Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Dec. 31, 2013 | Jan. 31, 2014 | |
Document - Document and Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'POWELL INDUSTRIES INC | ' |
Entity Central Index Key | '0000080420 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Common Stock, Shares Outstanding | ' | 11,998,693 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $103,724 | $107,411 |
Accounts receivable, less allowance for doubtful accounts of $673 and $572, respectively | 100,066 | 112,074 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 78,106 | 79,420 |
Inventories, net | 28,557 | 28,963 |
Income taxes receivable | 2,749 | 3,022 |
Deferred income taxes | 5,407 | 4,490 |
Prepaid expenses and other current assets | 5,057 | 6,551 |
Current assets held for sale | 20,903 | 15,409 |
Total Current Assets | 344,569 | 357,340 |
Property, plant and equipment, net | 146,272 | 144,495 |
Goodwill | 1,003 | 1,003 |
Intangible assets, net | 2,289 | 11,612 |
Deferred income taxes | 10,465 | 9,016 |
Other assets | 14,849 | 7,293 |
Long-term assets held for sale | 155 | 144 |
Total Assets | 519,602 | 530,903 |
Current Liabilities: | ' | ' |
Current maturities of long-term debt and capital lease obligations | 400 | 416 |
Income taxes payable | 10,195 | 4,647 |
Accounts payable | 50,539 | 55,528 |
Accrued salaries, bonuses and commissions | 16,451 | 25,799 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 34,130 | 48,334 |
Accrued product warranty | 5,010 | 5,282 |
Other accrued expenses | 8,419 | 10,209 |
Deferred credit-short term | 2,029 | ' |
Current liabilities held for sale | 19,006 | 17,848 |
Total Current Liabilities | 146,179 | 168,063 |
Long-term debt and capital lease obligations, net of current maturities | 2,800 | 3,200 |
Deferred compensation | 4,031 | 3,480 |
Postretirement benefit obligation | 757 | 730 |
Deferred credit-long term | 6,088 | ' |
Long-term liabilities held for sale | 191 | 204 |
Total Liabilities | 160,046 | 175,677 |
Commitments and Contingencies (Note F) | ' | ' |
Stockholders’ Equity: | ' | ' |
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued | ' | ' |
Common stock, par value $.01; 30,000,000 shares authorized; 11,994,712 and 11,970,967 shares issued and outstanding, respectively | 120 | 119 |
Additional paid-in capital | 43,854 | 43,193 |
Retained earnings | 319,249 | 313,987 |
Accumulated other comprehensive loss | -3,667 | -2,073 |
Total Stockholders’ Equity | 359,556 | 355,226 |
Total Liabilities and Stockholders’ Equity | $519,602 | $530,903 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $673 | $572 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 11,994,712 | 11,970,967 |
Common stock, shares outstanding | 11,994,712 | 11,970,967 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
Revenues | $171,872 | $146,858 |
Cost of goods sold | 136,714 | 114,456 |
Gross profit | 35,158 | 32,402 |
Selling, general and administrative expenses | 21,632 | 19,686 |
Research and development expenses | 1,839 | 1,714 |
Amortization of intangible assets | 416 | 415 |
Operating income | 11,271 | 10,587 |
Interest expense | 69 | 61 |
Interest income | -3 | -19 |
Income before income taxes | 11,205 | 10,545 |
Income tax provision | 3,937 | 3,425 |
Income from continuing operations | 7,268 | 7,120 |
Income from discontinued operations, net of tax of $502 and $144 | 987 | 265 |
Net income | $8,255 | $7,385 |
Earnings per share: | ' | ' |
Continuing operations | $0.61 | $0.60 |
Discontinued operations | $0.08 | $0.02 |
Basic earnings per share | $0.69 | $0.62 |
Continuing operations | $0.60 | $0.60 |
Discontinued operations | $0.08 | $0.02 |
Diluted earnings per share | $0.68 | $0.62 |
Weighted average shares: | ' | ' |
Basic | 11,994 | 11,922 |
Diluted | 12,054 | 12,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Operations (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued operations, tax | $502 | $144 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statement of Comprehensive Income (Loss) [Abstract] | ' | ' |
Net income | $8,255 | $7,385 |
Foreign currency translation adjustment | -1,594 | -296 |
Comprehensive income | $6,661 | $7,089 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) |
In Thousands | |||||
Balance at Sep. 30, 2013 | $355,226 | $119 | $43,193 | $313,987 | ($2,073) |
Balance, shares at Sep. 30, 2013 | ' | 11,971 | ' | ' | ' |
Net income | 8,255 | ' | ' | 8,255 | ' |
Foreign currency translation adjustments | -1,594 | ' | ' | ' | -1,594 |
Stock-based compensation | 949 | 1 | 948 | ' | ' |
Stock-based compensation, shares | ' | 24 | ' | ' | ' |
Tax related to share-based compensation | -524 | ' | -524 | ' | ' |
Amortization of restricted stock | 237 | ' | 237 | ' | ' |
Dividends paid - $0.25 per share | -2,993 | ' | ' | -2,993 | ' |
Balance at Dec. 31, 2013 | $359,556 | $120 | $43,854 | $319,249 | ($3,667) |
Balance, shares at Dec. 31, 2013 | ' | 11,995 | ' | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | ' |
Dividends paid per share | $0.25 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | ' | ' |
Net income | $8,255 | $7,385 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 2,562 | 2,657 |
Amortization | 416 | 415 |
Stock-based compensation | 1,185 | 942 |
Bad debt expense (recovery) | 15 | -293 |
Deferred income tax benefit | -2,362 | -180 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | 7,577 | 7,569 |
Costs and billings in excess of estimates on uncompleted contracts | -13,399 | 24,099 |
Inventories | 405 | 1,611 |
Prepaid expenses and other current assets | 1,631 | 798 |
Accounts payable and income taxes payable | 1,053 | -11,459 |
Accrued liabilities | -12,145 | -12,338 |
Other, net | 10,156 | -2 |
Net cash provided by operating activities | 5,349 | 21,204 |
Investing Activities: | ' | ' |
Proceeds from sale of property, plant and equipment | ' | 24 |
Purchases of property, plant and equipment | -5,764 | -13,375 |
Net cash used in investing activities | -5,764 | -13,351 |
Financing Activities: | ' | ' |
Payments on industrial development revenue bonds | -400 | -400 |
Taxes on stock-based compensation | -524 | ' |
Dividends paid | -2,993 | ' |
Payments on short-term and other financing | -16 | -275 |
Net cash used in financing activities | -3,933 | -675 |
Net increase (decrease) in cash and cash equivalents | -4,348 | 7,178 |
Effect of exchange rate changes on cash and cash equivalents | 661 | 149 |
Cash and cash equivalents, beginning of period | 107,411 | 90,040 |
Cash and cash equivalents, end of period | $103,724 | $97,367 |
Overview_and_Summary_of_Signif
Overview and Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2013 | |
Overview and Summary of Significant Accounting Policies | ' |
A. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Overview | |
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. The Nevada corporation was the successor to a company 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 Systems, Inc.; Powell Industries International, B.V.; Switchgear & Instrumentation Limited (S&I) and Powell Canada Inc. | |
We develop, design, manufacture and service custom engineered-to-order equipment and systems for the management and control of electrical energy. Headquartered in Houston, Texas, we serve the transportation, energy, industrial and utility industries. | |
Basis of Presentation | |
These unaudited condensed consolidated financial statements include the accounts of Powell and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. We believe that these financial statements contain all adjustments necessary so that they are not misleading. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Powell and its subsidiaries included in Powell’s Annual Report on Form 10-K for the year ended September 30, 2013, which was filed with the SEC on December 4, 2013. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes. The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, provision for excess and obsolete inventory, goodwill and other intangible assets, self-insurance, warranty accruals and income taxes. The amounts recorded for insurance claims, warranties, legal, income taxes and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience and on various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the amount of liability that should be recorded. Estimates may change as new events occur, additional information becomes available or operating environments change. Actual results may differ from our estimates. | |
New Accounting Standards | |
In August 2012, the Securities and Exchange Commission (SEC) adopted a rule mandated by the Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originate in the Democratic Republic of the Congo or an adjoining country. The final rule applies to a company that uses minerals including tantalum, tin, gold or tungsten. The final rule requires companies to provide disclosure on a new form filed with the SEC, with the first specialized disclosure report due on May 31, 2014, for the 2013 calendar year, and annually on May 31 each year thereafter. We are implementing the processes and procedures to comply with this rule. | |
In March 2013, the FASB issued accounting guidance to resolve the diversity in practice for accounting for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of real estate or conveyance of oil and gas mineral rights) within a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013, which would be our fiscal year ending September 30, 2015. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. | |
In July 2013, the FASB issued accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, which would be our fiscal year ended September 30, 2015. This guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this guidance is not expected to have a significant impact on our consolidated financial position or results of operations. | |
Subsequent events | |
On January 15, 2014, we sold our wholly-owned subsidiary Transdyn, Inc. (Transdyn) to a global provider of electronic toll collection systems, headquartered in Vienna, Austria. See Note I for additional information about this transaction. | |
On February 3, 2014, our Board declared a quarterly cash dividend of $0.25 per share payable to shareholders of record on February 19, 2014. This dividend will be approximately $3.0 million and paid on March 19, 2014. | |
Business Segments | |
Due to the sale of Transdyn discussed above, we have reclassified the assets and liabilities of Transdyn as held for sale within the accompanying condensed consolidated balance sheets as of December 31, 2013 and September 30, 2013 and presented the results of these operations as income from discontinued operations, net of tax, for each of the accompanying statements of operations. | |
While this sale did not result in a material disposition of assets or material reduction to income before income taxes relative to Powell’s consolidated financial statements, the revenues, gross profit, income before taxes and assets of Transdyn comprised a significant majority of those respective amounts previously reported in our Process Control Systems business segment. As we previously only reported two business segments, Electrical Power Products and Process Control Systems, we have removed the presentation of segments in our Notes to Condensed Consolidated Financial Statements. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Earnings Per Share | ' | |||||||
B. EARNINGS PER SHARE | ||||||||
We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common share includes the weighted average of additional shares associated with the incremental effect of dilutive restricted stock and restrictive stock units, as prescribed by the FASB guidance on earnings per share. | ||||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Net income | $ | 8,255 | $ | 7,385 | ||||
Denominator: | ||||||||
Weighted average basic shares | 11,994 | 11,922 | ||||||
Dilutive effect of stock options and restricted stock units | 60 | 78 | ||||||
Weighted average diluted shares with assumed conversions | 12,054 | 12,000 | ||||||
Net earnings per share: | ||||||||
Continuing operations | $ | 0.61 | $ | 0.6 | ||||
Discontinued operations | 0.08 | 0.02 | ||||||
Basic earnings per share | $ | 0.69 | $ | 0.62 | ||||
Continuing operations | $ | 0.6 | $ | 0.6 | ||||
Discontinued operations | 0.08 | 0.02 | ||||||
Diluted earnings per share | $ | 0.68 | $ | 0.62 | ||||
Detail_of_Selected_Balance_She
Detail of Selected Balance Sheet Accounts | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Detail of Selected Balance Sheet Accounts | ' | |||||||
C. DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | ||||||||
Allowance for Doubtful Accounts | ||||||||
Activity in our allowance for doubtful accounts receivable consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 572 | $ | 1,297 | ||||
Increase (decrease) to bad debt expense | 15 | (293 | ) | |||||
Uncollectible accounts written off, net of recoveries | 88 | (77 | ) | |||||
Change in foreign currency translation | (2 | ) | 1 | |||||
Balance at end of period | $ | 673 | $ | 928 | ||||
Inventories: | ||||||||
The components of inventories are summarized below (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Raw materials, parts and subassemblies | $ | 29,327 | $ | 30,077 | ||||
Work-in-progress | 3,967 | 3,818 | ||||||
Provision for excess and obsolete inventory | (4,737 | ) | (4,932 | ) | ||||
Total inventories | $ | 28,557 | $ | 28,963 | ||||
Cost and Estimated Earnings on Uncompleted Contracts | ||||||||
The components of costs and estimated earnings and related amounts billed on uncompleted contracts are summarized below (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Costs incurred on uncompleted contracts | $ | 654,050 | $ | 618,570 | ||||
Estimated earnings | 164,678 | 159,962 | ||||||
818,728 | 778,532 | |||||||
Less: Billings to date | (774,752 | ) | (747,446 | ) | ||||
Net underbilled position | $ | 43,976 | $ | 31,086 | ||||
Included in the accompanying balance sheets under the following captions: | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts – underbilled | $ | 78,106 | $ | 79,420 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts – overbilled | (34,130 | ) | (48,334 | ) | ||||
Net underbilled position | $ | 43,976 | $ | 31,086 | ||||
Warranty Accrual | ||||||||
Activity in our product warranty accrual consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 5,282 | $ | 5,548 | ||||
Increase to warranty expense | 464 | 685 | ||||||
Deduction for warranty charges | (731 | ) | (622 | ) | ||||
Decrease due to foreign currency translations | (5 | ) | (1 | ) | ||||
Balance at end of period | $ | 5,010 | $ | 5,610 | ||||
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||
D. INTANGIBLE ASSETS | ||||||||||||||||||||||||
Intangible assets balances, subject to amortization, at December 31, 2013 and September 30, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||
31-Dec-13 | 30-Sep-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
Purchased technology | $ | 11,749 | $ | (9,608 | ) | $ | 2,141 | $ | 11,749 | $ | (9,489 | ) | $ | 2,260 | ||||||||||
Trade name | 1,136 | (988 | ) | 148 | 1,136 | (967 | ) | 169 | ||||||||||||||||
Supply agreement | − | − | − | 17,580 | (8,397 | ) | 9,183 | |||||||||||||||||
Total | $ | 12,885 | $ | (10,596 | ) | $ | 2,289 | $ | 30,465 | $ | (18,853 | ) | $ | 11,612 | ||||||||||
Amortization of intangible assets recorded for the three months ended December 31, 2013 and 2012 was $0.4 million and $0.4 million, respectively. | ||||||||||||||||||||||||
On August 7, 2006, we purchased certain assets related to the manufacturing of ANSI medium-voltage switchgear and circuit breaker business from General Electric Company (GE). In connection with the acquisition, we entered into a 15 year supply agreement with GE pursuant to which GE would purchase from the Company all of its requirements for ANSI medium-voltage switchgear and circuit breakers and other related equipment and components (the Products) In connection with the acquisition, we recorded an intangible asset related to this supply agreement. On December 30, 2013, the Company and GE amended the supply agreement to allow GE to manufacture similar Products for sale immediately and allow GE to begin purchasing Products from other suppliers beginning December 31, 2014. In return, GE paid us $10 million upon execution of the amended supply agreement and agreed to pay an additional $7 million over three years. We have written off the intangible asset related to the original supply agreement and recorded a deferred credit in the amount of $8.1 million, the amount by which the proceeds from GE exceeded the unamortized balance of our intangible asset. We will be amortizing this deferred credit over the four year life of the agreement. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt | ' | |||||||
E. LONG-TERM DEBT | ||||||||
Long-term debt consisted of the following (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Industrial development revenue bonds | $ | 3,200 | $ | 3,600 | ||||
Capital lease obligations | − | 16 | ||||||
Subtotal long-term debt and capital lease obligations | 3,200 | 3,616 | ||||||
Less current portion | (400 | ) | (416 | ) | ||||
Total long-term debt and capital lease obligations | $ | 2,800 | $ | 3,200 | ||||
US Revolver | ||||||||
In December 2013, we amended and restated our existing credit agreement (Amended Credit Agreement) with a major domestic bank. We entered into this Amended Credit Agreement to, among other things, allow for the payment of dividends and to extend the termination date of the facility. The Amended Credit Agreement provides for a $72.0 million revolving credit facility (U.S. Revolver). Obligations are collateralized by the stock of certain of our subsidiaries. | ||||||||
The interest rate for amounts outstanding under the Amended Credit Agreement for the U.S. Revolver is a floating rate based upon the higher of the Federal Funds Rate plus 0.5%, the bank’s prime rate, or the Eurocurrency rate plus 1.00%. Once the applicable rate is determined, a margin ranging up to 1.75%, as determined by our consolidated leverage ratio, is added to the applicable rate. | ||||||||
The U.S. Revolver provides for the issuance of letters of credit which reduce the amounts that may be borrowed under this revolver. The amount available under the U.S. Revolver was reduced by $19.1 million for our outstanding letters of credit at December 31, 2013. | ||||||||
There were no borrowings outstanding under the U.S. Revolver as of December 31, 2013. Amounts available under the U.S. Revolver were $52.9 million at December 31, 2013. The U.S. Revolver expires on December 31, 2018. | ||||||||
The Amended Credit Agreement contains certain restrictive and maintenance-type covenants, such as restrictions on the amount of capital expenditures allowed. It also contains financial covenants defining various financial measures and the levels of these measures with which we must comply, as well as a “material adverse change” clause. A “material adverse change” is defined as a material change in our operations, business, properties, liabilities or condition (financial or otherwise) or a material impairment of our ability to perform our obligations under our credit agreements. | ||||||||
The Amended Credit Agreement is collateralized by a pledge of 100% of the voting capital stock of each of our domestic subsidiaries and 66% of the voting capital stock of each non-domestic subsidiary, excluding Powell Canada. The Amended Credit Agreement provides for customary events of default and carries cross-default provisions with other existing debt agreements. If an event of default (as defined in the Amended Credit Agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the Amended Credit Agreement, amounts outstanding under the Amended Credit Agreement may be accelerated and may become immediately due and payable. As of December 31, 2013, we were in compliance with all of the financial covenants of the Amended Credit Agreement. | ||||||||
Canadian Revolver | ||||||||
We have a $9.4 million credit agreement with a major international bank in Canada (the Canadian Revolver) to provide working capital support and letters of credit for our operations in Canada. The Canadian Revolver provides for the issuance of letters of credit which reduce the amounts that may be borrowed under this revolver. The amount available under the Canadian Revolver was reduced by $0.1 million for an outstanding letter of credit at December 31, 2013. | ||||||||
There were no borrowings outstanding under the Canadian Revolver as of December 31, 2013. Amounts available under the Canadian Revolver were $9.3 million at December 31, 2013. The Canadian Revolver expires on February 28, 2015. The interest rate for amounts outstanding under the Canadian Revolver is a floating interest rate based upon either the Canadian Prime Rate, or the lender’s Bankers’ Acceptance Rate. Once the applicable rate is determined, a margin of 0.50% to 1.75%, as determined by our consolidated leverage ratio, is added to the applicable rate. | ||||||||
The principal financial covenants are consistent with those described in our Amended Credit Agreement. The Canadian Revolver contains a “material adverse effect” clause. A “material adverse effect” is defined as a material change in the operations of Powell or Powell Canada in relation to our financial condition, property, business operations, expected net cash flows, liabilities or capitalization. | ||||||||
The Canadian Revolver is secured by the assets of our Canadian operations and provides for customary events of default and carries cross-default provisions with our existing debt agreements. If an event of default (as defined in the Canadian Revolver) occurs and is continuing, per the terms and subject to the conditions set forth in the Canadian Revolver, amounts outstanding under the Canadian Revolver may be accelerated and may become immediately due and payable. As of December 31, 2013, we were in compliance with all of the financial covenants of the Canadian Revolver. | ||||||||
Industrial Development Revenue Bonds | ||||||||
We borrowed $8.0 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, Illinois facility. Pursuant to the Bond issuance, a reimbursement agreement between us and a major domestic bank required an issuance by the bank of an irrevocable direct-pay letter of credit (Bond LC), as collateral, to the Bonds’ trustee to guarantee payment of the Bonds’ principal and interest when due. The Bond LC is subject to both early termination and extension provisions customary to such agreements, as well as various covenants, for which we were in compliance at December 31, 2013. While the Bonds mature in 2021, the reimbursement agreement requires annual redemptions of $0.4 million that commenced on October 25, 2002. A sinking fund is used for the redemption of the Bonds. At December 31, 2013, the balance in the restricted sinking fund was approximately $0.1 million and was recorded in cash and cash equivalents. 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 0.18% per year on December 31, 2013. | ||||||||
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies | ' |
F. COMMITMENTS AND CONTINGENCIES | |
Long-Term Debt | |
See Note E herein for discussion of our long-term debt. | |
Letters of Credit and Bonds | |
Certain customers require us to post bank letter of credit guarantees or performance bonds issued by a surety. These guarantees and performance bonds assure that we will perform under the terms of our contract. In the event of default, the counterparty may demand payment from the bank under a letter of credit or performance by the surety under a performance bond. To date, there have been no significant expenses related to either letters of credit or performance bonds for the periods reported. We were contingently liable for secured and unsecured letters of credit of $19.2 million as of December 31, 2013. We also had performance and maintenance bonds totaling $333.3 million that were outstanding, with additional bonding capacity of $66.7 million available, at December 31, 2013. | |
We have an $8.2 million facility agreement (Facility Agreement) between S&I and a large international bank. This Facility Agreement provides S&I the ability to enter into various guarantees, such as forward exchange contracts, currency options and performance bonds. At December 31, 2013, we had outstanding guarantees totaling $4.6 million under this Facility Agreement. | |
The Facility Agreement provides for financial covenants and customary events of default, and carries cross-default provisions with our Amended Credit Facility. If an event of default (as defined in the Facility Agreement) occurs and is continuing, per the terms and subject to the conditions set forth in the Facility Agreement, obligations outstanding under the Facility Agreement may be accelerated and may become or be declared immediately due and payable. As of December 31, 2013, we were in compliance with all of the financial covenants of the Facility Agreement. The Facility Agreement expires in July 2014. | |
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. Although we can give no assurance about the outcome of pending or threatened litigation and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Stock-Based Compensation | ' | |||||||
G. | STOCK-BASED COMPENSATION | |||||||
Refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 for a full description of our existing stock-based compensation plans. | ||||||||
Restricted Stock Units | ||||||||
We issue restricted stock units (RSUs) to certain officers and key employees of the Company. The RSUs vest over a three-year period from their date of issuance. The fair value of the RSUs is based on the closing price of our common stock as reported on the NASDAQ Global Market (NASDAQ) on the grant dates. Sixty-percent of the actual amount of the RSUs earned will be based on the cumulative earnings as reported relative to the three-year performance cycle which begins October 1 of the year granted, and ranges from 0% to 150% of the target RSUs granted. The remaining forty-percent of the RSUs are time-based and vest over a three-year period. At December 31, 2013, there were 137,255 RSUs outstanding. The RSUs do not have voting rights and do not receive dividends on common stock. Additionally, the shares of common stock underlying the RSUs are not considered issued and outstanding until actually issued. | ||||||||
RSU activity (number of shares) is summarized below: | ||||||||
Number of | Weighted | |||||||
Restricted | Average | |||||||
Stock | Fair Value | |||||||
Units | Per Share | |||||||
Outstanding at September 30, 2013 | 81,555 | $ | 38.66 | |||||
Granted | 55,700 | 60.32 | ||||||
Vested | − | − | ||||||
Forfeited | − | − | ||||||
Outstanding at December 31, 2013 | 137,255 | $ | 47.45 | |||||
During the three months ended December 31, 2013 and 2012, we recorded compensation expense of $0.9 million and $0.6 million, respectively, related to the RSUs. | ||||||||
Restricted Stock | ||||||||
We have a Restricted Stock 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. | ||||||||
The 2006 Equity Compensation Plan grants any employee of the Company and its subsidiaries the right to participate in the plan and receive awards. Awards can take the form of options, stock appreciation rights, stock awards and performance unit awards. | ||||||||
During the first quarter of fiscal year 2014 and fiscal year 2013, there was no restricted stock granted under the 2006 Plan. | ||||||||
During the three months ended December 31, 2013 and December 31, 2012, we recorded compensation expense of $0.2 million and $0.5 million, respectively, related to restricted stock grants. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
H. FAIR VALUE MEASUREMENTS | ||||||||||||||||
We measure certain financial assets and liabilities at fair value. Fair value is defined as an “exit price” which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in valuing an asset or liability. The accounting guidance requires the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. As a basis for considering such assumptions and inputs, a fair value hierarchy has been established which identifies and prioritizes three levels of inputs to be used in measuring fair value. | ||||||||||||||||
The three levels of the fair value hierarchy are as follows: | ||||||||||||||||
Level 1 — Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. | ||||||||||||||||
Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions. | ||||||||||||||||
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Fair Value at | |||||||||||||
Active Markets for | Observable | Unobservable Inputs | 31-Dec-13 | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 10,231 | $ | — | $ | — | $ | 10,231 | ||||||||
Total | $ | 10,231 | $ | — | $ | — | $ | 10,231 | ||||||||
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 (in thousands): | ||||||||||||||||
Fair Value Measurements at September 30, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Fair Value at | |||||||||||||
Active Markets for | Observable | Unobservable Inputs | 30-Sep-13 | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 10,531 | $ | — | $ | — | $ | 10,531 | ||||||||
Total | $ | 10,531 | $ | — | $ | — | $ | 10,531 | ||||||||
Cash equivalents, primarily funds held in money market savings instruments, are reported at their current carrying value which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in our Condensed Consolidated Balance Sheets. | ||||||||||||||||
Fair Value of Other Financial Instruments | ||||||||||||||||
Fair value guidance requires certain fair value disclosures, such as those on our long-term debt, to be presented in both interim and annual reports. The estimated fair value amounts of financial instruments have been determined using available market information and valuation methodologies described below. | ||||||||||||||||
Industrial Development Revenue Bond – The fair value of our long-term debt depends primarily on the coupon rate of our industrial development revenue bonds. The carrying value of our long-term debt at December 31, 2013, approximates fair value based on the current coupon rate of the bonds, which is reset weekly, and is classified as a Level 2 input in the fair value measurement hierarchy as there is an active market for the trading of these industrial development revenue bonds. | ||||||||||||||||
There were no transfers between levels within the fair value measurement hierarchy during the three months ended December 31, 2013. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Discontinued Operations | ' | ||||||
I. | DISCONTINUED OPERATIONS | ||||||
On January 15, 2014, we sold our wholly-owned subsidiary Transdyn to a global provider of electronic toll collection systems, headquartered in Vienna, Austria. The purchase price from the sale of this subsidiary totaled $16.0 million, subject to working capital adjustments. We received cash of $14.4 million and the remaining $1.6 million was placed into an escrow account until April 2015, to be released subject to certain contingent obligations. Transdyn’s results were previously reflected in the Process Control Systems business segment. | |||||||
We have reclassified the assets and liabilities of Transdyn as held for sale within the accompanying condensed consolidated balance sheets as of December 31, 2013 and September 30, 2013 and presented the results of these operations as income from discontinued operations, net of tax, for each of the accompanying condensed consolidated statements of operations. | |||||||
Summary comparative financial results of discontinued operations were as follows (in thousands): | |||||||
Three Months Ended | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Revenues | $ | 12,365 | $ | 7,083 | |||
Income from discontinued operations before income taxes | $ | 1,489 | $ | 409 | |||
Taxes | 502 | 144 | |||||
Net income from discontinued operations, net of tax | $ | 987 | $ | 265 | |||
Earnings per share information: | |||||||
Basic | $ | 0.08 | $ | 0.02 | |||
Diluted | $ | 0.08 | $ | 0.02 | |||
The following table presents the assets and liabilities of Transdyn as of December 31, 2013 and September 30, 2013 (in thousands): | |||||||
December 31, | September 30, | ||||||
2013 | 2013 | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 157 | $ | 337 | |||
Accounts receivable | 10,959 | 7,346 | |||||
Contracts in progress | 9,132 | 7,201 | |||||
Inventories, net | 18 | 20 | |||||
Prepaid expenses and other current assets | 637 | 505 | |||||
Current assets held for sale | $ | 20,903 | $ | 15,409 | |||
Long-term assets: | |||||||
Property, plant and equipment, net | $ | 102 | $ | 93 | |||
Other assets | 53 | 51 | |||||
Long-term assets held for sale | $ | 155 | $ | 144 | |||
Current liabilities: | |||||||
Accounts payable | $ | 4,023 | $ | 2,973 | |||
Accrued salaries, bonuses and commissions | 630 | 1,675 | |||||
Billings in excess of cost | 13,713 | 11,867 | |||||
Other accrued expenses and liabilities | 640 | 1,333 | |||||
Current liabilities held for sale | $ | 19,006 | $ | 17,848 | |||
Long-term liabilities held for sale: | |||||||
Other liabilities | $ | 191 | $ | 204 | |||
Overview_and_Summary_of_Signif1
Overview and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2013 | |
Overview | ' |
Overview | |
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. The Nevada corporation was the successor to a company 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 Systems, Inc.; Powell Industries International, B.V.; Switchgear & Instrumentation Limited (S&I) and Powell Canada Inc. | |
We develop, design, manufacture and service custom engineered-to-order equipment and systems for the management and control of electrical energy. Headquartered in Houston, Texas, we serve the transportation, energy, industrial and utility industries. | |
Basis of Presentation | ' |
Basis of Presentation | |
These unaudited condensed consolidated financial statements include the accounts of Powell and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. We believe that these financial statements contain all adjustments necessary so that they are not misleading. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Powell and its subsidiaries included in Powell’s Annual Report on Form 10-K for the year ended September 30, 2013, which was filed with the SEC on December 4, 2013. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes. The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, provision for excess and obsolete inventory, goodwill and other intangible assets, self-insurance, warranty accruals and income taxes. The amounts recorded for insurance claims, warranties, legal, income taxes and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience and on various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the amount of liability that should be recorded. Estimates may change as new events occur, additional information becomes available or operating environments change. Actual results may differ from our estimates. | |
New Accounting Standards | ' |
New Accounting Standards | |
In August 2012, the Securities and Exchange Commission (SEC) adopted a rule mandated by the Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originate in the Democratic Republic of the Congo or an adjoining country. The final rule applies to a company that uses minerals including tantalum, tin, gold or tungsten. The final rule requires companies to provide disclosure on a new form filed with the SEC, with the first specialized disclosure report due on May 31, 2014, for the 2013 calendar year, and annually on May 31 each year thereafter. We are implementing the processes and procedures to comply with this rule. | |
In March 2013, the FASB issued accounting guidance to resolve the diversity in practice for accounting for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of real estate or conveyance of oil and gas mineral rights) within a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013, which would be our fiscal year ending September 30, 2015. We do not expect this guidance to have a material impact on our consolidated financial position or results of operations. | |
In July 2013, the FASB issued accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, which would be our fiscal year ended September 30, 2015. This guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this guidance is not expected to have a significant impact on our consolidated financial position or results of operations. | |
Subsequent Events | ' |
Subsequent events | |
On January 15, 2014, we sold our wholly-owned subsidiary Transdyn, Inc. (Transdyn) to a global provider of electronic toll collection systems, headquartered in Vienna, Austria. See Note I for additional information about this transaction. | |
On February 3, 2014, our Board declared a quarterly cash dividend of $0.25 per share payable to shareholders of record on February 19, 2014. This dividend will be approximately $3.0 million and paid on March 19, 2014. | |
Business Segments | ' |
Business Segments | |
Due to the sale of Transdyn discussed above, we have reclassified the assets and liabilities of Transdyn as held for sale within the accompanying condensed consolidated balance sheets as of December 31, 2013 and September 30, 2013 and presented the results of these operations as income from discontinued operations, net of tax, for each of the accompanying statements of operations. | |
While this sale did not result in a material disposition of assets or material reduction to income before income taxes relative to Powell’s consolidated financial statements, the revenues, gross profit, income before taxes and assets of Transdyn comprised a significant majority of those respective amounts previously reported in our Process Control Systems business segment. As we previously only reported two business segments, Electrical Power Products and Process Control Systems, we have removed the presentation of segments in our Notes to Condensed Consolidated Financial Statements. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Computation of Basic and Diluted Earnings Per Share | ' | |||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Net income | $ | 8,255 | $ | 7,385 | ||||
Denominator: | ||||||||
Weighted average basic shares | 11,994 | 11,922 | ||||||
Dilutive effect of stock options and restricted stock units | 60 | 78 | ||||||
Weighted average diluted shares with assumed conversions | 12,054 | 12,000 | ||||||
Net earnings per share: | ||||||||
Continuing operations | $ | 0.61 | $ | 0.6 | ||||
Discontinued operations | 0.08 | 0.02 | ||||||
Basic earnings per share | $ | 0.69 | $ | 0.62 | ||||
Continuing operations | $ | 0.6 | $ | 0.6 | ||||
Discontinued operations | 0.08 | 0.02 | ||||||
Diluted earnings per share | $ | 0.68 | $ | 0.62 | ||||
Detail_of_Selected_Balance_She1
Detail of Selected Balance Sheet Accounts (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Activity in Allowance for Doubtful Accounts | ' | |||||||
Activity in our allowance for doubtful accounts receivable consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 572 | $ | 1,297 | ||||
Increase (decrease) to bad debt expense | 15 | (293 | ) | |||||
Uncollectible accounts written off, net of recoveries | 88 | (77 | ) | |||||
Change in foreign currency translation | (2 | ) | 1 | |||||
Balance at end of period | $ | 673 | $ | 928 | ||||
Components of Inventories | ' | |||||||
The components of inventories are summarized below (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Raw materials, parts and subassemblies | $ | 29,327 | $ | 30,077 | ||||
Work-in-progress | 3,967 | 3,818 | ||||||
Provision for excess and obsolete inventory | (4,737 | ) | (4,932 | ) | ||||
Total inventories | $ | 28,557 | $ | 28,963 | ||||
Cost and Estimated Earnings on Uncompleted Contracts | ' | |||||||
The components of costs and estimated earnings and related amounts billed on uncompleted contracts are summarized below (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Costs incurred on uncompleted contracts | $ | 654,050 | $ | 618,570 | ||||
Estimated earnings | 164,678 | 159,962 | ||||||
818,728 | 778,532 | |||||||
Less: Billings to date | (774,752 | ) | (747,446 | ) | ||||
Net underbilled position | $ | 43,976 | $ | 31,086 | ||||
Included in the accompanying balance sheets under the following captions: | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts – underbilled | $ | 78,106 | $ | 79,420 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts – overbilled | (34,130 | ) | (48,334 | ) | ||||
Net underbilled position | $ | 43,976 | $ | 31,086 | ||||
Activity in Product Warranty Accrual | ' | |||||||
Activity in our product warranty accrual consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 5,282 | $ | 5,548 | ||||
Increase to warranty expense | 464 | 685 | ||||||
Deduction for warranty charges | (731 | ) | (622 | ) | ||||
Decrease due to foreign currency translations | (5 | ) | (1 | ) | ||||
Balance at end of period | $ | 5,010 | $ | 5,610 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Schedule of Intangible Assets Subject to Amortization | ' | |||||||||||||||||||||||
Intangible assets balances, subject to amortization, at December 31, 2013 and September 30, 2013 consisted of the following (in thousands): | ||||||||||||||||||||||||
31-Dec-13 | 30-Sep-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Value | Value | Value | Value | |||||||||||||||||||||
Purchased technology | $ | 11,749 | $ | (9,608 | ) | $ | 2,141 | $ | 11,749 | $ | (9,489 | ) | $ | 2,260 | ||||||||||
Trade name | 1,136 | (988 | ) | 148 | 1,136 | (967 | ) | 169 | ||||||||||||||||
Supply agreement | − | − | − | 17,580 | (8,397 | ) | 9,183 | |||||||||||||||||
Total | $ | 12,885 | $ | (10,596 | ) | $ | 2,289 | $ | 30,465 | $ | (18,853 | ) | $ | 11,612 | ||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Components of Long-Term Debt | ' | |||||||
Long-term debt consisted of the following (in thousands): | ||||||||
December 31, | September 30, | |||||||
2013 | 2013 | |||||||
Industrial development revenue bonds | $ | 3,200 | $ | 3,600 | ||||
Capital lease obligations | − | 16 | ||||||
Subtotal long-term debt and capital lease obligations | 3,200 | 3,616 | ||||||
Less current portion | (400 | ) | (416 | ) | ||||
Total long-term debt and capital lease obligations | $ | 2,800 | $ | 3,200 | ||||
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 3 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Schedule of Restricted Stock Units Activity | ' | |||||||
RSU activity (number of shares) is summarized below: | ||||||||
Number of | Weighted | |||||||
Restricted | Average | |||||||
Stock | Fair Value | |||||||
Units | Per Share | |||||||
Outstanding at September 30, 2013 | 81,555 | $ | 38.66 | |||||
Granted | 55,700 | 60.32 | ||||||
Vested | − | − | ||||||
Forfeited | − | − | ||||||
Outstanding at December 31, 2013 | 137,255 | $ | 47.45 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value of Assets Measured on Recurring Basis | ' | |||||||||||||||
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Fair Value at | |||||||||||||
Active Markets for | Observable | Unobservable Inputs | 31-Dec-13 | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 10,231 | $ | — | $ | — | $ | 10,231 | ||||||||
Total | $ | 10,231 | $ | — | $ | — | $ | 10,231 | ||||||||
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 (in thousands): | ||||||||||||||||
Fair Value Measurements at September 30, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Fair Value at | |||||||||||||
Active Markets for | Observable | Unobservable Inputs | 30-Sep-13 | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 10,531 | $ | — | $ | — | $ | 10,531 | ||||||||
Total | $ | 10,531 | $ | — | $ | — | $ | 10,531 | ||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Income Statements | ' | ||||||
Schedule of Discontinued Operations | ' | ||||||
Summary comparative financial results of discontinued operations were as follows (in thousands): | |||||||
Three Months Ended | |||||||
December 31, | |||||||
2013 | 2012 | ||||||
Revenues | $ | 12,365 | $ | 7,083 | |||
Income from discontinued operations before income taxes | $ | 1,489 | $ | 409 | |||
Taxes | 502 | 144 | |||||
Net income from discontinued operations, net of tax | $ | 987 | $ | 265 | |||
Earnings per share information: | |||||||
Basic | $ | 0.08 | $ | 0.02 | |||
Diluted | $ | 0.08 | $ | 0.02 | |||
Balance Sheets | ' | ||||||
Schedule of Discontinued Operations | ' | ||||||
The following table presents the assets and liabilities of Transdyn as of December 31, 2013 and September 30, 2013 (in thousands): | |||||||
December 31, | September 30, | ||||||
2013 | 2013 | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 157 | $ | 337 | |||
Accounts receivable | 10,959 | 7,346 | |||||
Contracts in progress | 9,132 | 7,201 | |||||
Inventories, net | 18 | 20 | |||||
Prepaid expenses and other current assets | 637 | 505 | |||||
Current assets held for sale | $ | 20,903 | $ | 15,409 | |||
Long-term assets: | |||||||
Property, plant and equipment, net | $ | 102 | $ | 93 | |||
Other assets | 53 | 51 | |||||
Long-term assets held for sale | $ | 155 | $ | 144 | |||
Current liabilities: | |||||||
Accounts payable | $ | 4,023 | $ | 2,973 | |||
Accrued salaries, bonuses and commissions | 630 | 1,675 | |||||
Billings in excess of cost | 13,713 | 11,867 | |||||
Other accrued expenses and liabilities | 640 | 1,333 | |||||
Current liabilities held for sale | $ | 19,006 | $ | 17,848 | |||
Long-term liabilities held for sale: | |||||||
Other liabilities | $ | 191 | $ | 204 | |||
Overview_and_Summary_of_Signif2
Overview and Summary of Significant Accounting Policies (Narrative) (Details) (Subsequent Event, USD $) | 3 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Subsequent Event | ' |
Summary Of Significant Accounting Policies [Line Items] | ' |
Devidend declared date | 3-Feb-14 |
Devidend decladed per share | $0.25 |
Devidend payable record date | 19-Feb-14 |
Agregate amount of dividend declared | $3 |
Devidend payment date | 19-Mar-14 |
Earnings_Per_Share_Computation
Earnings Per Share (Computation of Basic and Diluted Earnings per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | ' | ' |
Net income | $8,255 | $7,385 |
Denominator: | ' | ' |
Weighted average basic shares | 11,994 | 11,922 |
Dilutive effect of stock options and restricted stock units | 60 | 78 |
Weighted average diluted shares with assumed conversions | 12,054 | 12,000 |
Net earnings per share: | ' | ' |
Continuing operations | $0.61 | $0.60 |
Discontinued operations | $0.08 | $0.02 |
Basic earnings per share | $0.69 | $0.62 |
Continuing operations | $0.60 | $0.60 |
Discontinued operations | $0.08 | $0.02 |
Diluted earnings per share | $0.68 | $0.62 |
Detail_of_Selected_Balance_She2
Detail of Selected Balance Sheet Accounts (Activity in Allowance for Doubtful Accounts) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Detail of Selected Balance Sheet Accounts [Abstract] | ' | ' |
Balance at beginning of period | $572 | $1,297 |
Increase (decrease) to bad debt expense | 15 | -293 |
Uncollectible accounts written off, net of recoveries | 88 | -77 |
Change in foreign currency translation | -2 | 1 |
Balance at end of period | $673 | $928 |
Detail_of_Selected_Balance_She3
Detail of Selected Balance Sheet Accounts (Components of Inventories) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Detail of Selected Balance Sheet Accounts [Abstract] | ' | ' |
Raw materials, parts and subassemblies | $29,327 | $30,077 |
Work-in-progress | 3,967 | 3,818 |
Provision for excess and obsolete inventory | -4,737 | -4,932 |
Total inventories | $28,557 | $28,963 |
Detail_of_Selected_Balance_She4
Detail of Selected Balance Sheet Accounts (Cost and Estimated Earnings on Uncompleted Contracts) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Detail of Selected Balance Sheet Accounts [Abstract] | ' | ' |
Costs incurred on uncompleted contracts | $654,050 | $618,570 |
Estimated earnings | 164,678 | 159,962 |
Total | 818,728 | 778,532 |
Less: Billings to date | -774,752 | -747,446 |
Net underbilled position | 43,976 | 31,086 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 78,106 | 79,420 |
Billings in excess of costs and estimated earnings on uncompleted contracts – overbilled | -34,130 | -48,334 |
Net underbilled position | $43,976 | $31,086 |
Detail_of_Selected_Balance_She5
Detail of Selected Balance Sheet Accounts (Activity in Product Warranty Accrual) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Detail of Selected Balance Sheet Accounts [Abstract] | ' | ' |
Balance at beginning of period | $5,282 | $5,548 |
Increase to warranty expense | 464 | 685 |
Deduction for warranty charges | -731 | -622 |
Increase (decrease) due to foreign currency translations | -5 | -1 |
Balance at end of period | $5,010 | $5,610 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets Subject to Amortization) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $12,885 | $30,465 |
Accumulated Amortization | -10,596 | -18,853 |
Net Carrying Value | 2,289 | 11,612 |
Purchased Technology | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 11,749 | 11,749 |
Accumulated Amortization | -9,608 | -9,489 |
Net Carrying Value | 2,141 | 2,260 |
Trade Names | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 1,136 | 1,136 |
Accumulated Amortization | -988 | -967 |
Net Carrying Value | 148 | 169 |
Supply Agreement | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | ' | 17,580 |
Accumulated Amortization | ' | -8,397 |
Net Carrying Value | ' | $9,183 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Amortization of intangible assets | $416,000 | $415,000 |
Deferred credit amortization period | 'Four year | ' |
General Electric Company | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets acquired | 10,000,000 | ' |
Additional amount paid on execution of agreement | 7,000,000 | ' |
Acquired finite-lived intangible assets, period | '3 years | ' |
Deferred credit | $8,100,000 | ' |
Supply Agreement | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Useful life of intangible assets | '15 years | ' |
LongTerm_Debt_Components_of_Lo
Long-Term Debt (Components of Long-Term Debt) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Long-Term Debt [Abstract] | ' | ' |
Industrial development revenue bonds | $3,200 | $3,600 |
Capital lease obligations | ' | 16 |
Subtotal long-term debt and capital lease obligations | 3,200 | 3,616 |
Less current portion | -400 | -416 |
Long-term debt and capital lease obligations, net of current maturities | $2,800 | $3,200 |
Long_Term_Debt_Narrative_Detai
Long Term Debt (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2001 |
U.S. Revolver | U.S. Revolver | Canadian Revolver | Canadian Revolver | Canadian Revolver | Industrial Development Revenue Bonds | Industrial Development Revenue Bonds | ||
Maximum | Maximum | Minimum | ||||||
Line Of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility | ' | $72,000,000 | ' | ' | ' | ' | ' | ' |
Revolving credit interest rate | ' | 'The interest rate for amounts outstanding under the Amended Credit Agreement for the U.S. Revolver is a floating rate based upon the higher of the Federal Funds Rate plus 0.5%, the bank’s prime rate, or the Eurocurrency rate plus 1.00%. | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | 0.50% | ' | ' | ' | ' | ' | ' |
Margin | ' | ' | 1.75% | ' | 1.75% | 0.50% | ' | ' |
Outstanding letters of credit | ' | 19,100,000 | ' | 100,000 | ' | ' | ' | ' |
Amount of credit facility remaining borrowing capacity | ' | 52,900,000 | ' | 9,300,000 | ' | ' | ' | ' |
Credit facility expiration date | ' | 31-Dec-18 | ' | 28-Feb-15 | ' | ' | ' | ' |
Percentage of voting capital stock pledged as collateral | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Non-domestic subsidiaries of voting capital stock | ' | 66.00% | ' | ' | ' | ' | ' | ' |
Revolving credit facility, current borrowing capacity | ' | ' | ' | 9,400,000 | ' | ' | ' | ' |
Borrowings | ' | ' | ' | ' | ' | ' | ' | 8,000,000 |
Reimbursement agreement requires annual redemptions | ' | ' | ' | ' | ' | ' | 400,000 | ' |
Balance in the restricted sinking fund | $100,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | 0.18% | ' |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Financial Standby Letter of Credit | Performance Guarantee | S&I | ||
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Guarantee liability | ' | $19,200,000 | $333,300,000 | $4,600,000 |
Additional bonding capacity | 66,700,000 | ' | ' | ' |
Revolving credit facility | ' | ' | ' | $8,200,000 |
Stock_Based_Compensation_Narra
Stock Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Restricted Stock Units (RSUs) | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Unvested restricted stock outstanding | 137,255 | ' | 81,555 |
Compensation expense | $0.90 | $0.60 | ' |
Restricted Stock Units (RSUs) | Performance Based Restricted Stock Unit | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Actual amount of RSUs earned based on cumulative earnings | 60.00% | ' | ' |
Performance cycle | '3 years | ' | ' |
Restricted Stock Units (RSUs) | Time Based Restricted Stock Unit | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Target RSUs granted range | 40.00% | ' | ' |
Restricted Stock | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Compensation expense | $0.20 | $0.50 | ' |
Minimum | Restricted Stock Units (RSUs) | Performance Based Restricted Stock Unit | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Target RSUs granted range | 0.00% | ' | ' |
Maximum | Restricted Stock Units (RSUs) | Performance Based Restricted Stock Unit | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Target RSUs granted range | 150.00% | ' | ' |
Stock_Based_Compensation_Sched
Stock Based Compensation (Schedule of Restricted Stock Units Activity) (Details) (Restricted Stock Units (RSUs), USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Restricted Stock Units (RSUs) | ' |
Stock-Based Compensation [Abstract] | ' |
Outstanding Beginning Balance, Number of Restricted Stock Units | 81,555 |
Granted, Number of Restricted Stock Units | 55,700 |
Vested, Number of Restricted Stock Units | ' |
Forfeited, Number of Restricted Stock Units | ' |
Outstanding Ending balance, Number of Restricted Stock Units | 137,255 |
Outstanding Beginning Balance, Weighted Average Fair Value Per Share | $38.66 |
Granted, Weighted Average Fair Value Per Share | $60.32 |
Vested, Weighted Average Fair Value Per Share | ' |
Forfeited, Weighted Average Fair Value Per Share | ' |
Outstanding Ending balance, Weighted Average Fair Value Per Share | $47.45 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value of Assets Measured on Recurring Basis) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash equivalents | $10,231 | $10,531 |
Total | 10,231 | 10,531 |
Quoted Prices In Active Markets For Identical Assets (Level 1) | ' | ' |
Assets | ' | ' |
Cash equivalents | 10,231 | 10,531 |
Total | 10,231 | 10,531 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Assets | ' | ' |
Cash equivalents | ' | ' |
Total | ' | ' |
Significant Unobservable Inputs (Level 3) | ' | ' |
Assets | ' | ' |
Cash equivalents | ' | ' |
Total | ' | ' |
Discontinued_Operations_Schedu
Discontinued Operations (Schedule of Operating Results) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' | ' |
Revenues | $12,365 | $7,083 |
Income from discontinued operations before income taxes | 1,489 | 409 |
Taxes | 502 | 144 |
Net income from discontinued operations, net of tax | $987 | $265 |
Earnings per share information: | ' | ' |
Basic | $0.08 | $0.02 |
Diluted | $0.08 | $0.02 |
Discontinued_Operations_Schedu1
Discontinued Operations (Schedule of Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $157 | $337 |
Accounts receivable | 10,959 | 7,346 |
Contracts in progress | 9,132 | 7,201 |
Inventories, net | 18 | 20 |
Prepaid expenses and other current assets | 637 | 505 |
Current assets held for sale | 20,903 | 15,409 |
Long-term assets: | ' | ' |
Property, plant and equipment, net | 102 | 93 |
Other assets | 53 | 51 |
Long-term assets held for sale | 155 | 144 |
Current liabilities: | ' | ' |
Accounts payable | 4,023 | 2,973 |
Accrued salaries, bonuses and commissions | 630 | 1,675 |
Billings in excess of cost | 13,713 | 11,867 |
Other accrued expenses and liabilities | 640 | 1,333 |
Current liabilities held for sale | 19,006 | 17,848 |
Long-term liabilities held for sale: | ' | ' |
Other liabilities | $191 | $204 |
Discontinued_Operations_Narrat
Discontinued Operations (Narrative) (Details) (Subsequent Event, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jan. 15, 2014 |
Subsequent Event | ' |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ' |
Purchase price from the sale of Transdyn, Inc | $16 |
Cash received from sale of subsidiary | 14.4 |
Escrow cash | $1.60 |