<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 April 30, 1997
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; 10,616,860 shares outstanding on June
2, 1997.
<PAGE> 2
POWELL INDUSTRIES, INC.
PART I - Financial Information
Item 1. Financial Statements .......................... 3 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Quarterly
Results of Operations ...................... 9 - 10
PART II - Other Information and Signatures ...................... 11 - 12
<PAGE> 3
Powell Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
April 30, October 31,
ASSETS 1997 1996
(unaudited)
---------- ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents ...................................................... $ 11,846 $ 8,935
Accounts receivable, less allowance for doubtful accounts
of $726 and $777, respectively .............................................. 38,804 37,013
Costs and estimated earnings in excess of billings ............................. 16,432 13,934
Inventories .................................................................... 13,168 14,114
Deferred income taxes .......................................................... 2,302 2,572
Income taxes receivable ........................................................ -- 876
Prepaid expenses and other current assets ...................................... 2,392 1,700
---------- ----------
Total Current Assets ......................................................... 84,944 79,144
Property, plant and equipment, net ............................................... 18,967 14,602
Deferred income taxes ............................................................ 1,316 1,164
Other assets ..................................................................... 4,564 4,613
---------- ----------
Total Assets ................................................................. $ 109,791 $ 99,523
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts and income taxes payable .............................................. $ 14,972 $ 8,543
Accrued salaries, bonuses and commissions ...................................... 5,955 5,687
Accrued product warranty ....................................................... 1,601 1,614
Accrued legal expenses ......................................................... 3,523 3,903
Other accrued expenses ......................................................... 3,341 3,717
Billings in excess of costs and estimated earnings ............................. 4,846 5,425
Current maturities of debt ..................................................... 3,750 3,750
---------- ----------
Total Current Liabilities .................................................... 37,988 32,639
Deferred compensation expense .................................................... 1,358 2,157
Postretirement benefits liability ................................................ 1,393 1,502
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;
10,616,203 and 10,604,644, shares issued and outstanding ..................... 106 106
Additional paid-in capital ..................................................... 5,647 5,601
Retained earnings .............................................................. 66,584 60,943
Deferred compensation-ESOP ..................................................... (3,285) (3,425)
---------- ----------
Total Stockholders' Equity ................................................... 69,052 63,225
---------- ----------
Total Liabilities and Stockholders' Equity ................................... $ 109,791 $ 99,523
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
Powell Industries, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended April 30,
----------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Revenues ....................................................................... $ 48,439 $ 43,127
Cost of goods sold ............................................................. 35,897 32,004
-------------- --------------
Gross profit ................................................................... 12,542 11,123
Selling, general and administrative expenses ................................... 7,535 6,546
-------------- --------------
Earnings from continuing operations before interest and income taxes ........... 5,007 4,577
Interest expense (income), net ................................................. (98) 82
-------------- --------------
Earnings from continuing operations before income taxes ........................ 5,105 4,495
Income tax provision ........................................................... 1,832 1,584
-------------- --------------
Earnings from continuing operations ............................................ 3,273 2,911
Loss from discontinued operations, net of income taxes ......................... -- (268)
-------------- --------------
Net earnings ................................................................... $ 3,273 $ 2,643
============== ==============
Net earnings (loss) per common and common equivalent share:
Continuing operations ........................................................ $ 0.30 $ 0.27
Discontinued operations ...................................................... -- (0.03)
-------------- --------------
Net earnings per common and common equivalent share ............................ $ 0.30 $ 0.24
============== ==============
Weighted average number of common and common equivalent shares outstanding ..... 10,836,702 10,753,695
============== ==============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
Powell Industries, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Six Months Ended April 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Revenues ....................................................................... $ 91,566 $ 82,988
Cost of goods sold ............................................................. 68,737 63,006
------------- -------------
Gross profit ................................................................... 22,829 19,982
Selling, general and administrative expenses ................................... 14,421 12,469
------------- -------------
Earnings from continuing operations before interest and income taxes ........... 8,408 7,513
Interest expense (income), net ................................................. (235) 125
------------- -------------
Earnings from continuing operations before income taxes ........................ 8,643 7,388
Income tax provision ........................................................... 3,001 2,615
------------- -------------
Earnings from continuing operations ............................................ 5,642 4,773
Loss from discontinued operations, net of income taxes ......................... -- (447)
------------- -------------
Net earnings ................................................................... $ 5,642 $ 4,326
============= =============
Net earnings (loss) per common and common equivalent share:
Continuing operations ........................................................ $ 0.52 $ 0.44
Discontinued operations ...................................................... -- (0.04)
------------- -------------
Net earnings per common and common equivalent share ............................ $ 0.52 $ 0.40
============= =============
Weighted average number of common and common equivalent shares outstanding ..... 10,834,249 10,745,361
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
Powell Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended April 30,
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
Operating Activities:
Net earnings ................................................................. $ 5,642 $ 4,326
Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:
Depreciation and amortization .............................................. 1,754 1,635
Deferred income taxes ...................................................... 118 172
Postretirement benefits liability .......................................... (91) (376)
Changes in operating assets and liabilities:
Accounts receivable ...................................................... (1,791) (12,388)
Costs and estimated earnings in excess of billings ....................... (2,498) 204
Inventories .............................................................. 946 (526)
Prepaid expenses and other current assets ................................ (692) 520
Other assets ............................................................. 58 (58)
Accounts payable and income taxes payable or receivable .................. 7,305 3,091
Accrued liabilities ...................................................... (501) (380)
Billings in excess of costs and estimated earnings ....................... (579) 1,864
Deferred compensation expense ............................................ (803) 178
Changes in net assets of discontinued operations ......................... -- 2,382
---------- ----------
Net cash provided by operating activities ...................................... 8,868 644
---------- ----------
Investing Activities:
Purchases of property, plant, and equipment .................................. (6,003) (1,215)
---------- ----------
Net cash used in investing activities .......................................... (6,003) (1,215)
---------- ----------
Financing Activities:
Exercise of stock options and grants ......................................... 46 257
---------- ----------
Net cash provided by financing activities ...................................... 46 257
---------- ----------
Net increase (decrease) in cash and cash equivalents ........................... 2,911 (314)
Cash and cash equivalents at beginning of period ............................... 8,935 2,796
---------- ----------
Cash and cash equivalents at end of period ..................................... $ 11,846 $ 2,482
========== ==========
Supplemental disclosure of cash flow information (in thousands):
Cash paid during the quarter for:
Interest ................................................................. $ 195 $ 357
========== ==========
Income taxes ............................................................. $ 950 $ 1,500
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<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. These financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's October
31, 1996 annual report on Form 10K.
B. INVENTORIES
<TABLE>
<CAPTION>
April 30, October 31,
1997 1996
(unaudited)
----------- -----------
<S> <C> <C>
The components of inventory are summarized below (in thousands):
Raw materials, parts and subassemblies ......................... $ 8,391 $ 8,118
Work-in-process ................................................ 4,777 5,996
------- -------
Total inventories .............................................. $13,168 $14,114
======= =======
</TABLE>
C. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
April 30, October 31,
1997 1996
(unaudited)
----------- -----------
<S> <C> <C>
Property, plant and equipment is summarized below (in thousands):
Land ............................................................ $ 2,362 $ 2,362
Buildings and improvements ...................................... 13,549 13,255
Machinery and equipment ......................................... 21,916 21,157
Furniture & fixtures ............................................ 3,047 2,923
Construction in progress ........................................ 6,178 1,869
-------- --------
47,052 41,566
Less-accumulated depreciation ................................... (28,085) (26,964)
-------- --------
Total property, plant and equipment, net ........................ $ 18,967 $ 14,602
======== ========
</TABLE>
7
<PAGE> 8
Part I
Item 1
D. Production Contracts
For contracts in which the percentage-of-completion method is used, costs
and estimated earnings in excess of billings are reported as a current
asset and billings in excess of costs and estimated earnings are reported
as a current liability. The components of these contracts are as follows
(in thousands):
<TABLE>
<CAPTION>
April 30, October 31,
1997 1996
(unaudited)
---------- ----------
<S> <C> <C>
Costs and estimated earnings ............................... $ 66,537 $ 45,559
Progress billings .......................................... (50,105) (31,625)
---------- ----------
Total costs and estimated earnings in excess of billings ... $ 16,432 $ 13,934
========== ==========
Progress billings .......................................... $ 46,561 $ 50,667
Costs and estimated earnings ............................... (41,715) (45,242)
---------- ----------
Total billings in excess of costs and estimated earnings ... $ 4,846 $ 5,425
========== ==========
</TABLE>
E. New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS
No. 128 revises the methodology to be used in computing earnings per share
(EPS) such that the computations required for primary and fully diluted EPS are
to be replaced with "basic" and "diluted" EPS. Basic EPS is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the year. Diluted EPS is computed in the same manner as
fully diluted EPS, except that, among other changes, the average share price
for the period is used in all cases when applying the treasury stock method to
potentially dilutive outstanding options.
The Company will adopt SFAS No. 128 effective January 31, 1998, and will
restate EPS for all periods presented. The Company anticipates that the amounts
reported for basic EPS for the unaudited three months ended April 30, 1997 and
1996 will be $.31 and $.24, respectively. The Company anticipates that the
amounts reported for diluted EPS for the unaudited three months ended April 30,
1997 and 1996 will be $.30 and $.23, respectively. The Company anticipates the
amounts reported for basic EPS for the unaudtied six months ended April 30,
1997 and 1996 will be $.53 and $.41, respectively. The Company anticipates the
amounts reported for diluted EPS for this same six month period will be $.52
and $.40, respectively.
8
<PAGE> 9
Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND QUARTERLY RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of revenues, certain items from
the Consolidated Statements of Operations.
<TABLE>
<CAPTION>
April 30, 1997 April 30, 1996
-----------------------------------------------------------
three months six months three months six months
ended ended ended ended
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Gross Profit 25.9 24.9 25.8 24.1
Selling, general and administrative
expenses 15.6 15.7 15.2 15.0
Earnings from continuing operations
before income taxes 10.5 9.4 10.4 8.9
Income tax provision 3.9 3.2 3.6 3.1
Earnings from continuing operations 6.6 6.2 6.8 5.8
</TABLE>
Revenues for the quarter ended April 30, 1997 were up 12 percent to $48,439,000
from $43,127,000 in the second quarter of last year. Revenues for the six
months ended April 30, 1997 were up 10 percent to $91,566,000 from $82,988,000
in the first six months of last year.
Gross profit, as a percentage of revenues, was 25.9 percent and 25.8 percent
for the quarters ended April 30, 1997 and 1996. The gross profit percentage for
the six months ended April 30, 1997 and 1996 was 24.9 percent and 24.1 percent,
respectively. The higher percentages in 1997 were due to changes in product mix
shipped during 1997 and efficiencies due to the increased volume of activity.
Selling, general and administrative expenses as a percentage of revenues were
15.6 percent and 15.2 percent for the quarters ended April 30, 1997 and 1996.
These percentages for the six months ended April 30, 1997 and 1996 were 15.7
percent and 15.0 percent. The increase in percentages reflects higher selling
and commission expenses.
Income tax provision The effective tax rate was 35.9 percent and 35.2 percent
for the quarters ended April 30, 1997 and 1996, respectively. For the six
months ended April 30, 1997 and 1996 the effective tax rate was 34.7 percent
and 35.4 percent respectively. The increase was primarily due to higher
projected tax rates for 1997 due to an increased level of taxable income.
Earnings from continuing operations were $3,273,000 or $.30 per share for the
second quarter of fiscal 1996, an increase of 12 percent from $2,911,000 or
$.27 per share for the same period last year. For the six months ended April
30, 1997, net earnings were $5,642,000 or $.52 per share, compared with
$4,773,000 or $.44 per share for the first six months of fiscal 1996, an
increase of 18 percent.
Backlog
The order backlog at April 30, 1997 was $141.7 million compared to $106.5
million at October 31, 1996.
9
<PAGE> 10
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 April 30, 1997. These notes
are unsecured with a fixed interest rate of 10.4 percent. The notes mature with
the final payment of $3,750,000 due in June 1997.
In October 1995, the Company entered into a $15,000,000 revolving line of
credit agreement with a major domestic bank. As of April 30, 1997, the Company
had no borrowing outstanding and letters of credits outstanding of $1,665,000
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>
April 30, October 31, April 30,
1997 1996 1996
<S> <C> <C> <C>
Working Capital $46,956,000 $46,505,000 $39,927,000
Current Ratio 2.3 to 1 2.4 to 1 2.4 to 1
Debt to Capitalization .1 to 1 .1 to 1 .1 to 1
</TABLE>
Management believes that the Company continues to maintain a strong liquidity
position. The increase in working capital at April 30, 1997, as compared to
October 31, 1996 is due mainly to an increase in cash and accounts receivable
partially offset by an increase in accounts payable.
Cash and cash equivalents increased approximately $2,911,000 during the six
months ended April 30, 1997. The increase in accounts payable and earnings from
operations during the six months ended April 30, 1997 provided the majority of
the cash. The primary use of cash, during this period, was for capital
expenditures related to the plant expansion at three operating facilities and
increases in the ending balance of accounts receivables and costs and estimated
earnings in excess of billings accounts.
The Company's fiscal 1997 asset management program will continue to focus on
the collection of receivables and reduction in inventories. The Company plans
to satisfy its fiscal 1997 capital requirements and operating needs primarily
with funds available in cash and cash equivalents of $11,846,000, funds
generated from operating activities and funds available under its existing
revolving credit line.
The previous discussion should be read in conjunction with the consolidated
financial statements.
Any forward looking statements in the preceding paragraphs of this Form 10Q are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such forward
looking statements involve risks and uncertainty in that actual results may
differ materially from those projected in the forward looking statements. These
risks and uncertainties include, without limitation, difficulties which could
arise in obtaining materials or components in sufficient quantities as needed
for the Company's manufacturing and assembly operations, unforeseen political
or economic problems in countries to which the Company exports its products in
relation to the Company's principal competitors, any significant decrease in
the Company's backlog of orders, any material employee relations problems, or
any material litigation or claims made against the Company, as well as general
market conditions, competition and pricing.
10
<PAGE> 11
Part II
OTHER INFORMATION
ITEM 1. Legal Proceeding
On August 5, 1993, the Company was served with a lawsuit by
National Westminster Bank plc ("NatWest") alleging the Company had
defaulted on a Construction Guaranty provided to NatWest in 1992
in connection with a project at MacDill Air Force Base. NatWest is
seeking damages in excess of $20,000,000. The Company has denied
the substantive allegations of the complaint and has filed
counterclaims for damages against NatWest alleging fraud, bad
faith and failure to preserve and protect its collateral and
seeking a declaratory judgement that the Company is not in default
of the Construction Guaranty.
On June 4, 1997, the Company obtained from the Court a copy of a
memorandum and order denying its motion to dismiss the complaint
for lack of subject matter jurisdiction and, alternatively, to
stay its prosecution pending disposition by the Armed Services
Board of Contract Appeals ("ASBCA") of an appeal by NatWest's
borrower, Empire Energy Management Systems,Inc., from the
allegedly wrongful default termination of a contract between
Empire and the United States Air Force. In reaching its decision
on the stay motion, the Court found in substance that a
Termination for Convenience by the ASBCA in deciding the appeal
would not release Powell under the Construction Guaranty, which
release is one of the Company's alleged defenses.
On May 2, 1997, the Court declined NatWest's request for a trial
date. As of May 14, 1997, the Clerk of the Court entered NatWest's
default for failure to reply to the Company's counterclaims, and
on June 5, 1997, NatWest moved to set the default aside.
The ultimate disposition of the NatWest litigation is not
presently determinable. Accordingly, although an unfavorable
outcome to the NatWest litigation could have a material effect on
the Company's financial position and results of operations, the
Company believes it would be unreasonable to conclude that an
unfavorable outcome is probable.
ITEM 2. Changes in Securities
The Articles of Incorporation were amended effective May 2, 1997
to increase the number of authorized shares of Common Stock from
15,000,000 to 30,000,000. There is no current effect of such
amendment on the holders of the outstanding shares of Common Stock
as the Company does not have a present intention to issue
additional shares of its Common Stock. A future issuance of such
additionally authorized shares could have a dilutive effect on
holders of shares of Common Stock.
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of the shareholders of the Corporation held
on March 14, 1997, a proposed amendment to the Articles of
Incorporation of the Corporation to increase the authorized shares
of Common Stock was submitted to a vote of the shareholders. The
number of affirmative votes was 9,453,098 and the number of
negative votes was 279,287.
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.3 Certificate of Amendment of the Articles of Incorporation of
Powell Industries, Inc. to increase the number of shares of
Common Stock authorized to 30,000,000 shares.
27.0 Financial Data Schedule
b. Reports on Form 8K
None
11
<PAGE> 12
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
June 10, 1996
- ------------- ----------------------------------------
Date Thomas W. Powell
President and Chief Executive Officer
(Principal Executive Officer)
June 10, 1996
- ------------- ----------------------------------------
Date J.F. Ahart
Vice President,
Secretary-Treasurer
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
<S> <C>
3.3 Certificate of Amendment of the Articles of Incorporation of Powell
Industries, Inc. to increase the number of shares of Common Stock
authorized to 30,000,000 shares.
27.0 Financial Data Schedule
</TABLE>
<PAGE> 14
EXHIBIT
3.3
CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION OF
POWELL INDUSTRIES, INC.
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION OF
POWELL INDUSTRIES, INC.
The undersigned, Thomas W. Powell and J. F. Ahart, the President and
Secretary, respectively, of Powell Industries, Inc., a corporation organized
and existing under and pursuant to the laws of the State of Nevada (the
"Corporation"), hereby certify:
FIRST: That Article Fifth of the Articles of Incorporation of the
Corporation is amended to read as follows:
FIFTH: The Corporation is authorized to issue a total of
35,000,000 shares, of which 30,000,000 shall be a class designated
"Common Stock" and 5,000,000 shall be a class designated "Preferred
Stock." The shares of each class shall have a par value of one cent
($.01) per share. Holders of Common Stock are granted voting rights
equal to one vote per share.
The Preferred Stock authorized by these Articles of
Incorporation may be issued from time to time in one or more series.
The Board of Directors is hereby authorized to prescribe or alter the
number of series of Preferred Stock, and the voting powers,
designations, preferences, limitations, restrictions, and relative
rights of each series of Preferred Stock.
Subject to all of the rights of the Preferred Stock or any
series thereof, the holders of the Common Stock shall be entitled to
receive, when, as, and if declared by the Board of Directors, out of
funds legally available therefor, dividends payable in cash, stock, or
otherwise. Upon any liquidation of the Corporation, and after the
holders of the Preferred Stock of each series shall have been paid in
full amounts to which they respectively shall be entitled or a sum
sufficient for such payment in full has been set aside, the remaining
net assets of the Corporation shall be distributed pro rata to the
holders of the Common Stock, to the exclusion of the holders of the
Preferred Stock.
No holder of shares of the Corporation shall be entitled to
subscribe for, purchase or receive any new or additional shares of any
class, whether now or hereafter authorized, or any other securities
convertible into, or carrying options or warrants to purchase shares
of any class, but all such securities may be issued to such persons
and on such terms as the Board of Directors may deem advisable.
<PAGE> 2
SECOND: That the Board of Directors of the Corporation, by
resolutions duly adopted at a meeting held on January 10, 1997,
declared the advisability of such amendment and submitted it to the
stockholders for approval.
THIRD: That the holders of a majority of the Common Stock of
the Corporation, the only outstanding class of stock of the
Corporation, which holders are entitled to exercise a majority of the
voting power of the outstanding stock entitled to vote thereon, voted
for such amendment at the annual meeting of the stockholders of the
Corporation held on March 14, 1997.
DATED as of the ____ day of April, 1997.
POWELL INDUSTRIES, INC.
By:
--------------------------------
Thomas W. Powell, President
By:
--------------------------------
J. F. Ahart, Secretary
<PAGE> 3
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the ______ day of April,
1997, by Thomas W. Powell, President of Powell Industries, Inc., on behalf of
said corporation.
------------------------------------
Notary Public, State of Texas
Name:
-------------------------------
My Commission Expires:
--------------
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the ______ day of April,
1997, by J. F. Ahart, Secretary of Powell Industries, Inc., on behalf of said
corporation.
------------------------------------
Notary Public, State of Texas
Name:
-------------------------------
My Commission Expires:
--------------
<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 April 30, 1997 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-31-1997
<PERIOD-END> APR-30-1997
<CASH> 11,846
<SECURITIES> 0
<RECEIVABLES> 39,530
<ALLOWANCES> 726
<INVENTORY> 13,168
<CURRENT-ASSETS> 84,944
<PP&E> 47,051
<DEPRECIATION> 28,085
<TOTAL-ASSETS> 109,791
<CURRENT-LIABILITIES> 37,988
<BONDS> 0
0
0
<COMMON> 106
<OTHER-SE> 68,946
<TOTAL-LIABILITY-AND-EQUITY> 109,791
<SALES> 48,439
<TOTAL-REVENUES> 48,439
<CGS> 35,897
<TOTAL-COSTS> 35,897
<OTHER-EXPENSES> 7,535
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 98
<INCOME-PRETAX> 5,105
<INCOME-TAX> 1,832
<INCOME-CONTINUING> 3,273
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,273
<EPS-PRIMARY> .30
<EPS-DILUTED> 0
</TABLE>
