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 April 30, 2003
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)
<Table>
NEVADA 88-0106100
- -------------------------------------------------------------- --------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
8550 Mosley Drive, Houston, Texas 77075-1180
- -------------------------------------------------------------- -------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</Table>
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
--- ---
Indicate by "X" whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Common Stock, par value $.01 per share; 10,579,103 shares outstanding as of May
27, 2003.
1
Powell Industries, Inc. and Subsidiaries
<Table>
Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements...........................................3
Item 2. Management's Discussion and Analysis of
Financial Condition and
Results of Operations.............................................................14
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.................................................................18
Item 4. Controls and Procedures..............................................................19
Part II - Other Information and Signatures..............................................................20
</Table>
2
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<Table>
<Caption>
APRIL 30, OCTOBER 31,
2003 2002
--------- -----------
ASSETS
Current Assets:
Cash and cash equivalents ...................................................... $ 29,689 $ 14,362
Accounts receivable, less allowance for doubtful accounts of
$1,065 and $1,209, respectively ............................................ 50,858 69,521
Costs and estimated earnings in excess of billings ............................. 33,714 32,828
Inventories .................................................................... 19,190 19,558
Prepaid expenses and other current assets ...................................... 3,745 2,230
--------- ---------
Total Current Assets ....................................................... 137,196 138,499
Property, plant and equipment, net .................................................. 45,277 45,020
Other assets ........................................................................ 5,550 6,124
--------- ---------
Total Assets ............................................................... $ 188,023 $ 189,643
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt and capital lease obligations ............. $ 4,031 $ 4,746
Accounts and income taxes payable .............................................. 14,505 15,030
Accrued salaries, bonuses and commissions ...................................... 6,660 9,774
Billings in excess of costs and estimated earnings ............................. 11,577 13,478
Accrued product warranty ....................................................... 2,049 2,123
Other accrued expenses ......................................................... 6,812 6,882
--------- ---------
Total Current Liabilities .................................................. 45,634 52,033
Long-term debt and capital lease obligations, net of current maturities ............. 7,233 7,264
Deferred compensation expense ....................................................... 1,565 1,522
Other liabilities ................................................................... 577 617
--------- ---------
Total Liabilities .......................................................... 55,009 61,436
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
Common stock, par value $.01; 30,000,000 shares authorized; 10,984,000 and
10,979,000 shares issued, respectively; 10,579,000 and 10,595,000 shares
outstanding, respectively .................................................. 110 110
Additional paid-in capital ..................................................... 8,419 8,345
Retained earnings .............................................................. 130,413 125,872
Treasury stock, 404,875 shares and 383,920 shares respectively, at cost ........ (3,914) (3,925)
Accumulated other comprehensive (loss): fair value of interest rate swap ....... (43) (87)
Deferred compensation-ESOP ..................................................... (1,971) (2,108)
--------- ---------
Total Stockholders' Equity ................................................. $ 133,014 $ 128,207
--------- ---------
Total Liabilities and Stockholders' Equity ................................. $ 188,023 $ 189,643
========= =========
</Table>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
THREE MONTHS ENDED APRIL 30,
2003 2002
-------- --------
Revenues ....................................................................... $ 64,201 $ 80,286
Cost of goods sold ............................................................. 52,077 63,019
-------- --------
Gross profit ................................................................... 12,124 17,267
Selling, general and administrative expenses ................................... 8,909 9,917
-------- --------
Income before interest and income taxes ........................................ 3,215 7,350
Interest expense ............................................................... 81 320
Interest income ................................................................ (88) (57)
-------- --------
Income before income taxes ..................................................... 3,222 7,087
Income tax provision ........................................................... 1,204 2,573
-------- --------
Net income ..................................................................... $ 2,018 $ 4,514
======== ========
Earnings per common share:
Basic ....................................................................... $ 0.19 $ 0.43
Diluted ..................................................................... 0.19 0.42
Weighted average number of common shares outstanding ........................... 10,580 10,457
======== ========
Weighted average number of common and common equivalent shares outstanding ..... 10,657 10,685
======== ========
</Table>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
SIX MONTHS ENDED APRIL 30,
2003 2002
--------- ---------
Revenues ............................................................................ $ 135,781 $ 156,773
Cost of goods sold .................................................................. 109,425 123,915
--------- ---------
Gross profit ........................................................................ 26,356 32,858
Selling, general and administrative expenses ........................................ 18,318 19,338
--------- ---------
Income before interest and income taxes ............................................. 8,038 13,520
Interest expense .................................................................... 167 676
Interest income ..................................................................... (180) (108)
--------- ---------
Income from continuing operations before income taxes and cumulative effect of
change in accounting principle ................................................... 8,051 12,952
Income tax provision ................................................................ 2,999 4,703
--------- ---------
Income from continuing operations before cumulative effect of change in
accounting principle ............................................................. 5,052 8,249
Cumulative effect of change in accounting principle, net of $285 tax ................ (510) --
--------- ---------
Net income .......................................................................... $ 4,542 $ 8,249
========= =========
Earnings per common share:
Basic:
Earnings from continuing operations .............................................. $ 0.48 $ 0.79
Cumulative effect of change in accounting principle .............................. (0.05) --
--------- ---------
Net earnings ..................................................................... $ 0.43 $ 0.79
========= =========
Diluted:
Earnings from continuing operations .............................................. $ 0.47 $ 0.77
Cumulative effect of change in accounting principle .............................. (0.04) --
--------- ---------
Net earnings ..................................................................... $ 0.43 $ 0.77
========= =========
Weighted average number of common shares outstanding ................................ 10,577 10,452
========= =========
Weighted average number of common and common equivalent shares outstanding .......... 10,665 10,676
========= =========
</Table>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
SIX MONTHS ENDED APRIL 30,
2003 2002
-------- --------
Operating Activities:
Net income .......................................................................... $ 4,542 $ 8,249
Adjustments to reconcile net income to net cash provided by
operating activities:
Cumulative effect of change in accounting principle, net of tax ................. 510 --
Depreciation and amortization ................................................... 2,499 2,315
Loss on disposition of assets ................................................... 79 30
Deferred income tax provision (benefit) ......................................... 467 (24)
Changes in operating assets and liabilities:
Accounts receivable, net ................................................... 18,663 19,153
Costs and estimated earnings in excess of billings ......................... (886) 3,702
Inventories ................................................................ 368 (3,075)
Prepaid expenses and other current assets .................................. (1,515) (1,057)
Other assets ............................................................... (333) (460)
Accounts payable and income taxes payable .................................. (238) (904)
Accrued liabilities ........................................................ (3,645) (631)
Billings in excess of costs and estimated earnings ......................... (1,901) (1,622)
Deferred compensation expense .............................................. 181 234
Other liabilities .......................................................... (28) (144)
-------- --------
Net cash provided by operating activities .............................. 18,763 25,766
Investing Activities:
Purchases of property, plant and equipment .......................................... (2,802) (9,037)
-------- --------
Net cash used in investing activities .................................. (2,802) (9,037)
-------- --------
Financing Activities:
Repayments on revolving line of credit .............................................. -- (9,000)
Repayments of debt .................................................................. (714) (714)
Proceeds from issuance of common stock .............................................. 70 --
Proceeds from exercise of stock options ............................................. 10 398
-------- --------
Net cash used in financing activities .................................. (634) (9,316)
-------- --------
Net increase in cash and cash equivalents ................................................ 15,327 7,413
Cash and cash equivalents at beginning of period ......................................... 14,362 6,520
-------- --------
Cash and cash equivalents at end of period ............................................... $ 29,689 $ 13,933
======== ========
Supplemental disclosures of cash flow information (in thousands):
Cash paid during the period for:
Interest ........................................................................ $ 177 $ 348
======== ========
Income taxes .................................................................... $ 2,193 $ 500
======== ========
Non-cash investing and financing activities:
Change in fair value of interest rate swap during the period, net of $24 and
$31 income taxes, respectively ............................................. $ 44 $ 47
======== ========
</Table>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
Part I
Item 1
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q. Certain
information in the notes to the condensed consolidated financial statements
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
has been condensed or omitted pursuant to these rules and regulations. In
the opinion of management, these condensed consolidated financial
statements include all adjustments, consisting of normal recurring
adjustments, which are necessary for a fair presentation of the Company's
financial position, results of operations, and cash flows. These financial
statements should be read in conjunction with the financial statements and
related footnotes included in the Company's annual report on Form 10-K for
the year ended October 31, 2002. The interim period results are not
necessarily indicative of the results to be expected for the full fiscal
year.
Effective November 1, 2002, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Under
the new rules, goodwill and other intangible assets with indefinite useful
lives are no longer subject to amortization. As a result, we discontinued
the amortization of goodwill beginning November 1, 2002. Upon adoption of
SFAS No. 142, we performed an impairment analysis to assess the fair value
of our reporting units as compared to their carrying values. As a result of
this analysis, we recorded an impairment charge to write-off impaired
goodwill amounts as a cumulative effect of a change in accounting principle
during the first quarter of 2003. For additional information regarding the
effect of the adoption of SFAS No. 142 and the pro forma net income and
earnings per share for the three months and six months ended April 30, 2002
as if SFAS No. 142 had been adopted as of the beginning of 2002, see Note G
of these Notes to Condensed Consolidated Financial Statements.
New Accounting Standards
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed
of by sale and requires that those long-lived assets be measured at the
lower of carrying amount or fair value less cost to sell, whether reported
in continuing operations or in discontinued operations. We adopted SFAS No.
144 on November 1, 2002. The adoption of SFAS No. 144 did not have a
material impact on our financial statements.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that statement,
SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers," and SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements". This statement amends SFAS No. 13, "Accounting for Leases,"
to eliminate inconsistencies between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. Also, this statement amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. Provisions of SFAS
No. 145 related to the rescission of SFAS No. 4 were effective for the
Company on November 1, 2002 and provisions affecting SFAS No. 13 were
effective for transactions occurring after May 15, 2002. The adoption of
SFAS No. 145 did not have a material impact on our financial statements.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement covers
restructuring type activities beginning with plans initiated after December
31, 2002. Activities covered by this standard that are entered into after
that date will be recorded in accordance with the provisions of SFAS No.
146. We have adopted SFAS No. 146 and there has been no impact on our
consolidated financial position or results of operations.
7
In November 2002, the FASB issued FASB Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the
fair value of the obligation assumed under the guarantee. FIN 45 also
requires additional disclosures about guarantees in the interim and annual
financial statements. The provisions of FIN 45 related to initial
recognition and measurement of guarantee agreements were effective for any
guarantees issued or modified after December 31, 2002. The adoption of
these recognition and measurement provisions did not have any impact on our
consolidated financial position or results of operations. In accordance
with the disclosure provisions of FIN 45, we have included in Note C a
reconciliation of the changes in our product warranty liability for the
three months and six months ended April 30, 2003 and 2002. We provide for
estimated warranty costs at the time of sale based upon historical
experience rates. Our products contain warranties for parts and service for
the earlier of 18 months from the date of shipment or 12 months from the
date of initial operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No.
123." This statement provides alternative methods of transition for a
voluntary change in the method of accounting for stock-based employee
compensation to the fair value method. The statement also amends the
disclosure requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation." Under SFAS No. 148, annual and interim financial statements
are required to have prominent disclosures about the method of accounting
for stock-based employee compensation and the effect of the method used on
reported results. This statement was effective for fiscal years ending
after December 15, 2002. This statement did not have any impact on our
consolidated financial statements as we have adopted the disclosure only
provisions of SFAS No. 123. The additional disclosure requirements are
included in Note E of this Form 10-Q.
B. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Numerator:
Net income from continuing operations available
to common stockholders ............................. $ 2,018 $ 4,514 $ 5,052 $ 8,249
Cumulative effect of change in accounting principle .... -- -- (510) --
---------- ---------- ---------- ----------
Net income available to common stockholders ............ $ 2,018 $ 4,514 $ 4,542 $ 8,249
========== ========== ========== ==========
Denominator:
Denominator for basic earnings per share-weighted
average shares ........................................ 10,580 10,457 10,577 10,452
Dilutive effect of stock options ....................... 77 228 88 224
---------- ---------- ---------- ----------
Denominator for diluted earnings per share-adjusted
weighted average shares with assumed conversions ...... 10,657 10,685 10,665 10,676
========== ========== ========== ==========
Basic earnings per share:
From continuing operations ............................. $ 0.19 $ 0.43 $ 0.48 $ 0.79
Cumulative effect of change in accounting principle .... -- -- (0.05) --
---------- ---------- ---------- ----------
Net earnings per share ................................. $ 0.19 $ 0.43 $ 0.43 $ 0.79
========== ========== ========== ==========
Diluted earnings per share:
From continuing operations ............................. $ 0.19 $ 0.42 $ 0.47 $ 0.77
Cumulative effect of change in accounting principle .... -- -- (0.04) --
---------- ---------- ---------- ----------
Net earnings per share ................................. $ 0.19 $ 0.42 $ 0.43 $ 0.77
========== ========== ========== ==========
</Table>
For the three months ended April 30, 2003 and 2002, outstanding stock
options of 494 thousand and 10 thousand, respectively, were excluded from
the computation of diluted earnings per share because the options' exercise
prices were greater than the average market price of the common stock. For
the six months ended April 30, 2003 and 2002 outstanding stock options of
494 thousand and 10 thousand, respectively, were excluded from the
computation of diluted earnings per share because the options' exercise
prices were greater than the average market price of the common stock.
8
C. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS
Activity in our allowance for doubtful accounts receivable consists of the
following (in thousands):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
------- -------- ------- -------
Balance at beginning of period ........................ $ 1,165 $ 501 $ 1,209 $ 551
Adjustments to the reserve ............................ (16) 94 (58) 116
Deductions for uncollectible accounts written off,
net of recoveries ................................. (84) 6 (86) (66)
------- ------- ------- -------
Balance at end of period .............................. $ 1,065 $ 601 $ 1,065 $ 601
======= ======= ======= =======
</Table>
Activity in our accrued product warranty account consists of the following
(in thousands):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
------- -------- ------- -------
Balance at beginning of period ........................ $ 2,114 $ 2,129 $ 2,123 $ 1,860
Adjustments to the reserve ............................ 387 731 911 1,423
Deductions for warranty charges ....................... (452) (471) (985) (894)
------- ------- ------- -------
Balance at end of period .............................. $ 2,049 $ 2,389 $ 2,049 $ 2,389
======= ======= ======= =======
</Table>
The components of inventories are summarized below (in thousands):
<Table>
<Caption>
April 30, October 31,
2003 2002
--------- -----------
Raw materials, parts and subassemblies .......................... $13,109 $14,111
Work-in-process ................................................. 6,081 5,447
------- -------
Total inventories ........................................... $19,190 $19,558
======= =======
</Table>
Property, plant and equipment is summarized below (in thousands):
<Table>
<Caption>
April 30, October 31,
2003 2002
--------- -----------
Land ............................................................ $ 5,073 $ 5,093
Buildings and improvements ...................................... 37,089 35,791
Machinery and equipment ......................................... 38,640 37,191
Furniture & fixtures ............................................ 3,012 3,012
Construction in process ......................................... 6,314 6,463
-------- --------
90,128 87,550
Less-accumulated depreciation ................................... (44,851) (42,530)
-------- --------
Total property, plant and equipment, net ........................ $ 45,277 $ 45,020
======== ========
</Table>
Depreciation expense for the six months ended April 30, 2003 and 2002 was
$2.5 million and $2.2 million, respectively.
The components of costs and estimated earnings in excess of billings are
summarized below (in thousands):
<Table>
<Caption>
April 30, October 31,
2003 2002
--------- -----------
Costs and estimated earnings .................................... $ 198,589 $ 190,106
Progress billings ............................................... (164,875) (157,278)
--------- ---------
Total costs and estimated earnings in excess of billings .... $ 33,714 $ 32,828
========= =========
</Table>
9
The components of billings in excess of costs and estimated earnings are
summarized below (in thousands):
<Table>
<Caption>
April 30, October 31,
2003 2002
--------- -----------
Progress billings ............................................... $ 136,619 $ 131,840
Costs and estimated earnings .................................... (125,042) (118,362)
--------- ---------
Total billings in excess of costs and estimated earnings .... $ 11,577 $ 13,478
========= =========
</Table>
D. COMPREHENSIVE INCOME
We adopted SFAS No. 133, as amended, on November 1, 2000. Accordingly, at
that time, we recorded the fair value of our interest rate swap agreement
which is used as a cash flow hedge in the management of interest rate
exposure. We realized this amount as a component of comprehensive income.
Our comprehensive income, which encompasses net income and the change in
fair value of hedge instruments, is as follows (in thousands):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
------ ------- ------ ------
Net income .................................. $2,018 $4,514 $4,542 $8,249
Change in fair value of hedge instrument .... 23 12 44 47
------ ------ ------ ------
Comprehensive income ........................ $2,041 $4,526 $4,586 $8,296
====== ====== ====== ======
</Table>
E. STOCK-BASED COMPENSATION
In accordance with the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," we have elected to account for our stock-based
employee compensation plans under the intrinsic value method established by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees." Under APB No. 25, no compensation expense is recorded
when the exercise price of the employee stock option is greater than or
equal to the market price of the common stock on the grant date.
If compensation expense for our stock option plans had been determined
based on the fair value at the grant date for awards through April 30, 2003
consistent with the provisions of SFAS No. 123, our net income and earnings
per share would have been as follows:
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
--------- ---------- --------- ----------
Net income, as reported ......................................... $ 2,018 $ 4,514 $ 4,542 $ 8,249
Less: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects ................................... (168) (218) (337) (470)
--------- --------- --------- ---------
Pro forma net income ............................................ $ 1,850 $ 4,296 $ 4,205 $ 7,779
========= ========= ========= =========
Basic earnings per share:
As reported .................................................. $ 0.19 $ 0.43 $ 0.43 $ 0.79
Pro forma .................................................... 0.17 0.41 0.40 0.74
Diluted earnings per share:
As reported .................................................. $ 0.19 $ 0.42 $ 0.43 $ 0.77
Pro forma .................................................... 0.17 0.40 0.39 0.73
</Table>
F. BUSINESS SEGMENTS
We manage our business through operating subsidiaries, which are combined
into two reportable business segments: Electrical Power Products and
Process Control Systems. Electrical Power Products includes equipment and
systems for the distribution and control of electrical energy. Process
Control Systems consists principally of instrumentation, computer controls,
communications and data management systems.
10
Our Electrical Power Products segment serves the electrical utility and
various industrial markets with equipment and systems. Electrical Power
Products was previously reported as two separate segments: Switchgear and
Bus Duct. Because these segments share basic characteristics, including
common raw materials, engineering techniques and manufacturing processes,
and operate in the same competitive environment with substantially similar
general economic and industrial conditions, we determined that reporting
the business activities of Switchgear and Bus Duct products as one segment
- Electrical Power Products - more accurately reflects our business
operations. Historically, we reported our Electrical Power Products segment
as two segments principally as a reflection of our organizational
structure. The three months and six months ended April 30, 2002 have been
revised to conform to the new segment structure.
The tables below reflect certain information relating to our operations by
segment. All revenues represent sales from unaffiliated customers. The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies included in our annual report on
Form 10-K for the year ended October 31, 2002. For purposes of this
presentation, all general corporate expenses have been allocated among
operating segments based primarily on revenues. In addition, the corporate
assets are mainly cash and cash equivalents transferred to the corporate
office from the segments.
Detailed information regarding our business segments is shown below (in
thousands):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
--------- --------- --------- ---------
Revenues
Electrical Power Products ...................................... $ 58,153 $ 75,104 $ 123,714 $ 146,231
Process Control Systems ........................................ 6,048 5,182 12,067 10,542
--------- --------- --------- ---------
Total Revenues ................................................. $ 64,201 $ 80,286 $ 135,781 $ 156,773
========= ========= ========= =========
Income (loss) from continuing operations before income taxes and
cumulative effect of change in accounting principle
Electrical Power Products ...................................... $ 2,993 $ 7,319 $ 7,606 $ 12,961
Process Control Systems ........................................ 229 (232) 445 (9)
--------- --------- --------- ---------
Total income from continuing operations before income taxes
and cumulative effect of change in accounting principle ....... $ 3,222 $ 7,087 $ 8,051 $ 12,952
========= ========= ========= =========
</Table>
<Table>
<Caption>
April 30, October 31,
2003 2002
--------- -----------
Assets
Electrical Power Products .................................................. $139,274 $156,584
Process Control Systems .................................................... 14,330 14,937
Corporate .................................................................. 34,419 18,122
-------- --------
Total Assets ............................................................... $188,023 $189,643
======== ========
</Table>
G. GOODWILL AND OTHER INTANGIBLE ASSETS
Effective November 1, 2002, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". Under the new rules, goodwill and other intangible
assets with indefinite useful lives are no longer subject to amortization.
As a result, we discontinued the amortization of goodwill beginning
November 1, 2002, and the results for the first six months of 2003 were
favorably impacted by this reduction in amortization expense by $46
thousand, net of $26 thousand taxes, or less than $0.01 per common share.
The statement requires a test for impairment to be performed annually, or
immediately if conditions indicate that impairment could exist. Intangible
assets with definite useful lives will continue to be amortized over their
estimated useful lives.
We estimated the fair value of our reporting units using a present value
method that discounted estimated future cash flows. The cash flow estimates
incorporated assumptions on future cash flow growth, terminal values and
discount rates. Because the fair value of some reporting units was below
their carrying value, application of SFAS No. 142 required us to complete
the second step of the goodwill impairment test and compare the implied
fair value of each reporting unit's goodwill with the carrying value. As a
result of completing the impairment test, we recorded an impairment charge
of $510 thousand, net of $285 thousand taxes, to write-off the impaired
goodwill amounts as a cumulative effect of a change in accounting principle
in the first quarter of 2003.
11
We recorded an impairment charge of $380 thousand, net of $214 thousand
taxes, in our Process Control Systems segment. In our Electrical Power
Products segment, we recorded an impairment charge of $130 thousand, net of
$71 thousand taxes.
The following pro forma information is presented to reflect the net
income and net earnings per share to exclude amortization of goodwill for
the three and six month period ended April 30, 2002, as if SFAS No. 142 had
been adopted as of the beginning of that year (in thousands, except per
share data):
<Table>
<Caption>
Three Months Ended April 30, Six Months Ended April 30,
2003 2002 2003 2002
--------- --------- --------- ---------
Income from continuing operations before cumulative effect of
change in accounting principle ................................ $ 2,018 $ 4,514 $ 5,052 $ 8,249
Cumulative effect of change in accounting principle ............... -- -- (510) --
--------- --------- --------- ---------
Reported net income ............................................... 2,018 4,514 4,542 8,249
Addback: Amortization of goodwill, net of $13 and $26 thousand
taxes, respectively ........................................... -- 23 -- 46
--------- --------- --------- ---------
Adjusted net income ............................................... $ 2,018 $ 4,537 $ 4,542 $ 8,295
========= ========= ========= =========
Basic earnings per share:
Net earnings per share - as reported .......................... $ 0.19 $ 0.43 $ 0.43 $ 0.79
Amortization of goodwill ...................................... -- -- -- --
--------- --------- --------- ---------
Adjusted net earnings per share ............................ $ 0.19 $ 0.43 $ 0.43 $ 0.79
Diluted earnings per share:
Net earnings per share - as reported .......................... $ 0.19 $ 0.42 $ 0.43 $ 0.77
Amortization of goodwill ...................................... -- -- -- --
--------- --------- --------- ---------
Adjusted net earnings per share ............................ $ 0.19 $ 0.42 $ 0.43 $ 0.77
</Table>
A summary of goodwill and other intangible assets follows (in thousands):
<Table>
<Caption>
April 30, 2003 October 31, 2002
------------------------- -------------------------
Historical Accumulated Historical Accumulated
Cost Amortization Cost Amortization
---------- ------------ ---------- ------------
Goodwill ......................................... $ 304 $ 181 $2,133 $1,215
Intangible assets subject to amortization:
Deferred loan costs .......................... 233 18 233 12
Patents and Trademarks ....................... 837 472 837 444
</Table>
The above intangible assets are included in other assets on the
consolidated balance sheet. Amortization expense related to intangible
assets subject to amortization for the three and six months ended April 30,
2003 was $17 thousand and $34 thousand, respectively. Estimated
amortization expense for each of the subsequent five fiscal years is
expected to be approximately $70 thousand.
H. COMMITMENTS AND CONTINGENCIES
Certain customers require us to post a bank letter of credit guarantee or
performance bonds issued by a surety. These assure our customers that we
will perform under terms of our contract and with associated vendors and
subcontractors. In the event of default the customer 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 for the periods reported. We were contingently liable for secured
and unsecured letters of credit of $9.4 million as of April 30, 2003. We
also had performance bonds totaling approximately $153.0 million that were
outstanding at April 30, 2003.
The Company is a partner in a joint venture (the "Joint Venture"),which
provided process control systems to the Central Artery/Tunnel Project (the
"Project") in Boston, Massachusetts, under a contract with the
Massachusetts Turnpike Authority (the "MTA"). The Joint Venture has
submitted claims against the MTA seeking additional reimbursement for work
done by the Joint Venture on the project. In a separate matter, the Joint
Venture received notice dated May 9, 2002 (the "Notice") from the MTA
12
that a follow-on contractor has asserted a claim against the MTA in
connection with work done or to be done by the follow-on contractor on the
project. One component of the Project involved the Joint Venture performing
specific work that the MTA then bid for the follow-on contractor to
complete. Part of the follow-on contractor's claim contains unsubstantiated
allegations that such work performed by the Joint Venture was insufficient
and defective, thus possibly contributing to the follow-on contractor's
claims for damages against the MTA. In the Notice of the potential claim,
the MTA advised the Joint Venture that if it is required to pay the
follow-on contractor additional amounts and such payment is the result of
defective work by the Joint Venture, the MTA will seek indemnification from
the Joint Venture for such additional amounts.
The Joint Venture has no reason to believe the systems it delivered under
contract to the MTA were defective and accordingly it intends to vigorously
defend any such allegations. The ultimate disposition of the Joint
Venture's claim against the MTA and the MTA's potential claim for
indemnification based on the follow-on contractor's claims are not
presently determinable. Although an unfavorable outcome to the follow-on
contractor's claim could have a material adverse effect on the Company's
financial condition, results of operations, and cash flows, the Company
believes that an unfavorable outcome with respect to these matters, under
the circumstances and on the basis of the information now available, is
unlikely.
13
Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
condensed consolidated financial statements and related notes. In the course of
operations, we are subject to certain risk factors, including but not limited to
competition and competitive pressures, sensitivity to general economic and
industry conditions, international political and economic risks, availability
and price of raw materials and execution of business strategy. Any
forward-looking statements made by or on our behalf are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned that such forward-looking statements involve risks and
uncertainties in that the actual results may differ materially from those
projected in the forward-looking statements.
RESULTS OF OPERATIONS
Revenue and Gross Profit
Revenues decreased 20% to $64.2 million in the second quarter of fiscal 2003 as
compared to the second quarter of fiscal year 2002. For the six months ended
April 30, 2003, revenues decreased 13% to $135.8 million compared to $156.8
million for the six months ended April 30, 2002. We believe this decrease in
revenues was primarily due to lower net investments in electrical products by
the power generation market. Our Electrical Power Products segment recorded
revenues for the three months and six months ended April 30, 2003 of $58.2
million and $123.7 million, respectively, compared to $75.1 million and $146.2
million for the same periods of the previous year. Revenues in our Process
Control Systems segment were $6.0 million and $12.1 million for the three and
six months ended April 30, 2003 compared to $5.2 million and $10.5 million for
the same time period of the previous year. Increased billable hours and costs
incurred on percentage of completion projects during the quarter resulted in
higher revenue recognition for this segment as compared to the previous year.
International revenues increased 82% in the second quarter 2003 to $9.1 million
from $5.0 million in the same quarter of the prior year. Revenues outside of the
United States accounted for 14% of consolidated revenues in the second quarter
of fiscal 2003 compared to 6% in the same period last year. Worldwide
investments in oil and gas production facilities have strengthened our export
sales.
Gross profit as a percentage of revenues during the second quarter of 2003
decreased to 18.9% from 21.5% in the second quarter of 2002. Gross profit as a
percentage of revenues during the first half of fiscal 2003 decreased to 19.4%
from 21.0% in the first half of fiscal year 2002. The gross profit for both
periods was adversely impacted by the incremental production costs associated
with the disruptions caused by requests for delayed shipments. As a result of
the depressed market, competitive pricing has also begun to affect gross profit.
Operating Expenses
Selling, general and administrative expenses, including research and development
expenditures, were $8.9 million (13.9% of revenues) in the second quarter of
2003 compared to $9.9 million (12.4% of revenues) in the second quarter of
fiscal 2002. Selling, general and administrative expenses, including research
and development expenditures, were $18.3 million (13.5% of revenues) in the
first half of fiscal year 2003 compared to $19.3 million (12.3% of revenues) in
the first half of fiscal year 2002. Our volumes decreased during 2003 as our
expenditures could not be reduced at the same rate. As a result, the ratio of
selling, general, and administrative expenses to revenues increased.
Interest Income and Expense
During the second quarter of 2003, we incurred $81 thousand in interest expense
on our term debt and outstanding industrial revenue bonds. The reduction in
interest expense from the $320 thousand incurred for the quarter ended April 30,
2002 is due to lower levels of debt as well as lower interest rates. In
addition, during the second quarter of 2002, estimates of variable interest
expense were recorded which required an adjustment of $196 thousand in the third
quarter of 2002 as the estimates of variable interest expense were higher than
actual interest incurred. For the six months ended April 30, 2003, we incurred
$167 thousand in interest expense compared to $676 thousand in the first six
months of 2002. This decrease is also due to the lower levels of debt during
2003 as well as the variable interest expense adjustment that was recorded in
the third quarter of 2002. An adjustment of $330 thousand was recorded in the
third quarter of 2002 to correct the estimates of variable interest expense for
the first six months of 2002.
14
Interest income increased by $31 thousand to $88 thousand for the second quarter
2003 compared to the same period of the previous year. For the first six months
of 2003, interest income increased by $72 thousand compared to the first six
months of 2002. The lower interest rate environment has been offset by our
higher level of invested funds during 2003.
Provision for Income Taxes
Our provision for income taxes reflects an effective income tax rate on earnings
before income taxes of 37.4% in the second quarter of fiscal 2003 compared to
36.3% in the second quarter of fiscal 2002. Our provision for income taxes
reflects an effective income tax rate on earnings before income taxes of 37.3%
in the first half of fiscal year 2003 compared to 36.3% in the first half of
fiscal year 2002. The increase in our effective tax rate is primarily a result
of incremental increases in our federal tax rate compared to the previous year
as well as higher state taxes.
Net income from continuing operations before cumulative effect of change in
accounting principle
Net income from continuing operations before cumulative effect of change in
accounting principle was $2.0 million, or $0.19 per diluted share, in the second
quarter of fiscal year 2003 compared to $4.5 million, or $0.42 per diluted share
in the second quarter of fiscal year 2002. Net income from continuing
operations before cumulative effect of change in accounting principle was $5.1
million, or $0.47 per diluted share, in the first half of fiscal year 2003
compared to $8.2 million, or $0.77 per diluted share in the first half of fiscal
year 2002. Declines in business volume resulted in earnings weakening in the
second quarter and first six months of fiscal 2003 compared to the second
quarter and first six months of fiscal 2002.
Cumulative effect of change in accounting principle
As a result of the adoption of Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets", we recorded a goodwill
impairment loss of $510 thousand, net of $285 thousand taxes, as a cumulative
effect of a change in accounting principle during the first quarter of 2003. The
goodwill impairment charge accounted for a loss of $0.04 per diluted share.
Net income
Net income was $2.0 million, or $0.19 per diluted share, in the second quarter
of fiscal year 2003 compared to $4.5 million, or $0.42 per diluted share in the
second quarter of fiscal year 2002. Net income was $4.5 million, or $0.43 per
diluted share, in the first half of fiscal year 2003 compared to $8.2 million,
or $0.77 per diluted share in the first half of fiscal year 2002. A decline in
business volume and lower gross profits resulted in earnings weakening in the
second quarter and first six months of fiscal 2003.
Backlog
The order backlog on April 30, 2003, was $203.0 million, compared to $189.4
million at fiscal year end 2002 and $221.7 million at the end of the second
quarter one year ago. New orders placed during the second quarter totaled $98.7
million versus $50.7 million in our first quarter 2003 and $88.7 million for the
same period last year.
LIQUIDITY AND CAPITAL RESOURCES
We have maintained a strong liquidity position. Working capital was $91.6
million at April 30, 2003 compared to $86.5 million at October 31, 2002. As of
April 31, 2003, current assets exceeded current liabilities by 3.0 times and our
debt to capitalization ratio was less than 0.1 to 1.0.
As of April 30, 2003, we had cash and cash equivalents of $29.7 million, a
significant increase from year end 2002. Long-term debt, including current
maturities, totaled $11.3 million at April 30, 2003 compared to $12.0 million at
October 31, 2002. In addition to our long-term debt, we have a $25.0 million
revolving credit agreement expiring February 2005. As of April 30, 2003, there
were no borrowings under this line of credit. We were in compliance with all
debt covenants as of April 30, 2003.
Operating Activities
Operating activities provided $18.8 million for the six months ended April 30,
2003. A net reduction in operating assets and liabilities provided $10.7
million. The remainder of the increase was due to net income adjusted for
non-cash costs such as depreciation,
15
amortization and the cumulative effect of a change in accounting principle. For
the six months ended April 30, 2002, operating activities provided $25.8
million. The primary difference between the periods is due to the use of cash
during the first quarter of 2003 due to increases in operating assets such as
accounts receivable and inventories.
Investing Activities
Cash used for the purchase of property, plant and equipment during the first six
months of fiscal 2003 was $2.8 million, as compared to $9.0 million for the same
period in fiscal 2002. The majority of our 2003 capital expenditures were to
increase our manufacturing capabilities available for the manufacture of
electrical power control modules. These modules are provided to the oil and gas
industry for use on offshore platforms. During 2002, we completed a new facility
in Northlake, IL for the manufacture of our isolated phase bus duct product
line. The expansion of our North Canton, OH facility, which is used in the
manufacture of electrical power products, was also completed. These expansions
during 2002, as well as capital expenditures to support process improvements
throughout our manufacturing operations, accounted for the increased capital
expenditures in the first six months of 2002.
Financing Activities
Financing activities used $634 thousand in the first six months of fiscal 2003.
Approximately $714 thousand was used for repayments on our long-term debt. Other
financing activities were limited to the issuance of common stock and exercise
of stock options. Net cash used in financing activities for the six months ended
April 30, 2002 was $9.3 million. The decrease in cash used in financing
activities during 2003 is due to lower levels of debt during the time period.
OUTLOOK FOR FISCAL 2003
Due to the current economic environment and the outlook for the markets we
serve, we anticipate consolidated revenues to decline in 2003. We anticipate new
investments in oil and gas facilities to strengthen our export sales during the
coming year. However, additional investments in power generation facilities have
already begun to soften in 2003.
For the third quarter of 2003, we expect earnings from continuing operations to
range between $0.13 and $0.18 per diluted share. For the fiscal year 2003, we
expect earnings from continuing operations to range between $0.60 and $0.75 per
diluted share. Fiscal year 2003 revenue is expected to range between $240
million and $250 million.
We will continue to invest in our manufacturing capabilities and expect capital
expenditures during fiscal year 2003 to range between $5.0 million and $8.0
million. Of this amount, approximately $4.0 million will be needed to complete a
project to increase our manufacturing capacity available for the manufacture of
electrical power control modules. This project was initiated during 2002 and
will be completed in 2003.
As a result of our internal operating efficiencies, cost containment, and low
levels of debt, we anticipate that our cash position will continue to grow
during 2003. We believe that working capital, borrowing capabilities, and funds
generated from operations should be sufficient to finance anticipated
operational activities, capital improvements, debt repayment and possible future
acquisitions for the foreseeable future.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us to make estimates and judgments with respect to the selection and
application of accounting policies that affect the reported amounts of assets,
liabilities, revenues and expenses, and the disclosures of contingent assets and
liabilities. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates.
We believe the following critical accounting policy has the greatest impact on
the preparation of our consolidated financial statements.
Revenue Recognition
We recognize revenues from product sales upon transfer of title at the time of
shipment or delivery according to terms of the contract, when all significant
contractual obligations have been satisfied, the price is fixed or determinable,
and collectibility is reasonably assured. Contract revenues are recognized on a
percentage-of-completion basis primarily using the ratio of labor dollars or
hours
16
incurred to date to total estimated labor dollars or hours to measure the stage
of completion. Contract costs include direct material and labor, and certain
indirect costs. Revenues are not recognized on change orders until customer
approval is obtained. Provisions for total estimated losses on uncompleted
contracts are recorded in the period in which such losses are estimable.
Conditions such as changes in job performance, job conditions, estimated
contract costs and profitability may result in revisions to original assumptions
in the period in which the change becomes evident. Thus, actual results could
differ from original assumptions, resulting in a different outcome for profits
or losses than anticipated.
17
Part 1
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks arising from transactions we have entered
into in the normal course of business. These risks primarily relate to
fluctuations in interest rates, foreign exchange rates, and commodity prices.
We manage our exposure to changes in interest rates by optimizing the use of
variable and fixed rate debt and an interest rate hedge. A 1.0% increase in
interest rates would result in an annual increase in interest expense of less
than $100 thousand. We believe that changes in interest rates will not have a
material near-term impact on our future earnings or cash flows.
We manage our exposure to changes in foreign exchange rates primarily through
arranging compensation in U.S. dollars. Risks associated with changes in
commodity prices are primarily managed through utilizing contracts with
suppliers. Risks related to foreign exchange rates and commodity prices are
monitored and actions could be taken to hedge these risks in the future. We
believe that fluctuations in foreign exchange rates and commodity prices will
not have a material near-term effect on our future earnings and cash flows.
18
Part 1
Item 4
CONTROLS AND PROCEDURES
Our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-4(c) and 15d-14(c) of the Securities Exchange Act of 1934,
as amended) as of a date ("Evaluation Date") within 90 days prior to the filing
date of this quarterly report. Based on such evaluation, our CEO and CFO have
each concluded that as of the Evaluation Date, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
There were no significant changes in our internal controls or in other factors
that could significantly affect the internal controls subsequent to the
Evaluation Date.
19
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 or 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
At the annual meeting of stockholders of the Company held on
March 7, 2003, James F. Clark, Stephen W. Seale, Jr. and
Robert C. Tranchon were elected as directors of the Company
with terms ending in 2006. The directors continuing in office
after the meeting are Joseph L. Becherer, Eugene L. Butler,
Thomas W. Powell, Lawrence R. Tanner and Ronald J. Wolny. As
to each nominee for director, the number of votes cast for or
withheld, as well as the number of abstentions and broker
non-votes, were as follows:
<Table>
<Caption>
Nominee Votes Cast For Votes Cast Against Votes Withheld Abstentions Non-Votes
------- -------------- ------------------ -------------- ----------- ---------
James F. Clark 8,732,583 44,876 -- -- 1,802,742
Stephen W. Seale, Jr. 8,712,022 65,437 -- -- 1,802,742
Robert C. Tranchon 8,703,391 74,068 -- -- 1,802,742
</Table>
At the annual meeting, the stockholders also approved and
ratified the actions of the directors and officers of the
Company during fiscal 2002 as the acts of the Company. The
number of votes cast for, against, or withheld, as well as the
number of abstentions and broker non-votes, with respect to
such matter was as follows:
<Table>
<Caption>
Votes Cast For Votes Cast Against Votes Withheld Abstentions Non-Votes
- ------------- ------------------ -------------- ----------- ---------
8,769,504 7,955 -- -- 1,802,742
</Table>
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
99.1 - Certification Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 - Certification Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
Form 8-K filed on May 15, 2003.
20
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
May 30, 2003 /s/ THOMAS W. POWELL
- ------------ ---------------------------------------------
Date Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)
May 30, 2003 /s/ DON R. MADISON
- ------------ ---------------------------------------------
Date Don R. Madison
Vice President and Chief Financial Officer
(Principal Financial Officer)
21
CERTIFICATION
I, Thomas W. Powell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Powell
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 30, 2003
/s/ THOMAS W. POWELL
-----------------------------------------
Thomas W. Powell,
President and Chief Executive Officer
(Principal Executive Officer)
22
CERTIFICATION
I, Don R. Madison, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Powell
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 30, 2003
/s/ DON R. MADISON
----------------------------------------------
Don R. Madison
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
23
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 - Certification Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 - Certification Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
</Table>