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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
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
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POWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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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)
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Registrant's telephone number, including area code: (713)944-6900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of Act:
Common Stock, par value $.01 per share
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" if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $46,390,148 as of January 25, 2000. The number
of shares of the Company's Common Stock outstanding on that date was 10,675,000
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2000 annual meeting of stockholders
to be filed not later than 120 days after October 31, 1999 are incorporated by
reference into Part III.
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METHODS OF DISTRIBUTION AND CUSTOMERS
The Company's products are sold through manufacturers' representatives and
its internal sales force. The Company is not dependent on any single customer
for sales and the loss of any specific customer would not have a material
adverse effect upon the Company. No single customer or export country accounted
for more than 10% of consolidated revenues in the fiscal years ended 1999, 1998
or 1997. Export revenues were $70,373,000, $85,448,000 and $88,107,000 in fiscal
years 1999, 1998 and 1997, respectively. See Note I of the Notes to Consolidated
Financial Statements showing the geographic areas in which these revenues were
recorded.
COMPETITION
The Company is engaged in a highly competitive business which is
characterized by a small number of much larger companies that dominate the bulk
of the market and a large number of smaller companies that compete for a limited
share of such market. In the opinion of management, the competitive position of
the Company is dependent on the ability of the Company to provide quality
products to a customer's specifications, on a timely basis, at a competitive
price, utilizing state-of-the-art materials, design and production methods. Some
of the Company's principal competitors are larger and have greater capital and
management resources.
EMPLOYEES
At October 31, 1999, the Company employed 1,121 employees on a full-time
basis. Management considers its employee relations to be good.
BACKLOG
The Company's backlog of orders was $156,143,000 and $143,394,000 at
October 31, 1999 and 1998, respectively, and the percentage of its 1999 year end
backlog that it does not expect to fill in fiscal year 2000 is 22%. Orders
included in the backlog are represented by purchase orders which the Company
believes to be firm. The terms on which the Company accepts orders include a
penalty for cancellation. Historically, no material amount of orders included in
backlog has been canceled. No material portion of the Company's business is
seasonal in nature.
RESEARCH AND DEVELOPMENT
During the fiscal years ended October 31, 1999, 1998 and 1997, the Company
spent approximately $3,031,000, $2,693,000 and $2,649,000 respectively, on
research and development programs.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By /s/ THOMAS W. POWELL
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Thomas W. Powell
President and Chief Executive
Officer
(Principal Executive Officer)
By /s/ J.F. AHART
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J.F. Ahart
Vice President
Secretary and Treasurer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the registrant in the
capacities and on the date indicated:
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SIGNATURE TITLE
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/s/ THOMAS W. POWELL Chairman of the Board
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Thomas W. Powell
/s/ J. F. AHART Director
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J. F. Ahart
/s/ JOSEPH L. BECHERER Director
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Joseph L. Becherer
/s/ EUGENE L. BUTLER Director
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Eugene L. Butler
/s/ BONNIE L. POWELL Director
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Bonnie L. Powell
/s/ STEPHEN W. SEALE, JR. Director
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Stephen W. Seale, Jr.
/s/ LAWRENCE R. TANNER Director
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Lawrence R. Tanner
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Date: January 28, 2000
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