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 July 31, 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)
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 [ ]
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; 10,603,866 shares outstanding as of
August 25, 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.....................................13
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.................................................................16
Item 4. Controls and Procedures..............................................................17
Part II - Other Information and Signatures..............................................................18
</Table>
2
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<Table>
<Caption>
JULY 31, OCTOBER 31,
2003 2002
----------- -----------
ASSETS
Current Assets:
Cash and cash equivalents .................................................................. $ 38,069 $ 14,362
Marketable securities ...................................................................... 5,449 --
Accounts receivable, less allowance for doubtful accounts of
$1,345 and $1,209, respectively ........................................................ 45,300 69,521
Costs and estimated earnings in excess of billings ......................................... 28,844 32,828
Inventories ................................................................................ 16,943 19,558
Prepaid expenses and other current assets .................................................. 2,981 2,230
----------- -----------
Total Current Assets ................................................................... 137,586 138,499
Property, plant and equipment, net .............................................................. 44,635 45,020
Other assets .................................................................................... 5,461 6,124
----------- -----------
Total Assets ........................................................................... $ 187,682 $ 189,643
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt and capital lease obligations ......................... $ 3,692 $ 4,746
Accounts and income taxes payable .......................................................... 13,258 15,030
Accrued salaries, bonuses and commissions .................................................. 5,597 9,774
Billings in excess of costs and estimated earnings ......................................... 13,769 13,478
Accrued product warranty ................................................................... 1,969 2,123
Other accrued expenses ..................................................................... 5,645 6,882
----------- -----------
Total Current Liabilities .............................................................. 43,930 52,033
Long-term debt and capital lease obligations, net of current maturities ......................... 7,299 7,264
Deferred compensation expense ................................................................... 1,548 1,522
Other liabilities ............................................................................... 556 617
----------- -----------
Total Liabilities ...................................................................... 53,333 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; 10,994,000 and
10,979,000 shares issued, respectively; 10,590,000 and 10,595,000 shares outstanding,
respectively ........................................................................... 110 110
Additional paid-in capital ................................................................. 8,501 8,345
Retained earnings .......................................................................... 131,749 125,872
Treasury stock, 403,775 shares and 383,920 shares respectively, at cost .................... (3,903) (3,925)
Accumulated other comprehensive (loss): fair value of interest rate swap and investments ... (207) (87)
Deferred compensation-ESOP ................................................................. (1,901) (2,108)
----------- -----------
Total Stockholders' Equity ............................................................. 134,349 128,207
----------- -----------
Total Liabilities and Stockholders' Equity ............................................. $ 187,682 $ 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 JULY 31, NINE MONTHS ENDED JULY 31,
2003 2002 2003 2002
------------ ------------ ----------- ------------
Revenues ................................................................. $ 60,382 $ 74,287 $ 196,163 $ 231,061
Cost of goods sold ....................................................... 49,767 57,857 159,192 181,773
----------- ----------- ----------- -----------
Gross profit ............................................................. 10,615 16,430 36,971 49,288
Selling, general and administrative expenses ............................. 8,498 9,710 26,815 29,048
----------- ----------- ----------- -----------
Income before interest and income taxes .................................. 2,117 6,720 10,156 20,240
Interest expense ......................................................... 178 (263) 346 413
Interest income .......................................................... (207) (133) (387) (241)
----------- ----------- ----------- -----------
Income from continuing operations before income taxes and
cumulative effect of change in accounting principle ................... 2,146 7,116 10,197 20,068
Income tax provision ..................................................... 810 2,593 3,810 7,295
----------- ----------- ----------- -----------
Income from continuing operations before cumulative effect
of change in accounting principle ..................................... 1,336 4,523 6,387 12,773
Cumulative effect of change in accounting principle, net of $285 tax ..... -- -- (510) --
----------- ----------- ----------- -----------
Net income ............................................................... $ 1,336 $ 4,523 $ 5,877 $ 12,773
=========== =========== =========== ===========
Earnings per common share:
Basic:
Earnings from continuing operations ................................... $ 0.13 $ 0.43 $ 0.60 $ 1.22
Cumulative effect of change in accounting principle ................... -- -- (0.04) --
----------- ----------- ----------- -----------
Net earnings .......................................................... $ 0.13 $ 0.43 $ 0.56 $ 1.22
=========== =========== =========== ===========
Diluted:
Earnings from continuing operations ................................... $ 0.13 $ 0.42 $ 0.60 $ 1.19
Cumulative effect of change in accounting principle ................... -- -- (0.05) --
----------- ----------- ----------- -----------
Net earnings .......................................................... $ 0.13 $ 0.42 $ 0.55 $ 1.19
=========== =========== =========== ===========
Weighted average number of common shares outstanding ..................... 10,586 10,543 10,580 10,483
=========== =========== =========== ===========
Weighted average number of common and common equivalent
shares outstanding .................................................... 10,662 10,742 10,672 10,699
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
NINE MONTHS ENDED JULY 31,
2003 2002
----------- -----------
Operating Activities:
Net income .............................................................................. $ 5,877 $ 12,773
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Cumulative effect of change in accounting principle, net of tax ..................... 510 --
Depreciation and amortization ....................................................... 3,780 3,546
Loss on disposition of assets ....................................................... 79 25
Deferred income tax provision ....................................................... 268 1,991
Changes in operating assets and liabilities:
Accounts receivable, net ....................................................... 24,221 17,881
Costs and estimated earnings in excess of billings ............................. 3,984 (3,667)
Inventories .................................................................... 2,615 (2,360)
Prepaid expenses and other current assets ...................................... (751) (1,220)
Other assets ................................................................... (484) (616)
Accounts payable and income taxes payable ...................................... (1,484) (2,991)
Accrued liabilities ............................................................ (5,439) 1,299
Billings in excess of costs and estimated earnings ............................. 291 844
Deferred compensation expense .................................................. 233 247
Other liabilities .............................................................. (41) (97)
----------- -----------
Net cash provided by operating activities .................................. 33,659 27,655
----------- -----------
Investing Activities:
Purchases of property, plant and equipment .............................................. (3,390) (11,556)
Purchases of marketable securities ...................................................... (5,763) --
----------- -----------
Net cash used in investing activities ...................................... (9,153) (11,556)
----------- -----------
Financing Activities:
Borrowings of long-term debt ............................................................ 99 --
Repayments on revolving line of credit .................................................. -- (9,000)
Repayments of debt ...................................................................... (1,071) (1,071)
Decrease in restricted cash ............................................................. -- 4,918
Proceeds from issuance of common stock .................................................. 153 --
Proceeds from exercise of stock options ................................................. 20 1,081
----------- -----------
Net cash used in financing activities ...................................... (799) (4,072)
----------- -----------
Net increase in cash and cash equivalents .................................................... 23,707 12,027
Cash and cash equivalents at beginning of period ............................................. 14,362 682
----------- -----------
Cash and cash equivalents at end of period ................................................... $ 38,069 $ 12,709
=========== ===========
Supplemental disclosures of cash flow information (in thousands):
Cash paid during the period for:
Interest ............................................................................ $ 256 $ 465
=========== ===========
Income taxes ........................................................................ $ 3,043 $ 3,200
=========== ===========
Non-cash investing and financing activities:
Change in fair value of interest rate swap during the period, net of $37 and
$26 income taxes, respectively ................................................. $ 65 $ 38
=========== ===========
Change in fair value of marketable securities during the period, net of $100 and
$0 income taxes, respectively .................................................. $ 185 $ --
=========== ===========
</Table>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
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 nine months ended July 31, 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 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.
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 nine months ended July 31, 2003 and 2002. We provide for
estimated warranty costs at the time of sale based upon historical
experience rates. Our products contain warranties for parts and service for
the earlier of 18 months from the date of shipment or 12 months from the
date of initial operations.
In November 2002, the FASB Emerging Issues Task Force ("EITF") reached a
consensus opinion on EITF 00-21, "Revenue Arrangements with Multiple
Deliverables." EITF 00-21 addresses the proper accounting treatment for
goods or services, or both, that are to be delivered separately in a
bundled sales arrangement. The guidance in this issue is effective for
revenue arrangements entered into in fiscal periods beginning after June
15, 2003. We have not yet adopted EITF 00-21 and are currently analyzing
the impact on our consolidated financial position, results of operations
and cash flows.
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
6
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 these Notes to Condensed
Consolidated Financial Statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149, which amends
and clarifies existing accounting pronouncements, addresses financial
accounting and reporting for derivative or other hybrid instruments to
require similar accounting treatment for contracts with comparable
characteristics. This statement was effective for contracts entered into or
modified after June 30, 2003 and for hedging activities designated after
June 30, 2003. We have adopted SFAS No. 149 and there has been no impact on
our consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
This statement addresses financial accounting and reporting for certain
financial instruments with characteristics of both liabilities and equity.
It requires that an issuer classify a financial instrument within its scope
as a liability, or asset as appropriate, to represent obligations of the
issuer. Many of the instruments covered by this statement have previously
been classified as equity. We are currently assessing the impact this
statement will have on our consolidated financial statements.
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 July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Numerator:
Net income from continuing operations available
to common stockholders ............................. $ 1,336 $ 4,523 $ 6,387 $ 12,773
Cumulative effect of change in accounting principle .... -- -- (510) --
------------ ------------ ------------ ------------
Net income available to common stockholders ............ $ 1,336 $ 4,523 $ 5,877 $ 12,773
============ ============ ============ ============
Denominator:
Denominator for basic earnings per share-weighted
average shares ..................................... 10,586 10,543 10,580 10,483
Dilutive effect of stock options ....................... 76 199 92 216
------------ ------------ ------------ ------------
Denominator for diluted earnings per share-adjusted
weighted average shares with assumed conversions ... 10,662 10,742 10,672 10,699
============ ============ ============ ============
Basic earnings per share:
From continuing operations ............................. $ 0.13 $ 0.43 $ 0.60 $ 1.22
Cumulative effect of change in accounting principle .... -- -- (0.04) --
------------ ------------ ------------ ------------
Net earnings per share ................................. $ 0.13 $ 0.43 $ 0.56 $ 1.22
============ ============ ============ ============
Diluted earnings per share:
From continuing operations ............................. $ 0.13 $ 0.42 $ 0.60 $ 1.19
Cumulative effect of change in accounting principle .... -- -- (0.05) --
------------ ------------ ------------ ------------
Net earnings per share ................................. $ 0.13 $ 0.42 $ 0.55 $ 1.19
============ ============ ============ ============
</Table>
For the three months and nine months ended July 31, 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.
7
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 July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Balance at beginning of period ................................. $ 1,065 $ 601 $ 1,209 $ 551
Adjustments to the reserve ..................................... 285 245 227 361
Deductions for uncollectible accounts written off,
net of recoveries .......................................... (5) (4) (91) (70)
------------ ------------ ------------ ------------
Balance at end of period ....................................... $ 1,345 $ 842 $ 1,345 $ 842
============ ============ ============ ============
</Table>
Activity in our accrued product warranty account consists of the following
(in thousands):
<Table>
<Caption>
Three Months Ended July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Balance at beginning of period ................................. $ 2,049 $ 2,389 $ 2,123 $ 1,860
Adjustments to the reserve ..................................... 384 697 1,295 2,120
Deductions for warranty charges ................................ (464) (451) (1,449) (1,345)
------------ ------------ ------------ ------------
Balance at end of period ....................................... $ 1,969 $ 2,635 $ 1,969 $ 2,635
============ ============ ============ ============
</Table>
The components of inventories are summarized below (in thousands):
<Table>
<Caption>
July 31, October 31,
2003 2002
------------ ------------
Raw materials, parts and subassemblies ........................................................... $ 12,473 $ 14,111
Work-in-process .................................................................................. 4,470 5,447
------------ ------------
Total inventories ..................................................................... $ 16,943 $ 19,558
============ ============
</Table>
Property, plant and equipment is summarized below (in thousands):
<Table>
<Caption>
July 31, October 31,
2003 2002
------------ ------------
Land ............................................................................................. $ 5,075 $ 5,093
Buildings and improvements ....................................................................... 37,112 35,791
Machinery and equipment .......................................................................... 39,297 37,191
Furniture & fixtures ............................................................................. 3,012 3,012
Construction in process .......................................................................... 6,169 6,463
------------ ------------
90,665 87,550
Less-accumulated depreciation .................................................................... (46,030) (42,530)
------------ ------------
Total property, plant and equipment, net ......................................................... $ 44,635 $ 45,020
============ ============
</Table>
Depreciation expense for the nine months ended July 31, 2003 and 2002 was
$3.7 million and $3.4 million, respectively.
The components of costs and estimated earnings in excess of billings are
summarized below (in thousands):
<Table>
<Caption>
July 31, October 31,
2003 2002
------------ ------------
Costs and estimated earnings ..................................................................... $ 173,615 $ 190,106
Progress billings ................................................................................ (144,771) (157,278)
------------ ------------
Total costs and estimated earnings in excess of billings ..................................... $ 28,844 $ 32,828
============ ============
</Table>
8
The components of billings in excess of costs and estimated earnings are
summarized below (in thousands):
<Table>
<Caption>
July 31, October 31,
2003 2002
------------ ------------
Progress billings ............................................................................ $ 179,356 $ 131,840
Costs and estimated earnings ................................................................. (165,587) (118,362)
------------ ------------
Total billings in excess of costs and estimated earnings ................................. $ 13,769 $ 13,478
============ ============
</Table>
D. COMPREHENSIVE INCOME
Our comprehensive income consists of net income, the change in fair value
of hedge instruments and unrealized losses on marketable securities. 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. At July 31,
2003, marketable securities consisted of investment-grade corporate bonds
that we have classified as available-for-sale. The maturity dates of these
bonds vary from 5-9 years. These investments are carried at fair value,
with unrealized gains and losses, net of related tax effects, included in
other comprehensive income. Comprehensive income for the three and nine
month periods ended July 31, 2003 and 2002 was as follows (in thousands):
<Table>
<Caption>
Three Months Ended July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income ................................................. $ 1,336 $ 4,523 $ 5,877 $ 12,773
Unrealized (loss) on available-for-sale investments,
net of tax ................................................ (185) -- (185) --
Change in fair value of hedge instrument, net of tax ....... 21 (9) 65 38
------------ ------------ ------------ ------------
Comprehensive income ....................................... $ 1,172 $ 4,514 $ 5,757 $ 12,811
============ ============ ============ ============
</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 July 31, 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 July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income, as reported ....................................... $ 1,336 $ 4,523 $ 5,877 $ 12,773
Less: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects ................................. (193) (199) (530) (670)
------------ ------------ ------------ ------------
Pro forma net income .......................................... $ 1,143 $ 4,324 $ 5,347 $ 12,103
============ ============ ============ ============
Basic earnings per share:
As reported ................................................ $ 0.13 $ 0.43 $ 0.56 $ 1.22
Pro forma .................................................. 0.11 0.41 0.51 1.15
Diluted earnings per share:
As reported ................................................ $ 0.13 $ 0.42 $ 0.55 $ 1.19
Pro forma .................................................. 0.11 0.40 0.50 1.13
</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
9
control of electrical energy. Process Control Systems consists principally
of instrumentation, computer controls, communications and data management
systems.
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 nine months ended July 31, 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. The corporate assets are
mainly cash and cash equivalents and marketable securities.
Detailed information regarding our business segments is shown below (in
thousands):
<Table>
<Caption>
Three Months Ended July 31, Nine Months Ended July 31,
2003 2002 2003 2002
-------------- ----------- ------------ ------------
Revenues
Electrical Power Products ................................................. $ 53,063 $ 67,804 $ 176,777 $ 214,036
Process Control Systems ................................................... 7,319 6,483 19,386 17,025
----------- ----------- ----------- -----------
Total Revenues ............................................................ $ 60,382 $ 74,287 $ 196,163 $ 231,061
=========== =========== =========== ===========
Income from continuing operations before income taxes and cumulative
effect of change in accounting principle
Electrical Power Products ................................................. $ 1,760 $ 6,737 $ 9,367 $ 19,698
Process Control Systems ................................................... 386 379 830 370
----------- ----------- ----------- -----------
Total income from continuing operations before income taxes
and cumulative effect of change in accounting principle .................. $ 2,146 $ 7,116 $ 10,197 $ 20,068
=========== =========== =========== ===========
</Table>
<Table>
<Caption>
July 31, October 31,
2003 2002
------------ ------------
Assets
Electrical Power Products ...................................................................... $ 122,360 $ 156,584
Process Control Systems ........................................................................ 17,465 14,937
Corporate ...................................................................................... 47,857 18,122
------------ ------------
Total Assets ................................................................................... $ 187,682 $ 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 nine months of 2003 were
favorably impacted by this reduction in amortization expense by $70
thousand, net of $38 thousand taxes, or $0.01 per diluted share. The
statement requires a test for impairment to be performed annually, or
immediately if conditions indicate that impairment could exist. Intangible
assets with definite useful lives will continue to be amortized over their
estimated useful lives.
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
10
impaired goodwill amounts as a cumulative effect of a change in accounting
principle in the first quarter of 2003. We recorded an impairment charge of
$380 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 nine month period ended July 31, 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 July 31, Nine Months Ended July 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Income from continuing operations before cumulative effect of
change in accounting principle ................................ $ 1,336 $ 4,523 $ 6,387 $ 12,773
Cumulative effect of change in accounting principle ............... -- -- (510) --
------------ ------------ ------------ ------------
Reported net income ............................................... 1,336 4,523 5,877 12,773
Addback: Amortization of goodwill, net of $13 and $38 thousand
taxes, respectively ........................................... -- 23 -- 70
------------ ------------ ------------ ------------
Adjusted net income ............................................... $ 1,336 $ 4,546 $ 5,877 $ 12,843
============ ============ ============ ============
Basic earnings per share:
Net earnings per share - as reported .......................... $ 0.13 $ 0.43 $ 0.56 $ 1.22
Amortization of goodwill ...................................... -- -- -- 0.01
------------ ------------ ------------ ------------
Adjusted net earnings per share ............................ $ 0.13 $ 0.43 $ 0.56 $ 1.23
Diluted earnings per share:
Net earnings per share - as reported .......................... $ 0.13 $ 0.42 $ 0.55 $ 1.19
Amortization of goodwill ...................................... -- -- -- 0.01
------------ ------------ ------------ ------------
Adjusted net earnings per share ............................ $ 0.13 $ 0.42 $ 0.55 $ 1.20
</Table>
A summary of goodwill and other intangible assets follows (in thousands):
<Table>
<Caption>
July 31, 2003 October 31, 2002
--------------------------- ---------------------------
Historical Accumulated Historical Accumulated
Cost Amortization Cost Amortization
------------ ------------ ------------ ------------
Goodwill ...................................... $ 304 $ 181 $ 2,133 $ 1,215
Intangible assets subject to amortization:
Deferred loan costs ....................... 233 20 233 12
Patents and Trademarks .................... 837 491 837 444
</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 nine months ended July 31,
2003 was $22 thousand and $55 thousand, respectively. Estimated
amortization expense for each of the subsequent five fiscal years is
expected to be approximately $80 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 $10.3 million as of July 31, 2003. We
also had performance bonds totaling approximately $161.6 million that were
outstanding at July 31, 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
11
Venture on the project. In a separate matter, the Joint Venture received
notice dated May 9, 2002 (the "Notice") from the MTA that a follow-on
contractor has asserted a claim against the MTA in connection with work
done or to be done by the follow-on contractor on the project. One
component of the Project involved the Joint Venture performing specific
work that the MTA then bid for the follow-on contractor to complete. 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.
12
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 19% to $60.4 million in the third quarter of fiscal 2003 as
compared to the third quarter of fiscal year 2002. For the nine months ended
July 31, 2003, revenues decreased 15% to $196.2 million compared to $231.1
million for the nine months ended July 31, 2002. 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 nine months ended July 31, 2003 of $53.1 million and $176.8
million, respectively, compared to $67.8 million and $214.0 million for the same
periods of the previous year. Revenues in our Process Control Systems segment
were $7.3 million and $19.4 million for the three and nine months ended July 31,
2003 compared to $6.5 million and $17.0 million for the same time period of the
previous year. Increased billable hours and costs incurred on percentage of
completion projects for the three and nine months ended July 31, 2003 resulted
in higher revenue recognition for this segment as compared to the previous year.
International revenues increased 6% in the third quarter to $7.2 million from
$6.8 million in the same quarter of the prior year. Revenues outside of the
United States accounted for 12% of consolidated revenues in the third quarter of
fiscal 2003 compared to 9% in the same period last year. The relative strength
of oil and gas production facilities' investments compared to the domestic
market has strengthened our export sales.
Gross profit as a percentage of revenues during the third quarter of 2003
decreased to 17.6% from 22.1% in the third quarter of 2002. Gross profit as a
percentage of revenues for the nine months ended July 31, 2003 decreased to
18.8% from 21.3% for the nine months ended July 31, 2002. The gross profit for
both periods was adversely impacted by competitive pricing in a depressed
marketplace.
Operating Expenses
Selling, general and administrative expenses, including research and development
expenditures, were $8.5 million (14.1% of revenues) in the third quarter of 2003
compared to $9.7 million (13.1% of revenues) in the third quarter of fiscal
2002. Selling, general and administrative expenses, including research and
development expenditures, were $26.8 million (13.7% of revenues) for the nine
months ended July 31, 2003 compared to $29.0 million (12.6% of revenues) for the
nine months ended July 31, 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 third quarter of 2003, we incurred $178 thousand in interest expense
on our term debt and outstanding industrial revenue bonds. During the third
quarter of 2002, we recorded an adjustment to interest expense for the nine
months ended July 31, 2002, as estimates of variable interest expense recorded
during 2002 were higher than actual interest incurred. For the nine months ended
July 31, 2003, we incurred $346 thousand in interest expense compared to $413
thousand for the same time period of fiscal 2002. As a result of lower levels of
debt and decreased interest rates, our interest expense has declined.
Interest income increased by $74 thousand to $207 thousand for the third quarter
2003 compared to the same period of the previous year. For the first nine months
of 2003, interest income increased by $146 thousand compared to the first nine
months of 2002. The lower interest rate environment has been offset by our
higher level of invested funds during 2003.
13
Provision for Income Taxes
Our provision for income taxes reflects an effective income tax rate on earnings
before income taxes of 37.7% in the third quarter of fiscal 2003 compared to
36.4% in the third quarter of fiscal 2002. Our provision for income taxes
reflects an effective income tax rate on earnings before income taxes of 37.4%
for the nine months ended July 31, 2003 compared to 36.4% for the nine months
ended July 31, 2002. The increase in our effective tax rate is primarily due to
increased state taxes.
Net Earnings 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 $1.3 million, or $0.13 per diluted share, in the third
quarter of fiscal year 2003 compared to $4.5 million, or $0.42 per diluted
share, in the third quarter of fiscal year 2002. For the nine months ended July
31, 2003 and 2002, net income from continuing operations before cumulative
effect of change in accounting principle was $6.4 million, or $0.60 per diluted
share, and $12.8 million, or $1.19 per diluted share, respectively. Declines in
business volume have resulted in earnings weakening in fiscal 2003 compared to
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 $0.05 per diluted share.
Net income
Net income was $1.3 million, or $0.13 per diluted share, in the third quarter of
fiscal year 2003 compared to $4.5 million, or $0.42 per diluted share, in the
third quarter of fiscal year 2002. Net income was $5.9 million, or $0.55 per
diluted share, for the nine months ended July 31, 2003 compared to $12.8
million, or $1.19 per diluted share, for the nine months ended July 31, 2002. A
decline in business volume and lower gross profits resulted in earnings
weakening during fiscal 2003.
Backlog
The order backlog on July 31, 2003, was $178.4 million, compared to $189.4
million at fiscal year end 2002 and $215.3 million at the end of the third
quarter one year ago. New orders placed during the third quarter totaled $35.8
million versus $98.7 million in our second quarter 2003 and $67.9 million for
the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
We have maintained a strong liquidity position. Working capital was $93.7
million at July 31, 2003 compared to $86.5 million at October 31, 2002. As of
July 31, 2003, current assets exceeded current liabilities by 3.1 times and our
debt to capitalization ratio was less than 0.1 to 1.0.
As of July 31, 2003, we had cash and cash equivalents of $38.0 million, as well
as $5.4 million in marketable debt securities, a significant increase from year
end 2002. Long-term debt, including current maturities, totaled $11.0 million at
July 31, 2003 compared to $12.0 million at October 31, 2002. In addition to our
long-term debt, we have a $25 million revolving credit agreement expiring
February 2005. As of July 31, 2003, there were no borrowings under this line of
credit. We were in compliance with all debt covenants as of July 31, 2003.
Operating Activities
For the nine months ended July 31, 2003, cash from operating activities provided
$33.7 million. A net reduction in operating assets and liabilities provided
$23.1 million. The remainder of the increase was due to net earnings adjusted
for non-cash costs such as depreciation, amortization and the cumulative effect
of a change in accounting principle. For the nine months ended July 31, 2002,
operating activities provided $27.7 million. The primary difference between the
periods is due to the cash provided during 2003 as a result of decreases in
operating assets such as accounts receivable and inventories.
Investing Activities
Cash used for the purchase of property, plant and equipment during the nine
months ended July 31, 2003 was $3.4 million, as compared to $11.6 million for
the nine months ended July 31, 2002. The majority of our 2003 capital
expenditures were to increase our
14
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
during 2002. During the third quarter of 2003, we also used cash of $5.8 million
to purchase marketable securities.
Financing Activities
Financing activities used $799 thousand in the first three quarters of 2003.
Approximately $1.0 million was used for repayments on our long-term debt, while
$99 thousand was provided by borrowings of 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 nine months ended July
31, 2002 was $9.0 million. The decrease in cash used in financing activities
during the first three quarters of 2003 as compared to the same period in 2002
is due to lower levels of debt during 2003.
OUTLOOK
For the fourth quarter of 2003, we expect earnings from continuing operations to
range between $0.10 and $0.15 per diluted share. For the full year 2003, we
expect earnings from continuing operations to range between $0.65 and $0.70 per
diluted share. Fiscal year 2003 revenue is expected to range between $250
million and $255 million.
We will continue to invest in our manufacturing capabilities and expect capital
expenditures for full fiscal year 2003 to range between $4.0 million and $6.0
million. During 2002, we initiated a project to increase our manufacturing
capacity available for the manufacture of electrical power control modules. This
project is expected to be completed in early fiscal year 2004. As of the end of
the third quarter 2003, approximately $2.0 million will be needed to complete
this project.
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 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.
15
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. In addition to variable rate debt, we also invest in
marketable debt securities as mentioned in Footnote D that are carried at fair
value on the consolidated balance sheet, with unrealized gains and losses
reported in other comprehensive income. Changes in interest rates will affect
the fair value of the marketable securities as reported. However, 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.
16
Part 1
Item 4
CONTROLS AND PROCEDURES
Management, with the participation of our Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this report. Based on such evaluation, our CEO and CFO have each
concluded that as of the end of such period, our disclosure controls and
procedures were effective 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
and that such information is accumulated and communicated to our management,
including the CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosures.
We also maintain a system of internal accounting controls that are designed to
provide reasonable assurance that our books and records accurately reflect our
transactions and that our policies and procedures are followed. There have not
been any changes in our internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
17
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 condition 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
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 - Articles of Incorporation and Certificates of
Amendment of Powell Industries, Inc. dated July 20,
1987 and March 13, 1992 (filed as Exhibit 3 to our
Form 10-K for the fiscal year ended October 31, 1982,
Form 10-Q for the quarter ended July 31, 1987, and
Form 10-Q for the quarter ended April 30, 1992,
respectively, and incorporated herein by reference).
3.2 - By-laws of Powell Industries, Inc. (filed as Exhibit
3.2 to our Form 10-Q for the quarter ended April 30,
1995 and incorporated herein by reference).
31.1 - Certification of Thomas W. Powell pursuant to Rule
13a-14(a)/15d-14(a).
31.2 - Certification of Don R. Madison pursuant to Rule
13a-14(a)/15d-14(a).
32.1 - Certification of Thomas W. Powell Pursuant to
Section 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 - Certification of Don R. Madison Pursuant to Section
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
Form 8-K filed on June 3, 2003
18
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
August 29, 2003 /s/ THOMAS W. POWELL
- --------------- -------------------------------------
Date Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)
August 29, 2003 /s/ DON R. MADISON
- --------------- -------------------------------------
Date Don R. Madison
Vice President and Chief Financial
Officer
(Principal Financial Officer)
19
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
3.1 - Articles of Incorporation and Certificates of Amendment of
Powell Industries, Inc. dated July 20, 1987 and March 13, 1992
(filed as Exhibit 3 to our Form 10-K for the fiscal year ended
October 31, 1982, Form 10-Q for the quarter ended July 31,
1987, and Form 10-Q for the quarter ended April 30, 1992,
respectively, and incorporated herein by reference).
3.2 - By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to
our Form 10-Q for the quarter ended April 30, 1995 and
incorporated herein by reference).
31.1 - Certification of Thomas W. Powell pursuant to Rule
13a-14(a)/15d-14(a).
31.2 - Certification of Don R. Madison pursuant to Rule
13a-14(a)/15d-14(a).
32.1 - Certification of Thomas W. Powell Pursuant to Section 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 - Certification of Don R. Madison Pursuant to Section 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
</Table>