8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): August 6, 2013

POWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-12488	88-0106100
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

8550 Mosley Drive Houston, Texas	77075-1180
(Address of Principal Executive Offices)	(Zip Code)

(713) 944-6900

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition

On August 6, 2013, Powell Industries, Inc. (NASDAQ: POWL) issued a press release regarding the Company’s results of operations for its fiscal 2013 third quarter ended June 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including the exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 – Financial Statements and Exhibits

(d) – Exhibits

Exhibit Number	Description
99.1	Press Release dated August 6, 2013

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.
Date: August 7, 2013
	By:	/s/ Don R. Madison
		Don R. Madison
		Executive Vice President
		Chief Financial and Administrative Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 6, 2013

EX-99.1

Exhibit 99.1

PRESS RELEASE

	Contacts:	Don R. Madison, CFO
		Powell Industries, Inc.
FOR IMMEDIATE RELEASE		713-947-4422

POWELL INDUSTRIES ANNOUNCES FISCAL 2013

THIRD QUARTER RESULTS

HOUSTON — AUGUST 6, 2013 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management and control of electrical energy and other critical processes, today announced results for the fiscal 2013 third quarter ending June 30, 2013.

Revenues for the third quarter of fiscal 2013 were $179.5 million compared to revenues of $194.1 million for the third quarter of fiscal 2012. Net income for the third quarter of fiscal 2013 was $9.3 million, or $0.77 per diluted share, compared to $12.1 million, or $1.02 per diluted share, in the third quarter of fiscal 2012. The third quarter fiscal 2013 results include costs of approximately $1.7 million, or $0.12 per diluted share, related to workforce restructuring in the United Kingdom and relocation costs for the Company’s two new manufacturing facilities.

Michael A. Lucas, Chief Executive Officer, stated, “Our third quarter proved to be challenging as we worked to mitigate customer-requested schedule changes of a few select large projects. The reduction in revenue due to these delays on the larger projects was difficult to overcome, but I am pleased that strong project execution and limited schedule interruptions on small to mid-sized projects generated solid earnings.

“The uncertainty around the timing of large projects is expected to continue into fiscal 2014, impacting both the timing of new awards as well as the execution of orders in the backlog, while activity on small to mid-sized projects continues at steady and healthy levels. Overall, prospects for new capital investments in our key markets are strong. The oil and gas market

remains solid, and we are currently supporting proposal work for both onshore and offshore projects. Engineering support in the planning phase for several large petrochemical projects continues at a good pace, and prospects for LNG opportunities, in the longer term, are improving.

“We are pleased with the progress on our two facility expansions. Initial production in our new Edmonton Canada facility has begun, and we expect to complete that transition by the end of September. We will start moving into our new Houston facility later this month. These new facilities, located in important geographic markets, are crucial to our ability to manage and support the number and size of the capital investments we expect to be made by our customer base in the months and years ahead.”

New orders placed during the third quarter of fiscal 2013 totaled approximately $155 million compared to $124 million in the second quarter of fiscal 2013 and $133 million in the third quarter of fiscal 2012. The Company’s backlog as of June 30, 2013 was $496 million compared to $522 million as of March 31, 2013 and $433 million at the end of last year’s third quarter.

OUTLOOK

The following statements are based on the current expectations of the Company. These statements are forward-looking, and actual results may differ materially as further elaborated in the last paragraph below.

Based on its backlog and current business conditions, as well as potential additional customer schedule changes, Powell Industries has reduced its expected full year fiscal 2013 revenue range to between $650 million and $675 million from its previous guidance of $675 million to $700 million. Full year fiscal 2013 earnings remain unchanged from previous guidance and are expected to range between $2.30 and $2.55 per diluted share. Included in the Company’s earnings outlook is an estimate of $0.25 per diluted share for one-time costs related to the start-up of two new manufacturing facilities.

CONFERENCE CALL

Powell Industries has scheduled a conference call for Wednesday, August 7, 2013 at 11:00 a.m. eastern time. To participate in the conference call, dial 480-629-9835 at least 10 minutes before the call begins and ask for the Powell Industries conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until August 14, 2013. To access the replay, dial 303-590-3030 using a passcode of 4627818#.

Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting powellind.com. To listen to the live call on the web, please visit the website at least fifteen minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 90 days at powellind.com.

Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the control, distribution and management of electrical energy and other dynamic processes. Powell markets include large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations, commuter railways and other vehicular transportation facilities. For more information, please visit powellind.com.

Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company’s filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

POWELL INDUSTRIES, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Nine Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
(In thousands, except per share data)	(Unaudited)						(Unaudited)
Revenues	$	179,519		$	194,093		$	487,375		$	533,035
Cost of goods sold		141,034			150,250			383,391			434,577
Gross profit		38,485			43,843			103,984			98,458
Selling, general and administrative expenses		23,805			24,826			70,238			66,112
Amortization of intangible assets		415			704			1,243			2,111
Restructuring and relocation expenses		1,717			—			1,717			—
Operating income		12,548			18,313			30,786			30,235
Other income		—			—			(1,709	)		—
Interest expense		47			59			151			203
Interest income		(7	)		(25	)		(28	)		(88	)
Income before income taxes		12,508			18,279			32,372			30,120
Income tax provision		3,203			6,141			8,864			12,316
Net income.	$	9,305		$	12,138		$	23,508		$	17,804
Earnings per share:
Basic	$	0.78		$	1.03		$	1.97		$	1.51
Diluted	$	0.77		$	1.02		$	1.96		$	1.50
Weighted average shares:
Basic		11,941			11,812			11,932			11,782
Diluted		12,016			11,861			12,007			11,834
SELECTED FINANCIAL DATA:
Capital expenditures	$	20,458		$	6,667		$	53,728		$	25,546
Depreciation and amortization	$	2,348		$	3,391		$	7,775		$	9,824

POWELL INDUSTRIES, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		September 30,
	2013		2012
(In thousands)	(Unaudited)
Assets:
Current assets	$	354,275	$	346,410
Property, plant and equipment (net)		123,228		78,652
Other assets		23,709		23,250
Total Assets	$	501,212	$	448,312
Liabilities and Stockholders’ Equity:
Current liabilities	$	160,641	$	130,873
Long-term debt and capital lease obligations, net of current maturities		3,200		3,630
Deferred and other long-term liabilities		4,242		3,706
Stockholders’ equity		333,129		310,103
Total Liabilities and Stockholders’ Equity	$	501,212	$	448,312

POWELL INDUSTRIES, INC. & SUBSIDIARIES

BUSINESS SEGMENTS

	Three Months Ended					Nine Months Ended
	June 30, 2013		June 30, 2012			June 30, 2013		June 30, 2012
(In thousands)	(Unaudited)					(Unaudited)
Revenues:
Electrical Power Products	$	170,048	$	186,272		$	461,443	$	510,910
Process Control Systems		9,471		7,821			25,932		22,125
Total Revenues	$	179,519	$	194,093		$	487,375	$	533,035
Income (loss) Before Income Taxes:
Electrical Power Products	$	12,149	$	18,422		$	32,133	$	30,066
Process Control Systems		359		(143	)		239		54
Total Income Before Income Taxes	$	12,508	$	18,279		$	32,372	$	30,120

	June 30,		September 30,
	2013		2012
(In thousands)	(Unaudited)
Identifiable tangible assets:
Electrical Power Products	$	297,893	$	304,894
Process Control Systems		14,675		14,539
Corporate		174,204		114,455
Total Identifiable Tangible Assets	$	486,772	$	433,888
Backlog:
Electrical Power Products	$	412,028	$	361,853
Process Control Systems		84,114		74,838
Total Backlog	$	496,142	$	436,691

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