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, 2000

[ ] 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 Identification No.)
incorporation or organization)

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; 10,613,000 shares outstanding on January
31, 2000.

Powell Industries, Inc. and Subsidiaries

Part I - Financial Information

Item 1. Financial Statements................................................................3-8

Item 2. Management's Discussion and Analysis of
Financial Condition and Quarterly
Results of Operations...........................................................9-10

Item 3. Quantitative and Qualitative Disclosures
About Market Risk.................................................................11

Part II - Other Information and Signatures...........................................................12-13

2
3

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

JANUARY 31, OCTOBER 31,
2000 1999
----------- -----------
ASSETS (UNAUDITED)

Current Assets:
Cash and cash equivalents ............................................... $ 7,600 $ 10,646
Accounts receivable, less allowance for doubtful accounts of
$897 and $852, respectively ......................................... 39,961 43,003
Costs and estimated earnings in excess of billings ...................... 21,490 16,191
Inventories ............................................................. 18,772 15,173
Deferred income taxes ................................................... 1,612 1,028
Prepaid expenses and other current assets ............................... 2,332 1,795
---------- ----------
Total Current Assets ................................................ 91,767 87,836

Property, plant and equipment, net ........................................... 32,772 33,286
Deferred income taxes ........................................................ 337 1,316
Other assets ................................................................. 5,321 5,093
---------- ----------
Total Assets ........................................................ $ 130,197 $ 127,531
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt .................................... $ 1,429 $ 2,429
Accounts and income taxes payable ....................................... 13,701 9,911
Accrued salaries, bonuses and commissions ............................... 4,897 5,447
Accrued product warranty ................................................ 1,238 1,335
Other accrued expenses .................................................. 4,558 4,727
Billings in excess of costs and estimated earnings ...................... 4,421 4,205
---------- ----------
Total Current Liabilities ........................................... 30,244 28,054

Long-term debt, net of current maturities .................................... 6,787 7,143
Deferred compensation expense ................................................ 1,186 1,127
Postretirement benefits liability ............................................ 393 435
---------- ----------
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $.01; 5,000 shares authorized; none issued
Common stock, par value $.01; 30,000 shares authorized; 10,694 and
10,675 shares issued ................................................ 107 107
Additional paid-in capital .............................................. 6,074 6,043
Retained earnings ....................................................... 88,666 87,364
Treasury stock (81 shares at cost) ...................................... (574) --
Deferred compensation-ESOP .............................................. (2,686) (2,742)
---------- ----------

Total Stockholders' Equity .......................................... 91,587 90,772
---------- ----------

Total Liabilities and Stockholders' Equity .......................... $ 130,197 $ 127,531
========== ==========

The accompanying notes are an integral part of these
consolidated financial statements.

3
4

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THREE MONTHS ENDED JANUARY 31,
2000 1999
-------- --------

Revenues ..................................................................... $ 49,490 $ 54,134

Cost of goods sold ........................................................... 40,449 43,202
-------- --------

Gross profit ................................................................. 9,041 10,932

Selling, general and administrative expenses ................................. 7,126 7,511
-------- --------

Earnings from operations before interest and income taxes .................... 1,915 3,421

Interest expense (income), net ............................................... (57) 136
-------- --------

Earnings from operations before income taxes ................................. 1,972 3,285

Income tax provision ......................................................... 668 1,107
-------- --------

Net earnings ................................................................. $ 1,304 $ 2,178
======== ========

Net earnings per common share:

Basic ..................................................................... $ .12 $ .20
Diluted ................................................................... .12 .20

Weighted average number of common shares outstanding ......................... 10,657 10,659
======== ========

Weighted average number of common and common equivalent shares outstanding ... 10,715 10,733
======== ========

The accompanying notes are an integral part of these
consolidated financial statements.

4
5

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(IN THOUSANDS)

THREE MONTHS ENDED JANUARY 31,
2000 1999
-------- --------

Operating Activities:
Net earnings ...................................................... $ 1,304 $ 2,178
Adjustments to reconcile net earnings to net cash used in
operating activities:
Depreciation and amortization ................................. 1,212 1,082
Deferred income tax provision ................................. 396 322
Postretirement benefits liability ............................. (42) (12)
Changes in operating assets and liabilities:
Accounts receivable, net ................................. 3,042 (4,326)
Costs and estimated earnings in excess of billings ....... (5,299) 1,584
Inventories .............................................. (3,599) (1,504)
Prepaid expenses and other current assets ................ (537) (1,608)
Other assets ............................................. (228) (267)
Accounts payable and income taxes payable or receivable .. 3,790 (977)
Accrued liabilities ...................................... (816) (2,844)
Billings in excess of costs and estimated earnings ....... 216 2,533
Deferred compensation expense ............................ 59 42
-------- --------

Net cash used in operating activities ................ (502) (3,797)

Investing Activities:
Purchases of property, plant and equipment ........................ (643) (850)
-------- --------

Net cash used in investing activities ......................... (643) (850)
-------- --------

Financing Activities:
Borrowings of long-term debt ...................................... -- 10,600
Repayment of long-term debt ....................................... (1,357) (4,386)
Payments to reacquire common stock ................................ (574) --
Exercise of stock options ......................................... 30 22
-------- --------
Net cash provided by (used in) financing activities ........... (1,901) 6,236
-------- --------

Net increase (decrease) in cash and cash equivalents ................... (3,046) 1,589
Cash and cash equivalents at beginning of period ....................... 10,646 601
-------- --------

Cash and cash equivalents at end of period ............................. $ 7,600 $ 2,190
======== ========

Supplemental disclosure of cash flow information (in thousands):

Cash paid during the quarter for:
Interest ...................................................... $ 157 $ 213
======== ========

Income taxes .................................................. -- --
======== ========

The accompanying notes are an integral part of these
consolidated financial statements.

5
6

Part I
Item 1

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION

The accompanying unaudited condensed 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 cash flows. These financial statements should be
read in conjunction with the financial statements and notes thereto
included in the Company's October 31, 1999 annual report on Form 10-K.

In June 1998 the Financial Accounting Standards Board (FASB) issued SFAS
No. 133 - Accounting for Derivative Instruments and Hedging Activities". In
June 1999, the FASB issued SFAS 137, which amended the effective adoption
date of SAFS 133. This statement establishes accounting and reporting
standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. The statement, as
amended and which is to be applied prospectively, is effective for the
Company's quarter ending January 31, 2001. The Company is currently
evaluating the impact of SFAS No. 133 on its future results of operations
and financial position.

On December 3, 1999 the United States Securities and Exchange Commission
staff released Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition, to provide guidance on the recognition, presentation and
disclosure of revenue in financial statements. The Company reviewed its
revenue recognition procedures and is satisfied that it is in compliance
with this SAB.

B. INVENTORY

January 31, October 31,
2000 1999
------------ ------------
(unaudited)

The components of inventory are summarized below (in thousands):

Raw materials and subassemblies ........................................... $ 11,589 $ 9,058
Work-in-process ........................................................... 7,183 6,115
------------ ------------

Total inventories ......................................................... $ 18,772 $ 15,173
============ ============

C. PROPERTY, PLANT AND EQUIPMENT

January 31, October 31,
2000 1999
------------ ------------
(unaudited)

Property, plant and equipment is summarized below (in thousands):

Land ...................................................................... $ 3,193 $ 3,193
Buildings and improvements ................................................ 30,706 30,638
Machinery and equipment ................................................... 30,913 30,409
Furniture & fixtures ...................................................... 3,889 4,464
Construction in process ................................................... 1,011 1,035
------------ ------------
69,712 69,739
Less-accumulated depreciation ............................................. (36,940) (36,453)
------------ ------------

Total property, plant and equipment, net .................................. $ 32,772 $ 33,286
============ ============

6
7

D. PRODUCTION CONTRACTS

For contracts for 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. The components of these contracts are as follows (in
thousands):

January 31, October 31,
2000 1999
------------ ------------
(unaudited)

Costs and estimated earnings .............................................. $ 80,857 $ 79,723
Progress billing .......................................................... (59,347) (63,532)
------------ ------------
Total costs and estimated earnings in excess of billings .................. $ 21,490 $ 16,191
============ ============

Progress billings ......................................................... $ 71,817 $ 89,146
Costs and estimated earnings .............................................. (67,396) (84,941)
------------ ------------
Total billings in excess of costs and estimated earnings .................. $ 4,421 $ 4,205
============ ============

E. EARNINGS PER SHARE (unaudited)

The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):

Three Months Ended January 31,
2000 1999
-------- --------

Numerator:
Numerator for basic and diluted earnings per share-earnings from
continuing operations available to common stockholders ................ $ 1,304 $ 2,178
======== ========

Denominator:
Denominator for basic earnings per share-weighted average shares ...... 10,657 10,659
Effect of dilutive securities-employee stock options .................. 58 74
-------- --------
Denominator for diluted earnings per share-adjusted weighted-average
shares assumed conversions ............................................ 10,715 10,733
======== ========
Basic earning per share ................................................... $ 0.12 $ 0.20
======== ========
Diluted earnings per share ................................................ $ 0.12 $ 0.20
======== ========

7
8

F. BUSINESS SEGMENTS (unaudited)

The Company has three reportable segments: 1. Switchgear and related
equipment and service (Switchgear) for distribution, control and management
of electrical energy, 2. Bus duct products (Bus Duct) for distribution of
electric power, and 3. Process Control Systems which consists principally
of instrumentation, computer control, communications and data management
systems for the control of dynamic processes.

The tables below reflect certain information relating to the Company's
operations by segment. Substantially all revenues represent sales to
unaffiliated customers. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies
as discussed in the Company's annual report on Form 10K for year ended
October 31, 1999. For purposes of this presentation, all general corporate
expenses have not been allocated between operating segments. In addition,
the corporate assets are mainly cash and cash equivalents transferred to
the corporate office are based on use of funds.

The required disclosures for the business segments are set forth below (in
thousands):

Three Months Ended January 31,
2000 1999
-------- --------

Revenues
Switchgear ............................................................. $ 35,383 $ 41,527
Bus Duct ............................................................... 6,828 6,240
Process Control Systems ................................................ 7,279 6,367
-------- --------
Total Revenues ......................................................... $ 49,490 $ 54,134
======== ========

Earnings from operations before income taxes
Switchgear ............................................................. 791 $ 2,282
Bus Duct ............................................................... 995 1,088
Process Control Systems ................................................ 157 248
Corporate and other .................................................... 28 (333)
-------- --------

Total earnings from operations before income taxes ........................ $ 1,972 $ 3,285
======== ========

January 31, October 31,
2000 1999
----------- -----------

Assets
Switchgear ............................................................. $ 89,104 $ 85,157
Bus Duct ............................................................... 14,808 14,764
Process Control Systems ................................................ 12,808 10,997
Corporate and other .................................................... 13,477 16,613
-------- --------

Total Assets .............................................................. $130,197 $127,531
======== ========

8
9

Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND QUARTERLY RESULTS
OF OPERATIONS

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 2000 1999
- ---------------------------------------------------------------------------------------------------

Revenues 100.0% 100.0%
Gross Profit 18.3 20.2
Selling, general and administrative expenses 14.4 13.9
Interest expense (income), net (0.1) 0.2
Earnings from operations before income taxes 4.0 6.1
Income tax provision 1.4 2.1
Net earnings 2.6 4.0

Revenues for the quarter ended January 31, 2000 were down 8.6 percent to
$49,490,000 from $54,134,000 in the first quarter of last year. The decrease in
revenues was mainly in the international markets, primarily consisting of sales
decreases from the Switchgear business segment, offset by increases in the
Process Control Systems and Bus Duct business segments. Export revenues continue
to be an important component of the Company's operations, accounting for
$13,789,000 for the three months ending January 31, 2000, although down when
compared to $23,581,000 for the same period of 1999. Lower shipments to the
middle east mainly accounted for this reduction of export revenues in 2000.

Gross profit, as a percentage of revenues, was 18.3 percent and 20.2 percent for
the quarter ended January 31, 2000 and 1999, respectively. The lower percentages
in 2000 were mainly due to the decline volume of the Switchgear business segment
and lower prices from the domestic markets.

Selling, general and administrative expenses as a percentage of revenues were
14.4 percent and 13.9 percent for the quarter ended January 31, 2000 and 1999,
respectively. The increase in percentages reflects the decreased volume of
revenues.

Interest expense (income), net The following schedule shows the amounts for
interest expense and income:

Three months ended Three months ended
January 31, 2000 January 31, 1999
---------------------------------------------

Expense $ 157 $ 213
Income (214) (77)
------ ------
Net $ (57) $ 136
====== ======

Sources of interest expense in fiscal year 1999 and 1998 were primarily related
to bank notes payable at rates between 6 and 8%. Sources of the interest income
were related to notes receivable and short-term investment of available funds at
various rates between 4 and 7%.

Income tax provision The effective increase tax rate on earnings was 33.9
percent and 33.7 percent for the quarter ended January 31, 2000 and 1999,
respectively. The small increase was primarily due to lower estimated foreign
sales corporation credits compared to the prior year. This effective tax rate
difference should be a timing difference and the effective rate should finish
the year at approximately 32 to 33 percent which is more consistent with past
years.

Net Earnings were $1,304,000 or $.12 per share for the first quarter of fiscal
2000, a decrease from $2,178,000 or $.20 per share for the same period last
year. The decrease was mainly due to lower gross margins in the Switchgear
business segment.

9
10

Backlog the order backlog at January 31, 2000 was $165,273,000 million, compared
to $156,143,000 million at October 31, 1999. The increase in backlog was in all
business segments.

LIQUIDITY AND CAPITAL RESOURCES
In September 1998, the Company amended a revolving line of credit agreement with
a major domestic bank. The amendment provided for a $10,000,000 term loan and a
revolving line of credit of $20,000,000. In December 1999 the revolving line of
credit was amended to reduce the line to $15,000,000 and to extend the maturity
date to February 2002. The term of the loan was five years with four years
remaining. The effective interest rate, after including an interest rate swap
negotiated with the trust company of the same domestic bank, is 5.20 percent per
annum plus a .75 to 1.25 percent fee based on financial covenants. As of January
31, 2000, the Company had no borrowings outstanding under this revolving line of
credit.

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,
2000 1999
--------------------------------

Working Capital $61,523,000 $59,782,000
Current Ratio 3.03 to 1 3.13 to 1
Long-term Debt to Capitalization .1 to 1 .1 to 1

Management believes that the Company continues to maintain a strong liquidity
position. The increase in working capital at January 31, 2000, as compared to
October 31, 1999, is due mainly to an increases in costs and estimated earnings
in excess of billings and inventories.

Cash and cash equivalents decreased by $3,046,000 during the three months ended
January 31, 2000. The primary use of cash during this period was for the
increase of costs and estimated earnings in excess of billings and inventories.
The decrease in net borrowings for the quarter was the results of payments of a
term note and a quarter payment on the bank note.

The Company has a stock repurchase plan under which the Company is authorized to
spend up to $5,000,000 million for purchases of its common stock. Pursuant to
this plan, the Company repurchased 81,000 shares of its common stock at an
aggregate cost of approximately $574,000 at January 31, 2000. Repurchased shares
are added to treasury stock and are available for general corporate purposes
including the funding of the Company's employee stock option plan.

The Company's fiscal 2000 asset management program will continue to focus on the
collection of receivables and reduction in inventories. The Company plans to
satisfy its fiscal 2000 capital requirements and operating needs primarily with
funds available in cash and cash equivalents of $7,600,000 funds generated from
operating activities and funds available under its existing revolving credit
line.

The previous discussion should be read in conjunction with the consolidated
financial statements.

Year 2000 Readiness
The Year 2000 readiness issue results from the historical use in computer
software programs and operating systems of a two digit number to represent the
year. Concerns arose as to whether certain software and hardware would fail to
properly function when confronted with dates that contain "00" as a two-digit
year. To address the potential risk for disruption of operations, each
subsidiary of the Company developed a compliance plan and conducted numerous
tests as to the effectiveness of applied solutions. The costs to the Company to
achieve Year 2000 readiness were approximately $150,000.

To date, the Company has not experienced any material problems relating to the
Year 2000 readiness issue. However, the Company may not have yet experienced all
factors that might have Year 2000 readiness implications.

Any forward looking statements in the preceding paragraphs of this Form 10-Q are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward looking statements
involve risks and uncertainty in that actual results may differ materially from
those projected in the forward looking statements. These risks and uncertainties
include, without limitation, difficulties which could arise in obtaining
materials or components in sufficient quantities as needed for the Company's
manufacturing and assembly operations, unforeseen political or economic problems
in countries to which the Company exports its products in relation to the
Company's principal competitors, any significant decrease in the Company's
backlog of orders, any material employee relations problems, or any material
litigation or claims made against the Company, as well as general market
conditions, competition and pricing.

10
11

Part 1
Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's financial instruments include cash and equivalents, accounts
receivable, accounts payable, debt obligations and interest rate swaps. The book
value of cash and cash equivalents, accounts receivable, the short-term note
payable and accounts payable are considered to be representative of fair value
because of the short maturity of these instruments. The Company believes that
the carrying value of its borrowings under the credit agreement approximate
their fair value as they bear interest at rates indexed to the Bank's IBOR. The
Company's accounts receivable are not concentrated in one customer or one
industry and are not viewed as an unusual credit risk. The Company had recorded
an allowance for doubtful accounts of $897,000 at January 31, 2000 and $852,000
at October 31, 1999, respectively.

The interest rate swap agreement, which is used by the Company in the management
of interest rate exposure is accounted for on the accrual basis. Income and
expense resulting from this agreement is recorded in the same category as
interest expense accrued on the related term note. Amounts to be paid or
received under the interest rate swap agreement is recognized as an adjustment
to expense in the periods in which they occur.

At January 31, 2000 the Company had $8,216,000 in borrowings subject to the
interest rate swap at a rate of 5.20% through September 30, 2003. The 5.20% rate
is currently approximately .8% below market and should represent approximately
$85,000 of reduced interest expense for fiscal year 2000 assuming the current
market interest rates do not change. The approximate fair value of the swap
agreement at January 31, 2000 is $365,000. The fair value is the estimated
amount the Company would receive to terminate the contract. The agreements
require that the Company pay the counterparty at the above fixed swap rate and
requires the counterparty to pay the Company interest at the 90 day LIBOR rate.
The closing 90 day LIBOR rate on January 31, 2000 was 6.04%.

11
12

Part II

OTHER INFORMATION

ITEM 1. Legal Proceedings
The Company is a party to disputes arising in the ordinary
course of business. Management does not believe that the
ultimate outcome of these disputes will materially affect the
financial position of results of operations of the Company.

ITEM 2. Changes in Securities and Use of Proceeds
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
a. Exhibits None

27.0 Financial Data Schedule

b. Reports on Form 8-K
None

12
13

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 16, 2000 /s/ THOMAS W. POWELL
- -------------- ----------------------------
Date Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)

March 16, 2000 /s/ J.F. AHART
- -------------- ----------------------------
Date J.F. Ahart
Vice President,
Secretary-Treasurer
Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

27 Financial Data Schedule