<PAGE> 1
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, 1996
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________________
to ______________________
COMMISSION FILE NUMBER 0-6050
POWELL INDUSTRIES, INC.
________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 88-0106100
__________________________________________ ________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8550 Mosley Drive, Houston, Texas 77075-1180
__________________________________________ ________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 944-6900
Indicate by "X" whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ------
Common Stock, par value $.01 per share; 10,572,084 shares outstanding on
July 31, 1996.
<PAGE> 2
POWELL INDUSTRIES, INC.
<TABLE>
<S> <C>
PART I - Financial Information
Item 1. Financial Statements ...................................... 3 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Quarterly
Results of Operations................................... 10 - 12
PART II - Other Information and Signatures .................................. 13 - 14
</TABLE>
<PAGE> 3
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
July 31, October 31,
Assets 1996 1995
(unaudited) (Restated)
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents............................................................... $7,199 $2,796
Accounts receivable, less allowance for doubtful accounts
of $540 and $688, respectively....................................................... 39,182 25,921
Costs and estimated earnings in excess of billings...................................... 12,969 11,114
Inventories............................................................................. 15,592 15,062
Deferred income taxes................................................................... 267 1,039
Income taxes receivable................................................................. 3,216 718
Prepaid expenses and other current assets............................................... 1,190 1,693
----------- -----------
Total Current Assets.................................................................. 79,615 58,343
Property, plant and equipment, net........................................................ 13,613 14,166
Deferred income taxes, noncurrent......................................................... 1,814 1,286
Other assets.............................................................................. 4,632 4,850
Net assets of discontinued operations..................................................... --- 12,074
----------- -----------
Total Assets.......................................................................... $99,674 $90,719
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts and income taxes payable....................................................... $10,685 $8,657
Accrued salaries, bonuses and commissions............................................... 5,036 4,716
Accrued product warranty................................................................ 1,481 1,375
Other accrued expenses.................................................................. 6,805 3,496
Billings in excess of costs and estimated earnings ..................................... 6,430 4,107
Current maturities of long-term debt.................................................... 3,750 2,813
Net liabilities of discontinued operations.............................................. 1,607 ---
----------- -----------
Total Current Liabilities............................................................. 35,794 25,164
Long-term debt............................................................................ --- 3,750
Deferred compensation expense............................................................. 2,175 2,006
Postretirement benefits liability......................................................... 1,712 2,142
Stockholders' Equity:
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
Common stock, par value $.01; 15,000,000 shares authorized; 10,572,084 and
10,542,704, respectively, shares issued and outstanding ............................. 106 105
Additional paid-in capital.............................................................. 5,346 5,062
Retained earnings....................................................................... 58,050 56,183
Deferred compensation-ESOP.............................................................. (3,509) (3,693)
----------- -----------
Total Stockholders' Equity............................................................ 59,993 57,657
----------- -----------
Total Liabilities and Stockholders' Equity............................................ $99,674 $90,719
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 4
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended July 31,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
Revenues.................................................................................. $45,838 $34,587
Cost of goods sold........................................................................ 33,624 26,639
----------- -----------
Gross profit.............................................................................. 12,214 7,948
Selling, general and administrative expenses.............................................. 7,462 5,371
----------- -----------
Earnings from operations.................................................................. 4,752 2,577
Interest, net............................................................................. 29 179
----------- -----------
Earnings from continuing operations before
income tax provision.................................................................... 4,723 2,398
Income tax provision...................................................................... 1,677 406
----------- -----------
Earnings from continuing operations....................................................... $3,046 $1,992
Discontinued operations:
Loss from operations, net of income tax benefit
of $2,104,000 and $114,000 respectively................................................. (3,824) (554)
Loss on disposal, net of income tax benefit
of $926,000............................................................................. (1,682) ---
----------- -----------
Net earnings (loss)....................................................................... ($2,460) $1,438
=========== ===========
Net earnings (loss) per common and common equivalent share:
Continuing operations................................................................... $0.28 $0.19
Discontinued operations................................................................. (0.51) (0.05)
----------- -----------
Net earnings (loss) per common and
common equivalent share outstanding................................................... ($0.23) $0.14
=========== ===========
Weighted average number of common
and common equivalent shares outstanding................................................ 10,759,428 10,542,704
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 5
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended July 31,
------------------------------
1996 1995
----------- -----------
<S> <C> <C>
Revenues.................................................................................. $128,320 $97,464
Cost of goods sold........................................................................ 96,125 75,375
----------- -----------
Gross profit.............................................................................. 32,195 22,089
Selling, general and administrative expenses.............................................. 19,930 14,792
----------- -----------
Earnings from operations.................................................................. 12,265 7,297
Interest, net............................................................................. 154 447
----------- -----------
Earnings from continuing operations before
income taxes............................................................................ 12,111 6,850
Income tax provision...................................................................... 4,293 1,822
----------- -----------
Earnings from continuing operations....................................................... $7,818 $5,028
Discontinued operations:
Loss from operations, net of income tax benefit
of $2,350,000 and $481,000, respectively................................................ (4,270) (1,329)
Loss on disposal, net of income tax benefit
of $926,000............................................................................. (1,682) ---
----------- -----------
Net earnings (loss)....................................................................... $1,866 $3,699
=========== ===========
Net earnings (loss) per common and common equivalent share:
Continuing operations................................................................... $0.73 $0.48
Discontinued operations................................................................. (0.56) (0.13)
----------- -----------
Net earnings per common and common equivalent share..................................... $0.17 $0.35
=========== ===========
Weighted average number of common
and common equivalent shares outstanding................................................ 10,747,130 10,531,593
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 6
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended July 31,
--------------------------
1996 1995
---------- -----------
<S> <C> <C>
Operating Activities:
Net earnings............................................................................ $1,866 $3,699
Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:
Depreciation and amortization......................................................... 3,211 2,044
Deferred income taxes................................................................. 244 256
Gain on sale of U.S. Turbine Corp..................................................... (87) ---
Postretirement benefits liability..................................................... (430) (72)
Changes in operating assets and liabilities:
Accounts receivable................................................................. (13,261) (2,616)
Costs and estimated earnings in excess of billings.................................. (1,855) (2,074)
Inventories......................................................................... (530) (3,973)
Prepaid expenses and other current assets........................................... 503 (508)
Other assets........................................................................ (350) 1,008
Accounts payable and income taxes payable or receivable............................. (470) 647
Accrued liabilities................................................................. 3,735 (2,101)
Billings in excess of costs and estimated earnings.................................. 2,323 2,514
Deferred compensation expense....................................................... 353 548
Changes in net assets of discontinued operations.................................... 10,838 (49)
----------- -----------
Net cash provided by (used in) operating activities....................................... 6,090 (677)
----------- -----------
Investing Activities:
Purchases of property, plant, and equipment............................................. (2,089) (2,209)
Proceeds from sale of the assets of U.S. Turbine Corp................................... 3,430 ---
----------- -----------
Net cash provided by (used in) investing activities....................................... 1,341 (2,209)
----------- -----------
Financing Activities:
Net proceeds from revolving line of credit.............................................. --- 1,600
Payments of long-term debt.............................................................. (2,813) (2,813)
Issuance of note receivable............................................................. (500) ---
Exercise of stock grants and options.................................................... 285 157
----------- -----------
Net cash used in financing activities..................................................... (3,028) (1,056)
----------- -----------
Net increase (decrease) in cash and cash equivalents...................................... 4,403 (3,942)
Cash and cash equivalents at beginning of period.......................................... 2,796 7,301
----------- -----------
Cash and cash equivalents at end of period................................................ $7,199 $3,359
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 7
Part I
Item 1
POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion
of management, reflect all adjustments which are of a normal recurring nature
necessary for a fair presentation of financial position, results of operations,
and cash flows. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
company's latest annual report. Prior year amounts in the Consolidated
Financial Statements and Notes to Consolidated Financial Statements have been
restated to reflect the Company's discontinued operations. Additionally,
certain prior year amounts have been reclassified to conform with the fiscal
1996 presentation.
B. DISCONTINUED OPERATIONS
On July 26, 1996, the Company completed the sale of the assets and
business of its power generation set packaging business to Rolls-Royce
Acquisition Corporation. This business was operated by U.S. Turbine Corp., the
Company's subsidiary in Maineville, Ohio. Total consideration, as adjusted,
was $12,889,000, including $3,660,000 of cash, a $500,000 note receivable
bearing interest at the prime rate, due July 1997 and the assumption of
liabilities of $8,729,000. The Company recognized a gain on the sale of
$87,000, net of taxes. The Company has also guaranteed the collection of
certain accounts receivables and the salability of certain inventory. The
Company recognized net losses from operations of $2,636,000 and $440,000 for
the quarters ended July 31, 1996 and 1995, respectively. For the nine months
ended July 31, 1996 and 1995, losses from discontinued operations for U.S.
Turbine Corp. were $2,908,000 and $817,000, respectively.
Included in the discontinued operations for the quarter and the nine
months ended July 31, 1996 is an accrual of $3,000,000 ($1,950,000 net of tax)
for legal fees related to the NatWest litigation that is believed to be
sufficient to provide legal services through trial. (See Part II, Item 1 on
page 13)
The components of net assets of the U.S. Turbine Corp. discontinued
operations are summarized below.
<TABLE>
<CAPTION>
July 31, October 31,
1996 1995
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Total current assets...................................................................... $194 $12,375
Total assets.............................................................................. 195 14,197
Total current liabilities................................................................. 604 5,366
----------- -----------
Net assets (liabilities).................................................................. ($409) $8,831
=========== ===========
</TABLE>
<PAGE> 8
On August 1, 1996, the Company announced its intentions to discontinue its
operations in the microprocessor-based process control systems and equipment
business line. A formal plan of discontinuance has been developed and it is
anticipated that the project will be completed by December 31, 1996. The
Company recognized expected losses on disposal of $1,769,000, net of income tax
benefit and net losses from operations for the quarters ended July 31, 1996 and
1995 of $1,188,000 and $114,000, respectively. For the nine months ended July
31, 1996 and 1995 the discontinued losses from operations for Powell-Process
Systems, Inc. were $1,362,000 and $512,000, respectively.
The components of net assets of the Powell-Process Systems, Inc. discontinued
operations are summarized below.
<TABLE>
<CAPTION>
July 31, October 31,
1996 1995
(unaudited) (unaudited)
------------ -----------
<S> <C> <C>
Total current assets...................................................................... $1,169 $2,983
Total assets.............................................................................. 1,207 4,040
Total current liabilities................................................................. 2,405 797
----------- -----------
Net assets (liabilities).................................................................. ($1,198) $3,243
=========== ===========
</TABLE>
Revenues of U.S. Turbine Corp. and Powell Process Systems, Inc., net of
intercompany sales, were $8,446,000 and $5,689,000 for the quarters ended July
31, 1996 and July 31, 1995, respectively, and $28,547,000 and $20,498,000 for
the nine months ended July 31, 1996 and July 1995, respectively.
The sale of the assets of U.S. Turbine Corp. and the discontinuation of
the operations of Powell-Process Systems, Inc. are being accounted for as
discontinued operations and, accordingly, their operating results are reported
in this manner for all periods presented in the accompanying consolidated
financial statements.
C. INVENTORY
<TABLE>
<CAPTION>
July 31, October 31,
1996 1995
(unaudited) (Restated)
----------- ----------
<S> <C> <C>
The components of inventory are summarized below (in thousands):
Raw materials and subassemblies........................................................... $9,708 $7,856
Work-in-process........................................................................... 5,884 7,206
----------- -----------
Total inventories......................................................................... $15,592 $15,062
=========== ===========
</TABLE>
D. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
July 31, October 31,
1996 1995
(unaudited) (Restated)
----------- ----------
<S> <C> <C>
Property, plant and equipment are summarized below (in thousands):
Land...................................................................................... $2,362 $2,362
Buildings and improvements................................................................ 13,255 13,119
Machinery and equipment................................................................... 22,481 19,706
Furniture & fixtures...................................................................... 3,083 2,873
Construction in process................................................................... 364 417
----------- -----------
41,545 38,477
Less-accumulated depreciation............................................................. (27,932) (24,311)
----------- -----------
Total property, plant and equipment, net.................................................. $13,613 $14,166
=========== ==========
</TABLE>
<PAGE> 9
E. Other Financial Information (unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
July 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
Supplemental disclosure of cash flow information (in thousands):
Cash paid during the period for:
Interest............................................................................. $711 $1,012
=========== ===========
Income taxes......................................................................... $3,000 $1,655
=========== ===========
</TABLE>
F. Production Contracts
For contracts in which the percentage-of-completion method is used, costs
and estimated earnings in excess of billings are shown as a current asset
and billings in excess of costs and estimated earnings are shown as a
current liability. The components of these contracts are as follows (in
thousands):
<TABLE>
<CAPTION>
July 31, October 31,
1996 1995
(unaudited) (Restated)
----------- -----------
<S> <C> <C>
Costs and estimated earnings......................................................... $46,352 $46,611
Progress billings.................................................................... (33,383) (35,497)
---------- ----------
Total costs and estimated earnings in excess of billings............................. $12,969 $11,114
========== ==========
Progress billings.................................................................... $51,672 $27,159
Costs and estimated earnings......................................................... (45,242) (23,052)
---------- ----------
Total billings in excess of costs and estimated earnings............................. $6,430 $4,107
========== ==========
</TABLE>
<PAGE> 10
Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND QUARTERLY RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During 1990, the Company concluded a private placement of $15,000,000 in term
notes, of which $3,750,000 was outstanding as of July 31, 1996. These notes
are unsecured with a fixed interest rate of 10.4 percent. The notes mature
June 1997, with the final payment of $3,750,000.
In October 1995, the Company entered into a $15,000,000 revolving line of
credit agreement with a major domestic bank. As of July 31, 1996, the Company
did not have borrowings outstanding under this line.
The Company's ability to satisfy its cash requirements is evaluated by
analyzing key measures of liquidity applicable to the Company. The following
table is a summary of the measures which are significant to management:
<TABLE>
<CAPTION>
July 31, October 31, July 31,
1996 1995 1995
(Restated) (Restated)
<S> <C> <C> <C>
Working Capital $43,821,000 $33,179,000 $35,733,000
Current Ratio 2.22 to 1 2.32 to 1 2.55 to 1
Debt to Capitalization .06 to 1 .11 to 1 .15 to 1
</TABLE>
The consolidated statements of cash flows show that cash increased
approximately $4,403,000 during the nine months ended July 31, 1996. The cash
received related to the sale of the power generation set packaging business
operated by U.S. Turbine corp. in July accounted for the majority of the
increase. This was offset by larger accounts receivable requiring the use of
cash due to the increased volume of business. The use of cash for capital
expenditures during the nine months of 1996 was $2,089,000, which was mainly
invested in machinery and equipment.
The Company's fiscal 1996 asset management program will continue to focus on
the collection of receivables and reduction in inventories. The Company plans
to satisfy its fiscal 1996 capital requirements and operating needs primarily
with funds available in cash and cash equivalents of $7,199,000, funds
generated from operating activities, and funds available under its existing
revolving credit line.
<PAGE> 11
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of revenues, certain items from
the Consolidated Statements of Operations.
All 1996 data, and comparable 1995 data, have been adjusted to reflect the sale
of certain assets and business of U.S. Turbine Corp. and the discontinuation
of operations of Powell-Process Systems, Inc., both occurring during the third
quarter 1996.
<TABLE>
<CAPTION>
July 31,
--------
1996 1995
- ------------------------------------------------------------------------------------------------------------
Three Months Nine Months Three Months Nine Months
Ended Ended Ended Ended
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Gross profit 26.7 25.1 23.0 22.7
Selling, general and administrative
expenses 16.3 15.5 15.5 15.2
Interest, net .1 .1 .5 .5
Earnings from continuing operations
before income tax 10.3 9.4 6.9 7.0
Income tax provision 3.7 3.3 1.2 1.9
Earnings from continuing operations 6.6 6.1 5.8 5.2
Loss from discontinued operations (12.0) (4.6) (1.6) (1.4)
Net earnings (loss) (5.4) 1.5 4.2 3.8
</TABLE>
Revenues and earnings for the quarter ended July 31, 1996 were up 32% to
$45,838,000 from $34,587,000 for the third quarter of last year. Earnings from
continuing operations for the third quarter 1996 were $3,046,000, or $0.28 per
share, compared to third quarter 1995 earnings from continuing operations of
$1,992,000 or $0.19 per share. After accounting for discontinued operations,
the Company recorded a net loss of $2,460,000, or $0.23 per share, compared to
restated 1995 third quarter earnings of $1,438,000, or $0.14 per share. The
charge for discontinued operations taken in the quarter was $5,506,000, or
$0.51 per share. For the nine months ended July 31, 1996, revenues from
continuing operations increased 32 percent to $128,320,000 from the restated
$97,464,000 for the same period last year. Earnings from continuing operations
for the first nine months of fiscal 1996 were $7,818,000, or $0.73 per share,
an increase of 55 percent compared to $5,028,000, or $0.48 per share, for the
same period last year. After accounting for the losses from discontinued
operations, the Company reported net earnings in the first nine months of 1996
of $1,866,000, or $0.17 per share, versus net earnings of $3,699,000, or $0.35
per share, in the first nine months of 1995.
Gross profit, as a percentage of revenues, was 26.7% and 23.0% for the quarters
ended July 31, 1996 and 1995. The gross profit percentage for the nine months
ended July 31, 1996 and 1995 was 25.1% and 22.7%, respectively. The higher
percentages in 1996 were due to higher volume and changes in product mix
shipped during 1996.
Selling, general and administrative expense as a percentage of revenues was
16.3% and 15.5% for the quarters ended July 31, 1996 and 1995. The comparable
percentages of revenues for the nine months ending July 31, 1996 and 1995 are
15.5% and 15.2%, respectively. The slightly higher percentages in 1996 were
due to higher selling costs related to increased international revenues and
increased stock based compensation costs due to higher stock prices.
Interest, net is lower in 1996 than in 1995 due to the reduction in outstanding
debt.
Income tax provision had effective tax rates of 35.4% and 16.9% for the
quarters ended July 31, 1996 and 1995. For the nine months ended July 31, 1996
and 1995 the effective tax rate was 35.5% and 26.6% respectively. The lower
than statutory rates in 1995 were due to foreign sales corporation credits.
Earnings from continuing operations were $3,046,000 or $.28 per share for the
third quarter of fiscal 1996, an increase of 53% from $1,992,000 or $.19 per
share for the same period last year. The earnings from continuing operations
for the nine months ended July 31, 1996 were $7,818,000, or $.73 per share,
compared with $5,028,000, or $.48 per share for the first nine months of fiscal
1995, an increase of 55 percent. The increase in both 1996 periods reported
were mainly due to the higher revenue volume and lower interest expense.
<PAGE> 12
Discontinued operations
The losses from operations of discontinued operations were $3,824,000 and
$554,000 for the quarters ended July 31, 1996 and July 31, 1995, respectively.
The losses from operations for the nine months ended July 31, 1996 and July 31,
1995 were $4,270,000 and $1,329,000, respectively. The losses in the current
quarter and nine months to date includes an accrual for $3,000,000 for legal
costs (see Part II, Item 1.) and the estimated costs to complete the formal
plan of discontinuance of Powell-Process Systems, Inc.
Backlog
The order backlog for continuing operations at July 31, 1996 was $110,800,000,
an increase of nearly 8 percent from the restated $102,900,000 at October 31,
1995, the end of the previous fiscal year.
<PAGE> 13
Part II
OTHER INFORMATION
ITEM 1. Legal Proceedings
In view of the termination of discovery on August 16, 1996 and
the increased possibility of trial, the Company recorded during
the quarter ending July 31, 1996 an additional accrual for
legal fees in connection with the National Westminster Bank,
plc litigation of $3,000,000.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Asset Purchase Agreement dated as of June 20, 1996 by
and between Rolls-Royce North America, Inc. and
Rolls-Royce Acquisition Corp. and U.S. Turbine Corp.
and Powell Industries, Inc. - filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K dated August
8, 1996 and incorporated herein by reference
2.2. First Amendment to Asset Purchase Agreement dated
July 26, 1996 - filed as Exhibit 2.2 to the Company's
Current Report on Form 8-K dated August 8, 1996 and
incorporated herein by reference
27.0 Financial Data Schedule (electronic format, only)
(b) Reports on Form 8-K
Form 8-K for the Asset Purchase Agreement dated as of
June 20, 1996 by and between Rolls-Royce North
America, Inc. and Rolls-Royce Acquisition Corp. and
U.S. Turbine Corp. and Powell Industries, Inc. was
filed dated August 8, 1996.
<PAGE> 14
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
September 13, 1996 /s/ THOMAS W. POWELL
- ------------------ --------------------------------------------
Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)
September 13, 1996 /s/ J.F. AHART
- ------------------ --------------------------------------------
J.F. Ahart
Vice President,
Secretary-Treasurer
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE> 15
EXHIBITS INDEX
2.1 Asset Purchase Agreement dated as of June 20, 1996 by and
between Rolls-Royce North America, Inc. and Rolls-Royce
Acquisition Corp. and U.S. Turbine Corp. and Powell Industries,
Inc. - filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K dated August 8, 1996 and incorporated herein by
reference
2.2. First Amendment to Asset Purchase Agreement dated July 26, 1996
- filed as Exhibit 2.2 to the Company's Current Report on Form
8-K dated August 8, 1996 and incorporated herein by reference
27.0 Financial Data Schedule (electronic format, only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the Company's
unaudited pro forma condensed consolidated financial statements for the quarter
ended July 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1996
<CASH> 7,199
<SECURITIES> 0
<RECEIVABLES> 39,722
<ALLOWANCES> 540
<INVENTORY> 15,592
<CURRENT-ASSETS> 79,615
<PP&E> 41,545
<DEPRECIATION> 27,932
<TOTAL-ASSETS> 99,674
<CURRENT-LIABILITIES> 35,794
<BONDS> 0
106
0
<COMMON> 0
<OTHER-SE> 59,887
<TOTAL-LIABILITY-AND-EQUITY> 99,674
<SALES> 45,838
<TOTAL-REVENUES> 45,838
<CGS> 33,624
<TOTAL-COSTS> 33,624
<OTHER-EXPENSES> 7,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29
<INCOME-PRETAX> 4,723
<INCOME-TAX> 1,677
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,046
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0
</TABLE>
