UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark one)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended January 31, 1995
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 0-6050
POWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0106100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8550 MOSLEY DRIVE, HOUSTON, TEXAS 77075-1180
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 944-6900
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.
Yes /X/ No / /
Common Stock, par value $.01 per share; 10,517,704 shares outstanding on
January 31, 1995.
POWELL INDUSTRIES, INC.
PART I - Financial Information
Item 1. Financial Statements ........................... 3 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Quarterly
Results of Operations ....................... 8 - 9
PART II - Other Information and Signatures ...................... 10 - 12
2
Powell Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share Data)
January 31, October 31,
Assets 1995 1994
--------- ---------
Current Assets: (unaudited)
Cash and cash equivalents .................... $ 2,732 $ 7,598
Accounts receivable, less allowance for
doubtful accounts of $1,071 and $1,061,
respectively ............................... 36,709 33,976
Costs and estimated earnings in excess
of billings ................................ 8,973 7,338
Inventories .................................. 17,478 14,899
Deferred income taxes ........................ 2,019 2,134
Prepaid expenses and other current assets .... 1,845 1,327
--------- ---------
Total Current Assets ....................... 69,756 67,272
Property, plant and equipment, net ............. 15,585 15,659
Deferred income taxes, noncurrent .............. 1,524 1,390
Other assets ................................... 6,290 6,423
--------- ---------
Total Assets ............................... $ 93,155 $ 90,744
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts and income taxes payable ............ $ 10,513 $ 9,217
Accrued salaries, bonuses and commissions .... 3,344 4,612
Accrued product warranty ..................... 3,524 3,679
Other accrued expenses ....................... 3,968 5,372
Billings in excess of costs and estimated
earnings ................................... 5,312 2,350
Notes payable and current maturities of
long-term debt ............................. 2,813 2,813
--------- ---------
Total Current Liabilities .................. 29,474 28,043
Long-term debt ................................. 6,563 6,563
Deferred compensation expense .................. 1,951 1,887
Postretirement benefits liability .............. 2,571 2,595
Stockholders' Equity:
Preferred stock, 5,000,000 shares
authorized; none issued
Common stock, par value $.01 a share;
15,000,000 shares authorized; 10,517,704
and 10,492,704 shares issued and
outstanding ................................ 105 105
Additional paid-in capital ................... 4,906 4,906
Retained earnings ............................ 51,290 50,485
Deferred compensation-ESOP ................... (3,705) (3,840)
--------- ---------
Total Stockholders' Equity ................. 52,596 51,656
--------- ---------
Total Liabilities and Stockholders' Equity . $ 93,155 $ 90,744
========= =========
The accompanying notes are an integral part
of these consolidated financial statements.
3
Powell Industries, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands, Except Per Share Data)
Three Months
Ended January 31,
--------------------------
1995 1994
---------- ----------
Revenues ....................................... $36,589 $34,342
Cost of goods sold ............................. 28,998 26,993
---------- ----------
Gross profit ................................... 7,591 7,349
Selling, general and administrative expenses ... 6,337 6,269
---------- ----------
Earnings from operations ....................... 1,254 1,080
Interest, net .................................. 122 203
---------- ----------
Net earnings before income taxes ............... 1,132 877
Income tax provision ........................... 329 249
---------- ----------
Net earnings ................................... $803 $628
========== ==========
---------- ----------
Net earnings per common share .................. $0.08 $0.06
========== ==========
Weighted average number of common
shares outstanding ........................... 10,517,704 10,492,704
========== ==========
The accompanying notes are an integral part
of these consolidated financial statements.
4
Powell Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(In Thousands)
Three Months
Ended January 31,
----------------------
1995 1994
------- --------
Operating Activities:
Net earnings .................................... $ 803 $ 628
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization ................. 851 821
Deferred income taxes ......................... (19) (732)
Postretirement benefit liability .............. (24) 412
Changes in operating assets and liabilities:
Accounts receivable ......................... (2,733) (1,907)
Costs and estimated earnings in excess of
billings ................................... (1,635) 2,751
Inventories ................................. (2,579) (2,343)
Prepaid expenses and other current assets ... (518) (659)
Other assets ................................ (12) 137
Accounts and income taxes payable ........... 1,296 (1,845)
Accrued liabilities ......................... (2,626) (521)
Billings in excess of costs and estimated
earnings ................................... 2,962 (512)
------- --------
Net cash used in operating activities ............. (4,234) (3,770)
------- --------
Investing Activities:
Purchases of property, plant, and equipment ..... (632) (546)
Acquisition of Transdyn Controls, Inc. .......... -- (1,539)
------- --------
Net cash used in investing activities ............. (632) (2,085)
------- --------
Net decrease in cash and cash equivalents ......... (4,866) (5,855)
Cash and cash equivalents at beginning of period .. 7,598 13,118
------- --------
Cash and cash equivalents at end of period ........ $ 2,732 $ 7,263
======= ========
The accompanying notes are an integral part
of these consolidated financial statements.
5
Part I
Item 1
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion of
management, reflect all adjustments which are of a normal recurring nature
necessary for a fair presentation of financial position, results of operations,
and statements of cash flows. Certain reclassifications of prior year amounts
were made to conform to the classifications used in fiscal 1995.
B. INVENTORY
January 31, October 31,
1995 1994
(unaudited)
------- -------
The components of inventory are summarized
below (in thousands):
Raw materials and subassemblies .............. $10,719 $ 9,392
Work-in-process .............................. 6,759 5,507
------- -------
Total inventories ............................ $17,478 $14,899
======= =======
C. PROPERTY, PLANT AND EQUIPMENT
January 31, October 31,
1995 1994
(unaudited)
------- -------
Property, plant and equipment is summarized
below (in thousands):
Land ............................................. $ 2,514 $ 2,514
Buildings and improvements ....................... 14,329 14,282
Machinery and equipment .......................... 22,159 21,863
Furniture & fixtures ............................. 3,053 3,076
Construction in process .......................... 482 247
------- -------
42,537 41,982
Less-accumulated depreciation .................... 26,952 26,323
------- -------
Total property, plant and equipment, net ......... $15,585 $15,659
======= =======
6
D. OTHER FINANCIAL INFORMATION
Quarter Ended
January 31,
--------------------
1995 1994
---- ----
Supplemental disclosure of cash flow
information (in thousands):
Cash paid during the quarter for:
Interest .................................... $488 $640
==== ====
Income taxes ................................ $275 $ 0
==== ====
E. PRODUCTION CONTRACTS
For contracts in which the percentage-of-completion method is used, costs
and estimated earnings in excess of billings are shown as a current asset and
billings in excess of costs and estimated earnings are shown as a current
liability.
January 31, October 31,
1995 1994
(unaudited)
----------- ----------
The components of these contracts are
as follows (in thousands):
Costs and estimated earnings ................. $ 23,185 $ 33,258
Progress billings ............................ (14,212) (25,920)
-------- --------
Total costs and estimated earnings in
excess of billings .......................... $ 8,973 $ 7,338
======== ========
Progress billings ............................ $ 28,812 $ 12,556
Costs and estimated earnings ................. (23,500) (10,206)
-------- --------
Total billings in excess of costs and
estimated earnings .......................... $ 5,312 $ 2,350
======== ========
7
Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND QUARTERLY RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During 1990, the Company concluded a private placement of $15,000,000 in term
notes, of which $9,376,000 was outstanding as of January 31, 1995. These notes
are unsecured with a fixed interest rate of 10.4 percent. The notes mature
through June 1997, with the next payment of $2,813,000 due in June 1995.
The Company also has a revolving line of credit, with a major domestic bank, of
$10,000,000, which was amended in April 1994, to extend the maturity date to
November 1, 1995. As of January 31, 1995 and October 31, 1994, none of this line
was outstanding.
The Company's ability to satisfy its cash requirements is evaluated by analyzing
key measures of liquidity applicable to the Company. The following table is a
summary of the measures which are significant to management:
January 31, October 31, January 31,
1995 1994 1994
----------- ----------- -----------
Working Capital......... $40,282,000 $39,229,000 $40,432,000
Current Ratio........... 2.37 to 1 2.40 to 1 2.64 to 1
Debt to Capitalization.. .15 to 1 .15 to 1 .21 to 1
The consolidated statements of cash flows show that approximately $4,866,000 of
cash was used during the quarter ended January 31, 1995. The increases in
accounts receivables and inventories were due to the increased volume of
business and were the major uses of cash along with the reduction of accrued
liabilities for incentive compensation, legal and insurance. Billings in excess
of costs and estimated earnings increased and had a positive effect on the
Company's cash flow during the quarter. The increase in this account reflects
the increase in the amount of progress billings in advance of costs incurred
during the period. The use of cash for capital expenditures during the quarter
was $632,000 which, was mainly invested in machinery and equipment.
The Company's fiscal 1995 asset management program will continue to focus on the
collection of receivables and reduction in inventories. The Company plans to
satisfy its fiscal 1995 capital requirements and operating needs primarily with
funds available in cash and cash equivalents of $2,732,000, funds generated from
operating activities and funds available under its existing revolving credit
line.
8
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of revenues, certain items from
the Consolidated Statements of Operations.
Quarters Ended January 31 1995 1994
- -----------------------------------------------------------------------------
Revenues ............................................. 100.0% 100.0%
Gross Profit ......................................... 20.7 21.4
Selling, general and administration expenses ......... 17.3 18.3
Interest, net ........................................ .3 .6
Net earnings before income tax ....................... 3.1 2.6
Income tax provision ................................. .9 .8
Net earnings ......................................... 2.2 1.8
REVENUES for the quarter ended January 31, 1995 were up seven percent to
$36,589,000 from $34,342,000 in the first quarter of last year. This increase in
volume was due to higher electrical distribution equipment product line revenues
which were partially offset by lower revenues from process control product
lines.
GROSS PROFIT, as a percentage of revenues, was 20.7 percent and 21.4 percent for
the quarters ended January 31, 1995 and 1994. The lower percent in 1995 was due
to change in product mix shipped during 1995.
SELLING, GENERAL AND ADMINISTRATION EXPENSE as a percentage of revenues was
17.3% and 18.3% for the quarters ended January 31, 1995 and 1994. The change in
percent shows the effect of higher revenue volume without corresponding
increases in expense.
INTEREST, NET is lower in 1995 than in 1994 due to the reduction in outstanding
debt.
INCOME TAX PROVISION The effective tax rate was 29.0% and 28.4% for the quarters
ended January 31, 1995 and 1994. The lower than statutory rates are due to
foreign sales corporation credits.
NET EARNINGS were $803,000 or $.08 per share for the first three months of
fiscal 1995, an increase of 28 percent from $628,000 or $.06 per share for the
same period last year. This increase was due to the higher volume and lower
interest expense. The interest expense improvement was due to lower debt.
The order backlog at January 31, 1995 was $102,200,000 compared to $113,200,000
at October 31, 1994. The decrease was primarily the result of a cancellation of
a large order for a gas turbine package.
9
Part II
OTHER INFORMATION
ITEM 1. Legal Proceedings
As previously reported in the Company's Form 10-K filed for the
fiscal year ended October 31, 1994, on January 4, 1995 a Stay of
proceedings in the lawsuit filed by National Westminster Bank Plc
("Natwest") against the Company, Empire Energy Management Systems,
Inc., and others, was granted until 30 days after delivery to the
court of a copy of the decision of the Armed Services Board of
Contract Appeals on Empire Energy's motion for summary judgment in
its proceeding against the Air Force for breach of contract and
wrongful termination, but not longer than June 13, 1995. This
lawsuit was filed in federal district court, Southern District of
New York, was served on the Company on August 5, 1993, alleges that
the Company defaulted on a Construction Guaranty provided to NatWest
in 1992 in connection with a project at MacDill Air Force Base, and
seeks damages in excess of $20 million. The Company has denied the
substantive allegations of the lawsuit and has filed counterclaims
for damages against NatWest alleging bad faith and failure to
preserve and protect its collateral, and seeking a declaratory
judgment that the Company is not in default of the Construction
Guaranty.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
Exhibit 27.0 Financial Data Schedule
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POWELL INDUSTRIES, INC.
Registrant
MARCH 15, 1995 THOMAS W. POWELL
Date Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)
MARCH 15, 1995 J.F. AHART
Date J.F. Ahart
Vice President,
Secretary-Treasurer
Chief Financial Officer
(Principal Financial and Accounting Officer)
11