | |
| *23.2 - | Consent of PricewaterhouseCoopers LLP | |
| *31.1 - | Certification of Thomas W. Powell pursuant to Rule 13a-14(a)/15d-14(a). | |
| *31.2 - | Certification of Don R. Madison pursuant to Rule 13a-14(a)/15d-14(a). | |
| *32.1 - | Certification of Thomas W. Powell Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
46
| * | 32.2 - | Certification of Don R. Madison Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
4752
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| POWELL INDUSTRIES, INC. | |
| By Thomas W. Powell President and Chief Executive Officer (Principal | |
| By Don R. Madison Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated:
| Signature | Title | |
| /s/ THOMAS W. POWELL Thomas W. Powell | Chairman of the Board | |
| /s/ JOSEPH L. BECHERER Joseph L. Becherer | Director | |
| /s/ EUGENE L. BUTLER Eugene L. Butler | Director | |
| /s/ JAMES F. CLARK James F. Clark | Director | |
| /s/ STEPHEN W. SEALE, JR. Stephen W. Seale, Jr. | Director | |
| /s/ ROBERT C. TRANCHON Robert C. Tranchon | Director | |
| /s/ RONALD J. WOLNY Ronald J. Wolny | Director |
Date: January 31, 2005
53
| Number | Exhibit Title | |
| 3.1 - | Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of State of the | |
| 3.2 - | By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A filed November 1, 2004, and incorporated herein by reference). | |
| 10.1 - | Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference). | |
| 10.2 - | Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference). | |
| 10.3 - | 1992 Powell Industries, Inc. Stock Option Plan (filed as an exhibit to our preliminary proxy statement dated January 24, 1992, and incorporated herein by reference). | |
| 10.4 - | Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996 and incorporated herein by reference). | |
| 10.5 - | Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 1,500,000 to 2,100,000, which increase was approved by the stockholders of the Company at the 2001 Annual Meeting of Stockholders). | |
| 10.6 - | Powell Industries, Inc. Directors' Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference). | |
| 10.7 - | Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| 10.8 - | Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| 10.9 - | Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference). | |
| *10.10 - | Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc. and Bank of America, N.A. | |
| *10.11 - | Amended Letter of Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America, N.A. | |
| *21.1 - | Subsidiaries of Powell Industries, Inc. | |
| *23.1 - | Consent of Deloitte & Touche LLP | |
| *23.2 - | Consent of PricewaterhouseCoopers LLP | |
| *31.1 - | Certification of Thomas W. Powell pursuant to Rule 13a-14(a)/15d-14(a). |
54
| *31.2 - | Certification of Don R. Madison pursuant to Rule 13a-14(a)/15d-14(a). | |
| *32.1 - | Certification of Thomas W. Powell Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| *32.2 - | Certification of Don R. Madison Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Date: December 31, 2003
4855