UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2023


☐			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 001-12488

Powell Industries, Inc.

(Exact name of registrant as specified in its charter)


Delaware						88-0106100
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8550 Mosley Road
Houston
Texas						77075-1180
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code:

(713) 944-6900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

POWL

NASDAQ Global Market

Indicate by check mark 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

At ~~May 1,~~July 31, 2023, there were ~~11,860,683~~11,860,583 outstanding shares of the registrant’s common stock, par value $0.01 per share.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


		March 31, 2023		September 30, 2022			June 30, 2023		September 30, 2022
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	152,039	$	101,954	Cash and cash equivalents	$	183,355	$	101,954
Short-term investments	Short-term investments	11,085		14,554		Short-term investments	26,414		14,554

Accounts receivable, less allowance for credit losses of $431 and $344		170,178		106,111
Accounts receivable, less allowance for credit losses of $293 and $344						Accounts receivable, less allowance for credit losses of $293 and $344	204,522		106,111
Contract assets	Contract assets	63,560		88,351		Contract assets	56,148		88,351
Inventories	Inventories	58,690		50,415		Inventories	66,109		50,415
Income taxes receivable	Income taxes receivable	119		105		Income taxes receivable	147		105
Prepaid expenses	Prepaid expenses	2,710		4,679		Prepaid expenses	4,821		4,679
Other current assets	Other current assets	4,819		3,814		Other current assets	5,736		3,814
Total Current Assets	Total Current Assets	463,200		369,983		Total Current Assets	547,252		369,983
Property, plant and equipment, net	Property, plant and equipment, net	97,910		98,628		Property, plant and equipment, net	96,876		98,628
Operating lease assets, net	Operating lease assets, net	1,665		2,179		Operating lease assets, net	1,567		2,179

Goodwill and intangible assets, net		1,003		1,003
Goodwill						Goodwill	1,003		1,003
Deferred income taxes	Deferred income taxes	10,944		9,161		Deferred income taxes	11,712		9,161
Other assets	Other assets	12,374		12,426		Other assets	12,688		12,426
Total Assets	Total Assets	$	587,096	$	493,380	Total Assets	$	671,098	$	493,380
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:

Accounts payable	Accounts payable	$	51,209	$	63,423	Accounts payable	$	62,849	$	63,423
Contract liabilities	Contract liabilities	178,217		79,857		Contract liabilities	225,767		79,857
Accrued compensation and benefits	Accrued compensation and benefits	17,789		24,785		Accrued compensation and benefits	24,261		24,785
Accrued product warranty	Accrued product warranty	2,711		2,345		Accrued product warranty	3,202		2,345
Current operating lease liabilities	Current operating lease liabilities	989		1,777		Current operating lease liabilities	839		1,777
Income taxes payable	Income taxes payable	2,584		1,720		Income taxes payable	1,737		1,720
Other current liabilities	Other current liabilities	16,192		12,466		Other current liabilities	16,341		12,466
Total Current Liabilities	Total Current Liabilities	269,691		186,373		Total Current Liabilities	334,996		186,373

Deferred compensation	Deferred compensation	9,114		7,749		Deferred compensation	9,447		7,749
Long-term operating lease liabilities	Long-term operating lease liabilities	731		545		Long-term operating lease liabilities	741		545
Other long-term liabilities	Other long-term liabilities	1,765		1,507		Other long-term liabilities	1,844		1,507
Total Liabilities	Total Liabilities	281,301		196,174		Total Liabilities	347,028		196,174
Commitments and Contingencies (Note F)	Commitments and Contingencies (Note F)					Commitments and Contingencies (Note F)
Stockholders' Equity:	Stockholders' Equity:					Stockholders' Equity:
Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued	Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued	—		—		Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued	—		—
Common stock, par value $0.01; 30,000,000 shares authorized; 12,666,701 and 12,588,011 shares issued, respectively		126		126
Common stock, par value $0.01; 30,000,000 shares authorized; 12,666,601 and 12,588,011 shares issued, respectively						Common stock, par value $0.01; 30,000,000 shares authorized; 12,666,601 and 12,588,011 shares issued, respectively	126		126
Additional paid-in capital	Additional paid-in capital	69,955		67,439		Additional paid-in capital	70,913		67,439
Retained earnings	Retained earnings	286,777		283,638		Retained earnings	302,040		283,638
Treasury stock, 806,018 shares at cost	Treasury stock, 806,018 shares at cost	(24,999)		(24,999)		Treasury stock, 806,018 shares at cost	(24,999)		(24,999)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(26,064)		(28,998)		Accumulated other comprehensive loss	(24,010)		(28,998)
Total Stockholders' Equity	Total Stockholders' Equity	305,795		297,206		Total Stockholders' Equity	324,070		297,206
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	587,096	$	493,380	Total Liabilities and Stockholders' Equity	$	671,098	$	493,380

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Revenues	Revenues	$	171,444	$	127,854	$	298,302	$	234,423	Revenues	$	192,365	$	135,483	$	490,667	$	369,907
Cost of goods sold	Cost of goods sold	138,007		108,771		245,401		201,904		Cost of goods sold	149,695		116,424		395,096		318,329
Gross profit	Gross profit	33,437		19,083		52,901		32,519		Gross profit	42,670		19,059		95,571		51,578

Selling, general and administrative expenses	Selling, general and administrative expenses	21,820		17,067		38,693		32,969		Selling, general and administrative expenses	19,691		16,404		58,384		49,374
Research and development expenses	Research and development expenses	1,543		1,713		3,044		3,537		Research and development expenses	1,427		1,806		4,471		5,342

Operating income (loss)	Operating income (loss)	10,074		303		11,164		(3,987)		Operating income (loss)	21,552		849		32,716		(3,138)

Other income	Other income	—		(279)		—		(279)		Other income	—		(2,006)		—		(2,285)

Interest income, net	Interest income, net	(899)		(13)		(1,423)		(16)		Interest income, net	(2,093)		(63)		(3,516)		(79)
Income (loss) before income taxes	Income (loss) before income taxes	10,973		595		12,587		(3,692)		Income (loss) before income taxes	23,645		2,918		36,232		(774)
Income tax provision		2,500		1,812		2,951		371
Net income (loss)		$	8,473	$	(1,217)	$	9,636	$	(4,063)
Income tax provision (benefit)										Income tax provision (benefit)	5,191		(6,143)		8,142		(5,772)
Net income										Net income	$	18,454	$	9,061	$	28,090	$	4,998

Earnings (loss) per share:
Earnings per share:										Earnings per share:
Basic	Basic	$	0.71	$	(0.10)	$	0.81	$	(0.34)	Basic	$	1.55	$	0.77	$	2.37	$	0.42
Diluted	Diluted	$	0.70	$	(0.10)	$	0.80	$	(0.34)	Diluted	$	1.52	$	0.76	$	2.32	$	0.42

Weighted average shares:	Weighted average shares:									Weighted average shares:
Basic	Basic	11,878		11,801		11,869		11,783		Basic	11,889		11,810		11,876		11,792
Diluted	Diluted	12,149		11,801		12,109		11,783		Diluted	12,140		11,901		12,106		11,877
Dividends per share	Dividends per share	$	0.26	$	0.26	$	0.52	$	0.52	Dividends per share	$	0.26	$	0.26	$	0.79	$	0.78

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands)

Three months ended March 31, Six months ended March 31,
2023 2022 2023 2022
Net income (loss) $ 8,473 $ (1,217) $ 9,636 $ (4,063)
Foreign currency translation adjustments 427 902 2,605 956
Gain on cash flow commodity hedge 111 — 329 —
Comprehensive income (loss) $ 9,011 $ (315) $ 12,570 $ (3,107)


	Three months ended June 30,				Nine months ended June 30,
	2023		2022		2023		2022
Net income	$	18,454	$	9,061	$	28,090	$	4,998
Foreign currency translation adjustments	2,089		(3,457)		4,694		(2,501)
Gain (loss) on cash flow commodity hedge	(35)		—		293		—
Comprehensive income	$	20,508	$	5,604	$	33,077	$	2,497

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)


												Accumulated															Accumulated
					Additional							Other								Additional							Other
		Common Stock			Paid-in		Retained		Treasury Stock			Comprehensive					Common Stock			Paid-in		Retained		Treasury Stock			Comprehensive
		Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Totals			Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Totals
Balance, September 30, 2022	Balance, September 30, 2022	12,588	$	126	$	67,439	$	283,638	(806)	$	(24,999)	$	(28,998)	$	297,206	Balance, September 30, 2022	12,588	$	126	$	67,439	$	283,638	(806)	$	(24,999)	$	(28,998)	$	297,206
Net income	Net income	—	—		—		1,162		—	—		—		1,162		Net income	—	—		—		1,162		—	—		—		1,162
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—		—		—	—		2,178		2,178		Foreign currency translation adjustments	—	—		—		—		—	—		2,178		2,178
Stock-based compensation	Stock-based compensation	53	—		1,307		—		—	—		—		1,307		Stock-based compensation	53	—		1,307		—		—	—		—		1,307
Shares withheld in lieu of employee tax withholding	Shares withheld in lieu of employee tax withholding	—	—		(423)		—		—	—		—		(423)		Shares withheld in lieu of employee tax withholding	—	—		(423)		—		—	—		—		(423)
Dividends	Dividends	—	—		131		(3,307)		—	—		—		(3,176)		Dividends	—	—		131		(3,307)		—	—		—		(3,176)
Gain on cash flow commodity hedge	Gain on cash flow commodity hedge	—	—		—		—		—	—		218		218		Gain on cash flow commodity hedge	—	—		—		—		—	—		218		218
Balance, December 31, 2022	Balance, December 31, 2022	12,641	$	126	$	68,454	$	281,493	(806)	$	(24,999)	$	(26,602)	$	298,472	Balance, December 31, 2022	12,641	$	126	$	68,454	$	281,493	(806)	$	(24,999)	$	(26,602)	$	298,472
Net income	Net income	—	—		—		8,473		—	—		—		8,473		Net income	—	—		—		8,473		—	—		—		8,473
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—		—		—	—		427		427		Foreign currency translation adjustments	—	—		—		—		—	—		427		427
Stock-based compensation	Stock-based compensation	26	—		1,650		—		—	—		—		1,650		Stock-based compensation	26	—		1,650		—		—	—		—		1,650
Shares withheld in lieu of employee tax withholding	Shares withheld in lieu of employee tax withholding	—	—		(159)		—		—	—		—		(159)		Shares withheld in lieu of employee tax withholding	—	—		(159)		—		—	—		—		(159)

Dividends	Dividends	—	—		10		(3,189)		—	—		—		(3,179)		Dividends	—	—		10		(3,189)		—	—		—		(3,179)
Gain on cash flow commodity hedge	Gain on cash flow commodity hedge	—	—		—		—		—	—		111		111		Gain on cash flow commodity hedge	—	—		—		—		—	—		111		111
Balance, March 31, 2023	Balance, March 31, 2023	12,667	$	126	$	69,955	$	286,777	(806)	$	(24,999)	$	(26,064)	$	305,795	Balance, March 31, 2023	12,667	$	126	$	69,955	$	286,777	(806)	$	(24,999)	$	(26,064)	$	305,795
Net income																Net income	—	—		—		18,454		—	—		—		18,454
Foreign currency translation adjustments																Foreign currency translation adjustments	—	—		—		—		—	—		2,089		2,089
Stock-based compensation																Stock-based compensation	—	—		958		—		—	—		—		958

Dividends																Dividends	—	—		—		(3,191)		—	—		—		(3,191)
Loss on cash flow commodity hedge																Loss on cash flow commodity hedge	—	—		—		—		—	—		(35)		(35)
Balance, June 30, 2023																Balance, June 30, 2023	12,667	$	126	$	70,913	$	302,040	(806)	$	(24,999)	$	(24,010)	$	324,070

Accumulated
Additional Other
Common Stock Paid-in Retained Treasury Stock Comprehensive
Shares Amount Capital Earnings Shares Amount Income/(Loss) Totals
Balance, September 30, 2021 12,498 $ 125 $ 63,948 $ 282,505 (806) $ (24,999) $ (20,356) $ 301,223
Net loss — — — (2,846) — — — (2,846)
Foreign currency translation adjustments — — — — — — 54 54
Stock-based compensation 72 1 1,007 — — — — 1,008
Shares withheld in lieu of employee tax withholding — — (660) — — — — (660)
Dividends — — 69 (3,269) — — — (3,200)
Balance, December 31, 2021 12,570 $ 126 $ 64,364 $ 276,390 (806) $ (24,999) $ (20,302) $ 295,579
Net loss — — — (1,217) — — — (1,217)
Foreign currency translation adjustments — — — — — — 902 902
Stock-based compensation 17 — 711 — — — — 711
Dividends — — — (3,105) — — — (3,105)
Balance, March 31, 2022 12,587 $ 126 $ 65,075 $ 272,068 (806) $ (24,999) $ (19,400) $ 292,870

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)


											Accumulated
				Additional							Other
	Common Stock			Paid-in		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Totals
Balance, September 30, 2021	12,498	$	125	$	63,948	$	282,505	(806)	$	(24,999)	$	(20,356)	$	301,223
Net loss	—	—		—		(2,846)		—	—		—		(2,846)
Foreign currency translation adjustments	—	—		—		—		—	—		54		54
Stock-based compensation	72	1		1,007		—		—	—		—		1,008
Shares withheld in lieu of employee tax withholding	—	—		(660)		—		—	—		—		(660)
Dividends	—	—		69		(3,269)		—	—		—		(3,200)
Balance, December 31, 2021	12,570	$	126	$	64,364	$	276,390	(806)	$	(24,999)	$	(20,302)	$	295,579
Net loss	—	—		—		(1,217)		—	—		—		(1,217)
Foreign currency translation adjustments	—	—		—		—		—	—		902		902
Stock-based compensation	17	—		711		—		—	—		—		711


Dividends	—	—		—		(3,105)		—	—		—		(3,105)
Balance, March 31, 2022	12,587	$	126	$	65,075	$	272,068	(806)	$	(24,999)	$	(19,400)	$	292,870
Net income	—	—		—		9,061		—	—		—		9,061
Foreign currency translation adjustments	—	—		—		—		—	—		(3,457)		(3,457)
Stock-based compensation	—	—		588		—		—	—		—		588
Shares withheld in lieu of employee tax withholding	—	—		(3)		—		—	—		—		(3)

Dividends	—	—		1		(3,112)		—	—		—		(3,111)
Balance, June 30, 2022	12,587	$	126	$	65,661	$	278,017	(806)	$	(24,999)	$	(22,857)	$	295,948

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


		Six months ended March 31,					Nine months ended June 30,
		2023		2022			2023		2022
Operating Activities:	Operating Activities:					Operating Activities:
Net income (loss)		$	9,636	$	(4,063)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net income						Net income	$	28,090	$	4,998
Adjustments to reconcile net income to net cash used in operating activities:						Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	Depreciation	4,312		4,831		Depreciation	6,500		7,206

Gain on sale of division						Gain on sale of division	—		(2,006)
Stock-based compensation	Stock-based compensation	2,956		1,720		Stock-based compensation	3,914		2,308
Bad debt expense, net	Bad debt expense, net	101		445		Bad debt expense, net	36		274
Deferred income taxes	Deferred income taxes	(1,783)		(51)		Deferred income taxes	(2,551)		(5,548)

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(63,300)		(12,662)		Accounts receivable, net	(96,986)		(27,011)
Contract assets and liabilities, net	Contract assets and liabilities, net	123,082		9,888		Contract assets and liabilities, net	178,161		10,001
Inventories	Inventories	(8,060)		(13,835)		Inventories	(15,304)		(19,387)
Income taxes	Income taxes	862		31		Income taxes	(11)		(857)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,026		1,009		Prepaid expenses and other current assets	(1,981)		18
Accounts payable	Accounts payable	(11,919)		3,372		Accounts payable	(249)		1,526
Accrued liabilities	Accrued liabilities	(3,331)		(5,761)		Accrued liabilities	3,528		(676)
Other, net	Other, net	1,932		2,068		Other, net	2,167		1,370
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	55,514		(13,008)		Net cash provided by (used in) operating activities	105,314		(27,784)
Investing Activities:	Investing Activities:					Investing Activities:
Purchases of short-term investments	Purchases of short-term investments	(3,695)		(15,090)		Purchases of short-term investments	(18,789)		(15,104)
Maturities of short-term investments	Maturities of short-term investments	7,385		7,995		Maturities of short-term investments	7,385		11,873

Proceeds from sale of division						Proceeds from sale of division	—		4,348
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(3,356)		(1,116)		Purchases of property, plant and equipment	(4,006)		(1,765)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	12		587		Proceeds from sale of property, plant and equipment	12		629

Net cash provided by (used in) investing activities		346		(7,624)
Net cash used in investing activities						Net cash used in investing activities	(15,398)		(19)
Financing Activities:	Financing Activities:					Financing Activities:
Payments on industrial development revenue bonds	Payments on industrial development revenue bonds	—		(400)		Payments on industrial development revenue bonds	—		(400)
Shares withheld in lieu of employee tax withholding	Shares withheld in lieu of employee tax withholding	(582)		(660)		Shares withheld in lieu of employee tax withholding	(582)		(663)
Dividends paid	Dividends paid	(6,180)		(6,106)		Dividends paid	(9,292)		(9,170)
Net cash used in financing activities	Net cash used in financing activities	(6,762)		(7,166)		Net cash used in financing activities	(9,874)		(10,233)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	49,098		(27,798)		Net increase (decrease) in cash and cash equivalents	80,042		(38,036)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	987		(85)		Effect of exchange rate changes on cash and cash equivalents	1,359		(448)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	101,954		114,314		Cash and cash equivalents at beginning of period	101,954		114,314
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	152,039	$	86,431	Cash and cash equivalents at end of period	$	183,355	$	75,830

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

A. Overview and Summary of Significant Accounting Policies

Overview

Powell Industries, Inc. (we, us, our, Powell or the Company) is incorporated in the state of Delaware. Powell's predecessor companies were founded 76 years ago by William E. Powell in 1947. Our major subsidiaries, all of which are wholly owned, include Powell Electrical Systems, Inc.; Powell (UK) Limited; Powell Canada Inc.; and Powell Industries International, B.V.

We develop, design, manufacture and service custom-engineered equipment and systems that (1) distribute, control and monitor the flow of electrical energy and (2) provide protection to motors, transformers and other electrically powered equipment. We are headquartered in Houston, Texas and serve the oil and gas and petrochemical markets, which include onshore and offshore production, liquefied natural gas (LNG) facilities and terminals, pipelines, refineries and petrochemical plants. Additional markets include electric utility, light rail traction power as well as mining and metals, pulp and paper and other municipal, commercial and other industrial markets.

Basis of Presentation

These unaudited condensed consolidated financial statements include the accounts of Powell and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. We believe that these financial statements contain all adjustments necessary so that they are not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Powell and its subsidiaries included in Powell’s Annual Report on Form 10-K for the year ended September 30, 2022, which was filed with the Securities and Exchange Commission (SEC) on December 6, 2022.

References to Fiscal 2023 and Fiscal 2022 used throughout this report shall mean the current fiscal year ending September 30, 2023 and the prior fiscal year ended September 30, 2022, respectively.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying footnotes. The most significant estimates used in our condensed consolidated financial statements affect revenue recognition and estimated cost recognition on our customer contracts, the allowance for credit losses, provision for excess and obsolete inventory, warranty accruals and income taxes. The amounts recorded for warranties, legal, income taxes, impairment of long-lived assets (when applicable), liquidated damages and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience, forecasts and various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the amount of liability that should be recorded. Additionally, the recognition of deferred tax assets requires estimates related to future income and other assumptions regarding timing and future profitability because the ultimate realization of net deferred tax assets is dependent on the generation of future taxable income during the periods in which temporary differences become deductible. Estimates routinely change as new events occur, additional information becomes available or operating environments change. Actual results may differ from our prior estimates.

B. Earnings Per Share

We compute basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common share includes the weighted average of additional shares associated with the incremental effect of dilutive restricted stock and restricted stock units.

The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share (in thousands, except per share data):


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net income (loss)		$	8,473	$	(1,217)	$	9,636	$	(4,063)
Net income										Net income	$	18,454	$	9,061	$	28,090	$	4,998
Denominator:	Denominator:									Denominator:
Weighted average basic shares	Weighted average basic shares	11,878		11,801		11,869		11,783		Weighted average basic shares	11,889		11,810		11,876		11,792
Dilutive effect of restricted stock units	Dilutive effect of restricted stock units	271		—		240		—		Dilutive effect of restricted stock units	251		91		230		85
Weighted average diluted shares	Weighted average diluted shares	12,149		11,801		12,109		11,783		Weighted average diluted shares	12,140		11,901		12,106		11,877
Earnings (loss) per share:
Earnings per share:										Earnings per share:
Basic	Basic	$	0.71	$	(0.10)	$	0.81	$	(0.34)	Basic	$	1.55	$	0.77	$	2.37	$	0.42
Diluted	Diluted	$	0.70	$	(0.10)	$	0.80	$	(0.34)	Diluted	$	1.52	$	0.76	$	2.32	$	0.42

~~For each of the three and six months ended March 31, 2022, we incurred net losses and therefore all potential common shares were deemed to be anti-dilutive.~~

C. Detail of Selected Balance Sheet Accounts

Inventories

The components of inventories are summarized below (in thousands):


		March 31, 2023		September 30, 2022			June 30, 2023		September 30, 2022
Raw materials, parts and sub-assemblies, net	Raw materials, parts and sub-assemblies, net	$	57,701	$	49,213	Raw materials, parts and sub-assemblies, net	$	64,960	$	49,213
Work-in-progress	Work-in-progress	989		1,202		Work-in-progress	1,149		1,202
Total inventories	Total inventories	$	58,690	$	50,415	Total inventories	$	66,109	$	50,415

Accrued Product Warranty

Activity in our product warranty accrual consisted of the following (in thousands):


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Balance at beginning of period	Balance at beginning of period	$	2,380	$	2,443	$	2,345	$	2,531	Balance at beginning of period	$	2,711	$	2,347	$	2,345	$	2,531
Increase to warranty expense	Increase to warranty expense	1,211		323		1,690		616		Increase to warranty expense	1,241		462		2,931		1,077
Deduction for warranty charges	Deduction for warranty charges	(882)		(421)		(1,335)		(803)		Deduction for warranty charges	(760)		(499)		(2,095)		(1,303)
Change due to foreign currency translation	Change due to foreign currency translation	2		2		11		3		Change due to foreign currency translation	10		(22)		21		(17)
Balance at end of period	Balance at end of period	$	2,711	$	2,347	$	2,711	$	2,347	Balance at end of period	$	3,202	$	2,288	$	3,202	$	2,288

D. Revenue

Revenue Recognition

Our revenues are primarily generated from the manufacturing of custom-engineered products and systems under long-term fixed-price contracts under which we agree to manufacture various products such as traditional and arc-resistant distribution switchgear and control gear, medium-voltage circuit breakers, monitoring and control communications systems, motor control

centers, switches and bus duct systems. These products may be sold separately as an engineered solution but are typically integrated into custom-built enclosures which we also build. These enclosures are referred to as power control room substations

(PCRs®), custom-engineered modules or electrical houses (E-Houses). Some contracts may also include the installation and the commissioning of these enclosures.

Revenue from these contracts is generally recognized over time utilizing the cost-to-cost method. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. We believe that this method is the most accurate representation of our performance because it directly measures the value of the services transferred to the customer over time as we incur costs on our contracts. Contract costs include all direct materials, labor and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs.

We also have contracts to provide field service inspection, installation, commissioning, modification, and repair services, as well as retrofit and retrofill components for existing systems. If the service contract terms give us the right to invoice the customer for an amount that corresponds directly with the value of our performance completed to date (i.e., a service contract in which we bill a fixed amount for each hour of service provided), then we recognize revenue over time in each reporting period corresponding to the amount with which we have the right to invoice. Our performance obligations are satisfied as the work progresses. Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for approximately 94% and 93% of total revenues for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023, respectively, and 94% of total revenues for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2022.

We also have sales orders for spare parts and replacement circuit breakers for switchgear that are obsolete or that are no longer produced by the original manufacturer. Revenues from these sales orders are recognized at the time we fulfill our performance obligation to the customer, which is typically upon shipment and represented approximately 6% and 7% of total revenues for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023, respectively, and 6% of total revenues for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2022.

Additionally, some contracts may contain a cancellation clause that could limit the amount of revenue we are able to recognize over time. In these instances, revenue and costs associated with these contracts are deferred and recognized at a point in time when the performance obligation is fulfilled.

Selling and administrative costs incurred in relation to obtaining a contract are typically expensed as incurred. We periodically utilize a third-party sales agent to obtain a contract and will pay a commission to that agent. We record the full commission liability to the third-party sales agents at the order date, with a corresponding deferred asset. As the project progresses, we record commission expense based on percentage of completion rates that correlate to the project and reduce the deferred asset. Once we have been paid by the customer, we pay the commission and the deferred liability is reduced.

Performance Obligations

A performance obligation is a promise in a contract or with a customer to transfer a distinct good or service. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligations are satisfied. To determine the proper revenue recognition for contracts, we evaluate whether a contract should be accounted for as more than one performance obligation or, less commonly, whether two or more contracts should be combined and accounted for as one performance obligation. This evaluation of performance obligations requires significant judgment. The majority of our contracts have a single performance obligation where multiple engineered products and services are combined into a single custom-engineered solution. Our contracts include a standard one-year assurance warranty. Occasionally, we provide service-type warranties that will extend the warranty period. These extended warranties qualify as a separate performance obligation, and revenue is deferred and recognized over the warranty period. If we determine during the evaluation of the contract that there are multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.

Remaining unsatisfied performance obligations, which we refer to as backlog, represent the estimated transaction price for goods and services for which we have a material right, but work has not been performed. As of ~~March 31,~~June 30, 2023, we had backlog of ~~$1.0~~$1.3 billion, of which approximately ~~$584.4~~$690 million is expected to be recognized as revenue within the next twelve months. Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers. Our backlog does not include service and maintenance-type contracts for which we have the right to invoice as services are performed.

Contract Estimates

Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation process is based upon the professional knowledge and experience of our engineers, project managers and financial

professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the

availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and the effect of any delays on our project performance. We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, which may result in reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

For the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, our operating results were positively impacted by ~~$7.4~~$13.2 million and ~~$5.6~~$5.9 million, respectively, as a result of net changes in contract estimates related to projects in progress at the beginning of the respective period. These changes in estimates resulted primarily from favorable project execution, reduced cost estimates and negotiations of variable consideration, discussed below, as well as revenue ~~and reduced costs~~ recognized from project cancellations and other changes in facts and circumstances during these periods. Project cancellations on two projects increased gross profit for the nine months ended June 30, 2023 by $3.4 million. Gross unfavorable changes in contract estimates were immaterial for both the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022.

Variable Consideration

It is common for our long-term contracts to contain variable consideration that can either increase or decrease the transaction price. Due to the nature of our contracts, estimating total cost and revenue can be complex and subject to variability due to change orders, back charges, spare parts, early completion bonuses, customer allowances and liquidated damages. We estimate the amount of variable consideration based on the expected value method, which is the sum of the probability-weighted amounts, or the most likely amount method which uses various factors including experience with similar transactions and assessment of our anticipated performance. Variable consideration is included in the transaction price if legally enforceable and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is resolved.

Contract Modifications

Contracts may be modified for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the enforceable rights and obligations under the contract. Most of our contract modifications are for goods and services that are not distinct from the existing performance obligation. Contract modifications result in a cumulative catch-up adjustment to revenue based on our measure of progress for the performance obligation.

Contract Balances

The timing of revenue recognition, billings and cash collections affects accounts receivable, contract assets and contract liabilities in our Condensed Consolidated Balance Sheets.

Contract assets are recorded when revenues are recognized in excess of amounts billed for fixed-price contracts as determined by the billing milestone schedule. Contract assets are transferred to accounts receivable when billing milestones have been met, or we have an unconditional right to payment.

Contract liabilities typically represent advance payments from contractual billing milestones and billings in excess of revenue recognized. It is unusual to have advanced milestone payments with a term greater than one year, which could represent a financing component on the contract.

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period and are generally classified as current.

Contract assets and liabilities as of ~~March 31,~~June 30, 2023 and September 30, 2022 are summarized below (in thousands):


		March 31, 2023		September 30, 2022			June 30, 2023		September 30, 2022
Contract assets	Contract assets	$	63,560	$	88,351	Contract assets	$	56,148	$	88,351
Contract liabilities	Contract liabilities	(178,217)		(79,857)		Contract liabilities	(225,767)		(79,857)
Net contract asset (liability)	Net contract asset (liability)	$	(114,657)	$	8,494	Net contract asset (liability)	$	(169,619)	$	8,494

Our net contract billing position improved to a net liability at ~~March 31,~~June 30, 2023 from a net asset position at September 30, 2022 primarily due to favorable contract billing milestones. We typically allocate a significant percentage of the progress billing to the early stages of the contract. These favorable billing milestones along with our increase in project backlog are driving the

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increase in the net contract liability at ~~March 31,~~June 30, 2023. To determine the amount of revenue recognized during the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, we recognized revenue of ~~approximately $58.7~~$68.1 million that was related to contract liabilities outstanding at September 30, 2022.

The timing of our invoice process is typically dependent on the completion of certain milestones and contract terms and subject to agreement by our customer. Payment is typically expected within 30 days of invoice. Any uncollected invoiced amounts for our performance obligations recognized over time, including contract retentions, are recorded as accounts receivable in the Condensed Consolidated Balance Sheets. Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage provisions, and such amounts are generally due upon completion of the contract and acceptance of the project by the customer. Based on our experience in recent years, the majority of these retainage balances are expected to be collected within approximately twelve months. As of ~~March 31,~~June 30, 2023 and September 30, 2022, accounts receivable included retention amounts of ~~$6.6~~$7.0 million and $6.9 million, respectively. Of the retained amount at ~~March 31,~~June 30, 2023, ~~$6.4~~$6.8 million is expected to be collected in the next twelve months and is recorded in accounts receivable. The remaining $0.2 million is recorded in other assets.

Disaggregation of Revenue

The following tables present our disaggregated revenue by geographic destination and market sector for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022 (in thousands):


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
		2023		2022		2023		2022			2023		2022		2023		2022
United States	United States	$	134,161	$	86,992	$	234,273	$	169,137	United States	$	153,258	$	102,931	$	387,531	$	272,069
Canada	Canada	21,995		22,053		40,491		37,178		Canada	21,765		23,599		62,255		60,777
Europe, Middle East and Africa	Europe, Middle East and Africa	11,957		15,551		18,516		23,381		Europe, Middle East and Africa	12,004		6,697		30,521		30,078
Asia/Pacific	Asia/Pacific	1,788		1,646		2,564		2,590		Asia/Pacific	2,338		1,645		4,903		4,235
Mexico, Central and South America	Mexico, Central and South America	1,543		1,612		2,458		2,137		Mexico, Central and South America	3,000		611		5,457		2,748
Total revenues by geographic destination	Total revenues by geographic destination	$	171,444	$	127,854	$	298,302	$	234,423	Total revenues by geographic destination	$	192,365	$	135,483	$	490,667	$	369,907


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Oil and gas (excludes petrochemical)	Oil and gas (excludes petrochemical)	$	62,597	$	53,634	$	106,107	$	96,655	Oil and gas (excludes petrochemical)	$	73,452	$	58,669	$	179,560	$	155,324
Petrochemical	Petrochemical	25,887		18,853		48,377		36,081		Petrochemical	21,995		15,187		70,372		51,268
Electric utility	Electric utility	42,668		30,374		71,075		51,907		Electric utility	43,824		30,173		114,899		82,079
Commercial and other industrial										Commercial and other industrial	35,527		14,966		74,846		30,583
Traction power	Traction power	7,317		10,054		14,389		21,426		Traction power	7,143		9,775		21,532		31,200
Commercial and other industrial		22,270		5,785		39,320		15,618
All others	All others	10,705		9,154		19,034		12,736		All others	10,424		6,713		29,458		19,453
Total revenues by market sector	Total revenues by market sector	$	171,444	$	127,854	$	298,302	$	234,423	Total revenues by market sector	$	192,365	$	135,483	$	490,667	$	369,907

E. Long-Term Debt

U.S Revolver

On March 31, 2023, we entered into a second amendment (the Second Amendment) to our credit agreement with Bank of America, N.A. (as amended, the U.S. Revolver). The Second Amendment increased the revolving credit facility extended to us under the U.S. Revolver, which is available for both borrowings and letters of credit and expires September 27, 2024, from $75.0 million to $125.0 million. As amended by the Second Amendment, the U.S. Revolver states that the lesser of $50 million or 50% of readily and available cash may be deducted from the amount of letters of credit outstanding (not to be less than zero) when calculating the consolidated funded indebtedness, which is a component of the consolidated net leverage ratio. We have the option to cash collateralize all or a portion of the letters of credit outstanding, which would favorably impact the consolidated funded indebtedness calculation and the consolidated net leverage ratio. As of ~~March 31,~~June 30, 2023, there were no amounts borrowed under the U.S. Revolver, and letters of credit outstanding were ~~$44.8~~$49.0 million. There was ~~$80.2~~$76.0 million available for the issuance of letters of credit and borrowings under the U.S. Revolver as of ~~March 31,~~June 30, 2023.

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We are required to maintain certain financial covenants, the most significant of which are a consolidated net leverage ratio less than 3.0 to 1.0 and a consolidated interest coverage ratio of greater than 3.0 to 1.0. Our most restrictive covenant, the consolidated net leverage ratio, is the ratio of earnings before interest, taxes, depreciation, amortization and stock-based compensation (EBITDAS) to funded indebtedness. An increase in indebtedness, which includes letters of credit, or a decrease in EBITDAS could restrict our ability to issue letters of credit or borrow under the U.S. Revolver. Additionally, we must maintain a consolidated cash balance of $50 million at all times, which can be deducted from the letters of credit outstanding as noted above. The U.S. Revolver also contains a "material adverse effect" clause which is a material change in our operations, business, properties, liabilities or condition (financial or otherwise) or a material impairment of our ability to perform our obligations under our credit agreements. As of ~~March 31,~~June 30, 2023, we were in compliance with all of the financial covenants of the U.S. Revolver.

The U.S. Revolver allows the Company to elect that any borrowing under the facility bears an interest rate based on either the base rate or the eurocurrency rate, in each case, plus the applicable rate. The base rate is generally the highest of (a) the federal funds rate plus 0.50%, (b) the Bank of America prime rate or (c) the Bloomberg Short-Term Bank Yield Index (BSBY) rate plus 1.00%. The applicable rate is generally a range from 0% to 2% depending on the type of loan and the Company's consolidated net leverage ratio.

The U.S. Revolver is collateralized by a pledge of 100% of the voting capital stock of each of our domestic subsidiaries and 65% of the voting capital stock of each non-domestic subsidiary. The U.S. Revolver provides for customary events of default and carries cross-default provisions with other existing debt agreements. If an event of default (as defined in the U.S. Revolver) occurs and is continuing, on the terms and subject to the conditions set forth in the U.S. Revolver, amounts and letters of credit outstanding under the U.S. Revolver may be accelerated and may become immediately due and payable.

Industrial Development Revenue Bonds

We borrowed $8.0 million in October 2001 through a loan agreement funded with proceeds from tax-exempt industrial development revenue bonds (Bonds) for the completion of our Northlake, Illinois facility. The Bonds matured on October 1, 2021 and our final payment of $0.4 million was made.

F. Commitments and Contingencies

Letters of Credit, Bank Guarantees and Bonds

Certain customers require us to post letters of credit, bank guarantees or surety bonds. These security instruments assure that we will perform under the terms of our contract. In the event of default, the counterparty may demand payment from the bank under a letter of credit or bank guarantee, or performance by the surety under a bond. To date, there have been no significant draws or claims related to security instruments for the periods reported. We were contingently liable for letters of credit of ~~$44.8~~$49.0 million as of ~~March 31,~~June 30, 2023. We also had surety bonds totaling ~~$294.2~~$357.5 million that were outstanding, with additional bonding capacity of ~~$305.8~~$342.5 million available, at ~~March 31,~~June 30, 2023. We have strong surety relationships; however, a change in market conditions or the sureties' assessment of our financial position could cause the sureties to require cash collateralization for undischarged liabilities under the bonds.

We have a ~~$9.9~~$10.1 million facility agreement (Facility Agreement) between Powell (UK) Limited and a large international bank that provides Powell (UK) Limited the ability to enter into bank guarantees as well as forward exchange contracts and currency options. At ~~March 31,~~June 30, 2023, we had outstanding guarantees totaling ~~$7.7~~$8.2 million. The Facility Agreement provides for customary events of default and carries cross-default provisions with our Second Amendment. If an event of default (as defined in the Facility Agreement) occurs and is continuing, per the terms and subject to the conditions set forth therein, obligations outstanding under the Facility Agreement may be accelerated and declared immediately due and payable. Additionally, we are required to maintain cash collateral for guarantees greater than two years. As of ~~March 31,~~June 30, 2023, we were in compliance with all of the financial covenants of the Facility Agreement.

Litigation

We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. Although we can give no assurances about the resolution of pending claims, litigation or other disputes, and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity.

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G. Stock-Based Compensation

Refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for a full description of our existing stock-based compensation plans.

~~Restricted Stock Units~~

On February 15, 2023, at the 2023 Annual Meeting of Stockholders, our stockholders approved an amendment to ~~the Company's~~our 2014 Equity Incentive Plan (the 2014 Plan) that extended the term of the 2014 Plan by five years and increased the number of shares of common stock that may be issued under the 2014 Plan by 600,000 shares for a total of 1,350,000 shares.

Restricted Stock Units

We issue restricted stock units (RSUs) to certain officers and key employees of the Company. The fair value of the RSUs is based on the price of our common stock as reported on the NASDAQ Global Market on the grant dates. Typically, these grants vest over a three-year period from the date of issuance and are a blend of time-based and performance-based shares. The portion of the grant that is time-based typically vests over a three-year period on each anniversary of the grant date, based on continued employment. The performance-based shares vest based on the three-year earnings performance of the Company following the grant date. At ~~March 31,~~June 30, 2023, there were 295,417 RSUs outstanding. The RSUs do not have voting rights but do receive dividend equivalents upon vesting which are accrued quarterly. Additionally, the shares of common stock underlying the RSUs are not considered issued and outstanding until vested and common stock is issued.

Total RSU activity (number of shares) for the ~~six~~nine months ended ~~March 31,~~June 30, 2023 is summarized below:


		Number of Restricted Stock Units	Weighted Average Grant Value Per Share			Number of Restricted Stock Units	Weighted Average Grant Value Per Share
Outstanding at September 30, 2022	Outstanding at September 30, 2022	239,862	$	26.11	Outstanding at September 30, 2022	239,862	$	26.11
Granted	Granted	147,100	21.26		Granted	147,100	21.26
Vested	Vested	(76,834)	29.42		Vested	(76,834)	29.42
Forfeited/canceled	Forfeited/canceled	(14,711)	38.58		Forfeited/canceled	(14,711)	38.58
Outstanding at March 31, 2023		295,417	$	22.85
Outstanding at June 30, 2023					Outstanding at June 30, 2023	295,417	$	22.85

During the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, we recorded compensation expense of ~~$2.5~~$3.4 million and ~~$1.4~~$1.9 million, respectively, related to the RSUs.

Restricted Stock

Each non-employee director receives 2,400 restricted shares of the Company’s common stock annually. Fifty-percent of the restricted stock granted to each of our non-employee directors vests immediately, while the remaining fifty-percent vests on the anniversary of the grant date. Compensation expense is recognized immediately for the first fifty-percent of the restricted stock granted, while compensation expense for the remaining fifty-percent is recognized over the remaining vesting period. In February 2023, 16,800 shares of restricted stock were issued to our non-employee directors under the 2014 Non-Employee Director Equity Incentive Plan, as amended, at a price of $43.22 per share. During the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, we recorded compensation expense of ~~less than~~ $0.5 million and ~~$0.3~~$0.4 million, respectively, related to restricted stock.

H. Fair Value Measurements

We measure certain financial assets and liabilities at fair value. Fair value is defined as an “exit price,” which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in valuing an asset or liability. The accounting guidance requires the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. As a basis for considering such assumptions and inputs, a fair value hierarchy has been established which identifies and prioritizes three levels of inputs to be used in measuring fair value.

The three levels of the fair value hierarchy are as follows:

Level 1 — Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions.

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of ~~March 31,~~June 30, 2023 (in thousands):


		Fair Value Measurements at March 31, 2023									Fair Value Measurements at June 30, 2023
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at March 31, 2023			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2023
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	152,039	$	—	$	—	$	152,039	Cash and cash equivalents	$	183,355	$	—	$	—	$	183,355
Short-term investments	Short-term investments	11,085		—		—		11,085		Short-term investments	26,414		—		—		26,414

Other assets	Other assets	—		8,404		—		8,404		Other assets	—		8,699		—		8,699
Liabilities:	Liabilities:									Liabilities:
Deferred compensation	Deferred compensation	—		9,098		—		9,098		Deferred compensation	—		9,439		—		9,439

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2022 (in thousands):


	Fair Value Measurements at September 30, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at September 30, 2022
Assets:
Cash and cash equivalents	$	101,954	$	—	$	—	$	101,954
Short-term investments	14,554		—		—		14,554

Other assets	—		7,730		—		7,730
Liabilities:
Deferred compensation	—		7,714		—		7,714

Fair value guidance requires certain fair value disclosures be presented in both interim and annual reports. The estimated fair value amounts of financial instruments have been determined using available market information and valuation methodologies described below.

Cash and cash equivalents – Cash and cash equivalents, primarily funds held in money market savings instruments, are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in our Condensed Consolidated Balance Sheets.

Short-term Investments – Short-term investments include time deposits with original maturities of three months or more.

Other Assets and Deferred Compensation – We hold investments in an irrevocable Rabbi Trust for our deferred compensation plan. The assets are primarily related to company-owned life insurance policies and are included in other assets in the accompanying Condensed Consolidated Balance Sheets. Because the mutual funds and company-owned life insurance policies are combined in the plan, they are categorized as Level 2 in the fair value measurement hierarchy. The deferred compensation liability represents the investment options that the plan participants have designated to serve as the basis for measurement of the notional value of their accounts. Because the deferred compensation liability is intended to offset the plan assets, it is also categorized as Level 2 in the fair value measurement hierarchy.

There were no transfers between levels within the fair value measurement hierarchy during the quarter ended ~~March 31,~~June 30, 2023.

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I. Leases

Our leases consist primarily of office and manufacturing ~~space~~ and construction equipment. All of our future lease obligations are related to non-cancelable operating leases. The ~~most significant portion~~decrease of our lease portfolio relates to ~~leases~~the wind down of ~~office and manufacturing facilities in Canada that we no longer occupy. We currently sublease the majority of these~~our Canadian ~~facilities.~~facility leases. The following table provides a summary of lease cost components for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, respectively (in thousands):


		Three months ended March 31,				Six months ended March 31,					Three months ended June 30,				Nine months ended June 30,
Lease Cost	Lease Cost	2023		2022		2023		2022		Lease Cost	2023		2022		2023		2022
Operating lease cost	Operating lease cost	$	378	$	573	$	755	$	1,143	Operating lease cost	$	391	$	551	$	1,147	$	1,695
Less: sublease income	Less: sublease income	(163)		(173)		(324)		(347)		Less: sublease income	(163)		(171)		(487)		(519)
Variable lease cost(1)	Variable lease cost(1)	88		117		195		258		Variable lease cost(1)	93		114		288		372
Short-term lease cost(2)	Short-term lease cost(2)	430		579		817		852		Short-term lease cost(2)	669		413		1,486		1,266
Total lease cost	Total lease cost	$	733	$	1,096	$	1,443	$	1,906	Total lease cost	$	990	$	907	$	2,434	$	2,814

(1) Variable lease cost represents common area maintenance charges related to our Canadian office space lease.

(2) Short-term lease cost includes leases and rentals with initial terms of one year or less.

We recognize operating lease assets and operating lease liabilities representing the present value of the remaining lease payments for leases with initial terms greater than twelve months. Leases with initial terms of twelve months or less are not recorded in our Condensed Consolidated Balance Sheets. ~~As of both March 31, 2023 and September 30, 2022, our operating lease assets have been reduced by a lease accrual of $0.1 million related to certain unused facility leases in Canada.~~ The following table provides a summary of the operating lease assets and operating lease liabilities included in our Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023 and September 30, 2022, respectively (in thousands):


Operating Leases	Operating Leases	March 31, 2023		September 30, 2022		Operating Leases	June 30, 2023		September 30, 2022
Assets:	Assets:					Assets:
Operating lease assets, net	Operating lease assets, net	$	1,665	$	2,179	Operating lease assets, net	$	1,567	$	2,179
Liabilities:	Liabilities:					Liabilities:
Current operating lease liabilities	Current operating lease liabilities	989		1,777		Current operating lease liabilities	839		1,777
Long-term operating lease liabilities	Long-term operating lease liabilities	731		545		Long-term operating lease liabilities	741		545
Total lease liabilities	Total lease liabilities	$	1,720	$	2,322	Total lease liabilities	$	1,580	$	2,322

The following table provides the maturities of our operating lease liabilities as of ~~March 31,~~June 30, 2023 (in thousands):


		Operating Leases			Operating Leases
Remainder of 2023	Remainder of 2023	$	756	Remainder of 2023	$	344
2024	2024	502		2024	671
2025	2025	233		2025	330
2026	2026	144		2026	145
2027	2027	131		2027	133
Thereafter	Thereafter	18		Thereafter	19
Total future minimum lease payments	Total future minimum lease payments	$	1,784	Total future minimum lease payments	$	1,642
Less: present value discount (imputed interest)	Less: present value discount (imputed interest)	(64)		Less: present value discount (imputed interest)	(62)
Present value of lease liabilities	Present value of lease liabilities	$	1,720	Present value of lease liabilities	$	1,580

The weighted average discount rate as of ~~March 31,~~June 30, 2023 was ~~3.5%~~3.35%. The weighted average remaining lease term was ~~2.35~~2.48 years at ~~March 31,~~June 30, 2023.

J. Income Taxes

The calculation of the effective tax rate is as follows (in thousands):


		Three months ended March 31,						Six months ended March 31,							Three months ended June 30,						Nine months ended June 30,
		2023			2022			2023			2022				2023			2022			2023			2022
Income (loss) before income taxes	Income (loss) before income taxes	$	10,973		$	595		$	12,587		$	(3,692)		Income (loss) before income taxes	$	23,645		$	2,918		$	36,232		$	(774)

Income tax provision		2,500			1,812			2,951			371
Income tax provision (benefit)														Income tax provision (benefit)	5,191			(6,143)			8,142			(5,772)

Net income (loss)		$	8,473		$	(1,217)		$	9,636		$	(4,063)
Net income														Net income	$	18,454		$	9,061		$	28,090		$	4,998

Effective tax rate	Effective tax rate	23		%	305		%	23		%	(10)		%	Effective tax rate	22		%	(211)		%	22		%	746		%

Our income tax provision reflects an effective tax rate on pre-tax income of ~~23%~~22% for both the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023 compared to an income tax ~~provision~~benefit that reflects an effective tax rate on pre-tax income of ~~305%~~negative 211% for the three months ended ~~March 31,~~June 30, 2022 and ~~negative 10%~~746% for the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The effective tax rate for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2023 approximated the U.S. federal statutory rate. The favorable impacts of the estimated Research and Development Tax Credit (R&D Tax Credit) and the projected utilization of net operating loss carryforwards in the UK that have been fully reserved with a valuation allowance were offset by state income tax expense, certain nondeductible expenses and an income inclusion related to U.S. global intangible income.

~~For~~We record and maintain valuation allowances against the ~~three~~deferred tax assets of various foreign jurisdictions until sufficient evidence is available to demonstrate that it is more-likely-than-not that the net deferred tax assets will be recognized. As of each reporting date, management considers new evidence, both positive and ~~six months ended March 31, 2022,~~negative, that could affect its view of the ~~effective~~future realization of deferred tax ~~rate was largely impacted by the change~~assets. Given our current earnings and anticipated future earnings in the ~~annual estimated relative amounts~~UK, we believe that there is a possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of ~~income (loss) recognized~~the UK valuation allowance will no longer be needed. A release in the ~~various~~valuation allowance would result in recognition of certain net deferred tax jurisdictions as well as the impacts of accounting for income taxes in interim reporting periods. During interim reporting periods, the provision for income taxes is calculated by applying an estimated annual effective tax rateassets and a decrease to ~~year-to-date ordinary pre-tax income (loss).As a result, a significant variation in the customary relationship between~~ income tax expense for the period the release is recorded. However, the exact timing and ~~pre-tax income~~amount of the valuation allowance release are subject to change on the basis of the level of profitability that we believe we may ~~occur.~~be able to achieve.

During the period ended June 30, 2022, management determined that there was sufficient positive evidence to conclude that Canadian net deferred tax assets were realizable. ~~Due to the estimated R&D Tax Credit as well as the projected utilization of net operating loss carryforwards in Canada that were fully reserved with a~~The valuation allowance ~~we projected an income~~was released accordingly, and a $5.9 million tax benefit and corresponding increase in the deferred tax asset were recorded. The tax benefit for the ~~full fiscal year~~three and nine months ended ~~September~~June 30, 2022 ~~which~~was also impacted by a discrete item related to the gain recognized from the disposition of a small, non-core division of our Canadian operations. This gain on the disposal resulted in ~~a negative effective~~ tax ~~rate.~~expense of $0.4 million.

~~When this annual effective tax rate was applied to the year-to-date loss, a tax provision resulted~~ f~~or the three and six months ended March 31, 2022.~~

K. Subsequent Events

Quarterly Dividend Declared

On ~~May 2,~~August 1, 2023, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $0.2625 per share. The dividend is payable on ~~June 14,~~September 20, 2023 to shareholders of record at the close of business on ~~May 17,~~August 16, 2023.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We are including the following discussion to inform our existing and potential shareholders generally of some of the risks and uncertainties that can affect our Company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential shareholders about our Company. These statements may include projections and estimates concerning the timing and success of specific projects and our future backlog, revenues, income, acquisitions, liquidity and capital spending. Forward-looking statements include information concerning future results of operations and financial condition. Statements that contain words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” or similar expressions may be forward-looking statements. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.

In addition, various statements in this Quarterly Report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements speak only as of the date of this report; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

Risk Factors Related to our Business and Industry

•Our business is subject to the cyclical nature of the end markets that we serve. This has had, and may continue to have, an adverse effect on our future operating results.

•Our industry is highly competitive.

•Technological innovations may make existing products and production methods obsolete.

•Unforeseen difficulties with expansions, relocations, or consolidations of existing facilities could adversely affect our operations.

•Quality problems with our products could harm our reputation and erode our competitive position.

•Growth and product diversification through strategic acquisitions involve a number of risks.

•Our business requires skilled and unskilled labor, and we may be unable to attract and retain qualified employees.

•We are exposed to risks relating to the use of subcontractors.

•Misconduct by our employees or subcontractors, or a failure to comply with laws or regulations, could harm our reputation, damage our relationships with customers and subject us to criminal and civil enforcement actions.

•Unsatisfactory safety performance may subject us to penalties, negatively impact customer relationships, result in higher operating costs, and negatively impact employee morale and turnover.

•Catastrophic events, including natural disasters, health epidemics (including the COVID-19 pandemic and any new variants), acts of war and terrorism, among others, could disrupt our business.

Risk Factors Related to our Financial Condition and Markets

•Global economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog.

•Our backlog is subject to unexpected adjustments, cancellations and scope reductions and, therefore, may not be a reliable indicator of our future earnings.

•Revenues recognized over time from our fixed-price contracts could result in volatility in our results of operations.

•Many of our contracts contain performance obligations that may subject us to penalties or additional liabilities.

•Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits and could adversely impact our ability to meet commitments to our customers.

•Obtaining surety bonds, letters of credit, bank guarantees, or other financial assurances, may be necessary for us to successfully bid on and obtain certain contracts.

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•Failure to remain in compliance with covenants or obtain waivers or amendments under our credit agreement could adversely impact our business.

•We extend credit to customers in conjunction with our performance under fixed-price contracts which subjects us to potential credit risks.

•A significant portion of our revenues may be concentrated among a small number of customers.

•We carry insurance against many potential liabilities, but our management of risk may leave us exposed to unidentified or unanticipated risks.

•Our international operations expose us to risks that are different from, or possibly greater than, the risks we are exposed to domestically and may adversely affect our operations.

•Failures or weaknesses in our internal controls over financial reporting could adversely affect our ability to report on our financial condition and results of operations accurately and/or on a timely basis.

•A failure in our business systems or cyber security attacks on any of our facilities, or those of third parties, could adversely affect our business and our internal controls.

Risk Factors Related to our Common Stock

•Our stock price could decline or fluctuate significantly due to unforeseen circumstances which may be outside of our control. These fluctuations may cause our stockholders to incur losses.

•There can be no assurance that we will declare or pay future dividends on our common stock.

Risk Factors Related to Legal and Regulatory Matters

•Our operations could be adversely impacted by the effects of government regulations.

•Changes in and compliance with environmental laws and regulations, including those regarding climate change, could adversely impact our financial results.

•Provisions of our charter documents or Delaware law could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders, and could make it more difficult to change management.

•Significant developments arising from tariffs and other economic proposals could adversely impact our business.

General Risk Factors

•Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

•Changes in tax laws and regulations may change our effective tax rate and could have a material effect on our financial results.

•The departure of key personnel could disrupt our business.

We believe the items we have outlined above are important factors that could cause estimates included in our financial statements and those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf to differ materially from actual results. We have discussed these factors in more detail in our Annual Report on Form 10-K for the year ended September 30, 2022. These factors are not necessarily all of the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this report could also have material adverse effects on actual results. We do not intend to update our description of important factors each time a potential important factor arises, except as required by applicable securities laws and regulations. We advise our shareholders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution when considering our forward-looking statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended September 30, 2022, which was filed with the Securities and Exchange Commission (SEC) on December 6, 2022 and is available on the SEC’s website at www.sec.gov.

Overview

We develop, design, manufacture and service custom-engineered equipment and systems which (1) distribute, control and monitor the flow of electrical energy and (2) provide protection to motors, transformers and other electrically powered equipment. We are headquartered in Houston, Texas, and serve the oil and gas and petrochemical markets, which include onshore and offshore production, liquefied natural gas (LNG) facilities and terminals, pipelines, refineries and petrochemical plants. Additional markets include electric utility and light rail traction power as well as mining and metals, pulp and paper and other municipal, commercial and other industrial markets. Revenues and costs are primarily related to custom engineered-to-order equipment and systems and are accounted for under percentage-of-completion accounting, which precludes us from providing detailed price and volume information. Our backlog includes various projects that typically take a number of months to produce.

The markets in which we participate are capital-intensive and cyclical in nature. Cyclicality is predominantly driven by customer demand, global economic and geopolitical conditions and anticipated environmental, safety or regulatory changes that affect the manner in which our customers proceed with capital investments. Our customers analyze various factors, including the demand and price for oil, gas and electrical energy, the overall economic and financial environment, governmental budgets, regulatory actions and environmental concerns. These factors influence the release of new capital projects by our customers, which are traditionally awarded in competitive bid situations. Scheduling of projects is matched to customer requirements, and projects typically take a number of months to produce. Schedules may change during the course of any particular project, and our operating results can, therefore, be impacted by factors outside of our control.

Within the industrial sector, specifically oil, gas and petrochemical, the demand for our electrical distribution solutions is very cyclical and closely correlated to the level of capital expenditures of our end-user customers as well as prevailing global economic conditions.

One element of our strategic focus is to strengthen our project portfolio beyond our core oil, gas and petrochemical end market sectors. Over the past year these efforts have contributed to a record backlog of projects coming into Fiscal 2023. There has been an increase in the planning and capital funding within North America ~~on LNG and related facilities~~ as the market responds to the increased international demand for LNG and gas to chemical processes utilizing low cost gas feedstocks. As a result, the business has been awarded a number of large LNG and petrochemical contracts that have had a positive impact on our backlog. Additionally, diversification efforts outside of our core oil, gas and petrochemical end markets have resulted in an increase in backlog across the utility and commercial and other industrial sectors as well.

Various factors resulting in global economic uncertainty negatively impacted our results over the past two years. Uncertainty and demand disruptions resulted in considerable volatility across commodity markets. We ~~continue to experience~~experienced supply chain disruptions driven predominately by availability and cost volatility across our raw materials, components and labor force. All of these factors contributed to the lower margins realized in Fiscal 2022 relative to prior oil and gas cycles. As we continue to address supply chain ~~disruptions,~~challenges, we ~~continue to work~~are working with our suppliers of key components and commodities to meet our customer commitments. Additionally, we have adjusted our pricing models with our customers in response to the increased cost ~~environment.~~environment which has made a positive impact on our gross margins in Fiscal 2023.

Results of Operations

Quarter Ended ~~March 31,~~June 30, 2023 Compared to the Quarter Ended ~~March 31,~~June 30, 2022 (Unaudited)

Revenue and Gross Profit

Revenues increased by ~~34%~~42%, or ~~$43.6~~$56.9 million, to ~~$171.4~~$192.4 million in the ~~second~~third quarter of Fiscal 2023, primarily driven by the increase in project backlog. Domestic revenues increased by ~~54%~~49%, or ~~$47.2~~$50.3 million, to ~~$134.2~~$153.3 million in the ~~second~~third quarter of Fiscal 2023. Included in our domestic oil and gas sector revenues is the large domestic industrial project awarded in Fiscal 2020, which accounted for approximately 8% of our consolidated revenues for the second quarter of Fiscal 2023 compared to 16% in the same period in the prior year. International revenues ~~decreased~~increased by 9%20%, or ~~$3.6~~$6.6 million, to ~~$37.2~~$39.1 million in the ~~second~~third quarter of Fiscal 2023. Our international revenues include both revenues generated from our international facilities as well as revenues from export projects generated at our domestic facilities.

Revenue from our core oil and gas markets (excluding petrochemical) increased by ~~17%~~25%, or ~~$9.0~~$14.8 million, to ~~$62.6~~$73.5 million in the ~~second~~third quarter of Fiscal 2023, while petrochemical revenue increased by ~~37%~~45%, or ~~$7.0~~$6.8 million, to ~~$25.9~~$22.0 million in the ~~second~~third quarter of Fiscal 2023. Revenue from our utility markets increased by ~~40%~~45%, or ~~$12.3~~$13.7 million, to ~~$42.7~~$43.8 million in the ~~second~~third quarter of Fiscal 2023. Commercial and other industrial market revenue increased by ~~285%~~137%, or ~~$16.5~~$20.6 million, to ~~$22.2~~$35.6 million, driven by an increase in traditionally non-core markets such as data centers, university projects and other miscellaneous applications. Revenue from all other markets combined increased by ~~17%~~55%, or ~~$1.6~~$3.7 million, to ~~$10.7~~$10.4 million in the ~~second~~third quarter of Fiscal 2023. These increases in revenue were driven by improved market conditions and our strategic effort to diversify our business. Revenue from our traction market decreased by 27%, or ~~$2.7~~$2.6 million, to ~~$7.3~~$7.1 million in the ~~second~~third quarter of Fiscal 2023.

Gross profit increased by ~~75%~~124%, or ~~$14.4~~$23.6 million, to ~~$33.4~~$42.7 million for the ~~second~~third quarter of Fiscal 2023. Gross profit as a percentage of revenues increased to ~~20%~~22% in the ~~second~~third quarter of Fiscal 2023, compared to ~~15%~~14% in the ~~second~~third quarter of Fiscal 2022. The increase in gross profit was directly attributable to volume leverage and factory efficiencies as a result of the increase in volume, project execution, as well as effectively managing inflationary pressures while maintaining pricing models to correspond to current cost levels. Gross profit for the third quarter of Fiscal 2023 also benefited from a project cancellation of $1.7 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by ~~28%~~20%, or ~~$4.8~~$3.3 million, to ~~$21.8~~$19.7 million in the ~~second~~third quarter of Fiscal 2023, primarily due to ~~$2.4~~$2.3 million of increased variable incentive compensation resulting from improved earnings. Selling, general and administrative expenses as a percentage of revenues ~~remained flat at 13%~~decreased to 10% during ~~both~~ the ~~second~~third quarter of Fiscal 2023 ~~and~~compared to 12% during the ~~second~~third quarter of Fiscal ~~2022.~~2022 as we were able to leverage our existing cost structure.

Other Income

We recorded other income of $2.0 million in the third quarter of Fiscal 2022 related to a gain on the sale of a non-core, industrial valve repair and servicing business within our Canadian operations. We did not record other income during the third quarter of Fiscal 2023.

Income Tax ~~Provision~~Provision/Benefit

We recorded an income tax provision of ~~$2.5~~$5.2 million in the ~~second~~third quarter of Fiscal 2023, compared to an income tax ~~provision~~benefit of ~~$1.8~~$6.1 million in the ~~second~~third quarter of Fiscal 2022. The effective tax rate for the ~~second~~third quarter of Fiscal 2023 was ~~23%~~22%, compared to an effective tax rate of ~~305%~~negative 211% for the ~~second~~third quarter of Fiscal 2022. For the three months ended ~~March 31,~~June 30, 2023, the effective tax rate was favorably impacted by the estimated Research and Development Tax Credit (R&D Tax Credit), in addition to the projected utilization of net operating loss carryforwards in the UK that have been fully reserved with a valuation allowance. These benefits were offset by state income tax expense, certain nondeductible expenses and an income inclusion related to U.S. global intangible income. For the three months ended June 30, 2022, the tax benefit primarily resulted from the release of the valuation allowance recorded against the Canadian net deferred tax assets in the amount of $5.9 million that was partially offset by the tax expense of $0.4 million related to the gain on the disposition of a small, non-core division of our Canadian operations.

Net ~~Income/Loss~~Income

In the ~~second~~third quarter of Fiscal 2023, we recorded net income of ~~$8.5~~$18.5 million, or ~~$0.70~~$1.52 per diluted share, compared to a net ~~loss~~income of ~~$1.2~~$9.1 million, or ~~$0.10~~$0.76 per diluted share, in the ~~second~~third quarter of Fiscal 2022. This increase in net income was primarily due to the increase in bookings over the last ~~12 to~~ 18 months which has led to an increase in ~~revenues.~~revenues coupled with increased project margins.

Backlog

The order backlog at ~~March 31,~~June 30, 2023 was ~~$1.0~~$1.3 billion, an increase of ~~50%~~31% from ~~$679.8 million~~$1.0 billion at ~~December~~March 31, ~~2022~~2023 and an increase of ~~132%~~166% from ~~$440.0~~$502.5 million at ~~March 31,~~June 30, 2022. Bookings, net of cancellations and scope reductions, increased by ~~237%~~151% in the ~~second~~third quarter of Fiscal 2023 to ~~$508.2~~$505.4 million, compared to ~~$150.8~~$201.5 million in the ~~second~~third quarter of Fiscal 2022, primarily driven by ~~improved~~continued strength ~~across~~from our core oil, gas and petrochemical ~~market sectors.~~markets, including several large LNG and petrochemical projects.

2122

~~Six~~Nine Months Ended ~~March 31,~~June 30, 2023 Compared to ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2022 (Unaudited)

Revenue and Gross Profit

Revenues increased by ~~27%~~33%, or ~~$63.9~~$120.8 million, to ~~$298.3~~$490.7 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023. Domestic revenues increased by ~~39%~~42%, or ~~$65.1~~$115.5 million, to ~~$234.3~~$387.6 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023. International revenues ~~decreased~~increased by ~~1.9%~~5%, or ~~$1.2~~$5.3 million, to ~~$64.0~~$103.1 million. Our international revenues include both revenues generated from our international facilities as well as revenues from export projects generated at our domestic facilities.

Revenues from our core oil and gas markets (excluding petrochemical) increased by ~~10%~~16%, or ~~$9.5~~$24.2 million, to ~~$106.1~~$179.6 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023, while petrochemical revenue increased by ~~34%~~37%, or ~~$12.3~~$19.1 million, to ~~$48.4~~$70.4 million in the first ~~half~~nine months of Fiscal 2023. Revenue from our utility markets increased by ~~37%~~40%, or ~~$19.2~~$32.8 million, to ~~$71.1~~$114.9 million in the ~~six~~nine months ended ~~March 31, 2023. Traction market revenue decreased by 33%, or $7.0 million, to $14.4 million in the six months ended March 31,~~June 30, 2023. Commercial and other industrial market revenue increased by ~~152%~~145%, or ~~$23.7~~$44.3 million, to ~~$39.3~~$74.8 million, and revenues from all other markets combined increased by ~~49%~~51%, or ~~$6.3~~$10.0 million, to ~~$19.0~~$29.5 million in the first ~~six~~nine months of Fiscal 2023. Revenue from our traction market decreased by 31%, or $9.7 million, to $21.5 million in the nine months ended June 30, 2023.

Gross profit increased by ~~63%~~85%, or ~~$20.4~~$44.0 million, to ~~$52.9~~$95.6 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023 as compared to the first ~~half~~nine months of Fiscal 2022. Gross profit as a percentage of revenues increased to ~~18%~~19% in the first ~~six~~nine months of Fiscal 2023 as compared to 14% in the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The increase in gross profit was directly attributable to volume leverage and factory efficiencies as a result of the increase in volume, project execution, as well as effectively managing inflationary pressures while maintaining pricing models to correspond to current cost levels. Gross profit for the nine months ended June 30, 2023 also benefited from project cancellations of $3.4 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by ~~17%~~18%, or ~~$5.7~~$9.0 million, to ~~$38.7~~$58.4 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023, primarily due to ~~$3.2~~$4.3 million of increased variable incentive compensation resulting from improved earnings. Selling, general and administrative expenses as a percentage of revenues decreased to 12% during the nine months ended June 30, 2023 compared to 13% during the ~~six~~nine months ended ~~March 31, 2023 compared to 14% during the six months ended March 31,~~June 30, 2022.

Other Income

We recorded other income of ~~$0.3~~$2.3 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2022 related to a gain on the sale of ~~land.~~a non-core, industrial valve repair and servicing business within our Canadian operations as well as the sale of an excess parcel of land in the U.S. We did not record other income during the ~~six~~nine months ended ~~March 31,~~June 30, 2023.

Income Tax ~~Provision~~Provision/Benefit

We recorded an income tax provision of ~~$3.0~~$8.1 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2023, compared to an income tax ~~provision~~benefit of ~~$0.4~~$5.8 million in the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The effective tax rate for the ~~six~~nine months ended ~~March 31,~~June 30, 2023 was ~~23%~~22%, compared to an effective tax rate of ~~negative 10%~~746% for the ~~six~~nine months ended ~~March 31,~~June 30, 2022. For the ~~six~~nine months ended ~~March 31,~~June 30, 2023, the effective tax rate was favorably impacted by the estimated R&D Tax Credit, in addition to the projected utilization of net operating loss carryforwards in the UK that have been fully reserved with a valuation allowance. These benefits were offset by state income tax expense, certain nondeductible expenses and an income inclusion related to U.S. global intangible income. ~~Similarly,~~For the ~~effective tax rate for the six~~nine months ended ~~March 31,~~June 30, 2022, the tax benefit primarily resulted from the release of the valuation allowance recorded against the Canadian net deferred tax assets in the amount of $5.9 million that was ~~favorably impacted~~partially offset by the ~~estimated R&D Tax Credit and~~tax expense of $0.4 million related to the ~~projected utilization~~gain on the disposition of ~~net operating loss carryforwards in Canada that were fully reserved with~~ a ~~valuation allowance.~~small, non-core division of our Canadian operations.

Net ~~Income/Loss~~Income

In the ~~six~~nine months ended ~~March 31,~~June 30, 2023, we recorded net income of ~~$9.6~~$28.1 million, or ~~$0.80~~$2.32 per diluted share, compared to a net ~~loss~~income of ~~$4.1~~$5.0 million, or ~~$0.34~~$0.42 per diluted share, in the ~~six~~nine months ended ~~March 31,~~June 30, 2022. This increase in net income was primarily due to the increase in bookings over the last ~~12 to~~ 18 months which has led to an increase in ~~revenues.~~revenues coupled with increased project margins.

Backlog

The order backlog at ~~March 31,~~June 30, 2023 was ~~$1.0~~$1.3 billion, an increase of ~~72%~~126% from $592.2 million at September 30, 2022. Bookings, net of cancellations and scope reductions, increased by ~~178%~~166% during the ~~six~~nine months ended ~~March 31,~~June 30, 2023 to ~~$720.0 million,~~$1.2 billion, compared to ~~$258.5~~$460.0 million during the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The significant year-over-year increase was ~~due to~~primarily driven by continued strength ~~across~~from our ~~petrochemical,~~core oil, & gas and ~~commercial~~petrochemical markets, including several large LNG and ~~other industrial market sectors.~~

petrochemical projects.

Outlook

Recently we have seen a cyclical recovery across our core oil, gas and petrochemical markets combined with increased global demand for cleaner-burning fuels as well as related processes utilizing ~~low~~lower cost gas feedstocks. Our order activity in most of our core markets has been strong and includes ~~some~~several large ~~domestic~~ LNG and petrochemical projects. This ~~strong commercial~~elevalted project activity has increased our backlog to over ~~$1.0~~$1.3 billion, which is ~~a record for Powell. Additionally, diversification~~the highest level in Powell's history. Diversification efforts outside of our core oil, gas and petrochemical end markets have also been a ~~driver of our~~positive catalyst, helping to drive the increase in backlog. This strong backlog of projects, ~~and~~which incorporates pricing initiatives in response to persistent inflationary pressures, should continue to ~~drive increased~~support strong revenue ~~volumes~~ throughout the remainder of 2023 and into 2024. Approximately $690 million of the backlog is expected to be recognized as revenue within the next twelve months. We do not anticipate our backlog will continue to grow at the same pace as we have recognized in the last nine months, which included several large LNG and petrochemical projects.

Our operating results are impacted by factors such as the timing of new order awards, project backlog, changes in project cost estimates, customer approval of final engineering and design specifications and delays in customer construction schedules, all of which contribute to short-term earnings variability and the timing of project execution. Our operating results also have been, and may continue to be, impacted by the timing and resolution of change orders, project close-out and resolution of potential contract claims and liquidated damages, all of which could improve or deteriorate gross margins during the period in which these items are resolved with our customers. Disruption in the global supply chain has, in the past, negatively impacted our business and operating results as well due to the reduction in availability and uncertainty in the timing of the receipt of certain key component parts and commodities. These factors may result in periods of underutilization of our resources and facilities, which may negatively impact our ability to cover our fixed costs, or inhibit our ability to deliver completed products on time. We will continue to remain focused on the variables that impact our markets as well as cost management, labor availability and supply chain challenges. We will also continue to adjust to ~~the~~ global conditions in order to maintain ~~competitive cost and technological advantages~~competitiveness in the markets that we serve.

Liquidity and Capital Resources

As of ~~March 31,~~June 30, 2023, current assets exceeded current liabilities by ~~1.7~~1.6 times.

Cash, cash equivalents and short-term investments increased to ~~$163.1~~$209.8 million at ~~March 31,~~June 30, 2023, compared to $116.5 million at September 30, 2022. This increase in cash was primarily driven by increased project volume and the favorable timing of contract billing ~~milestones.~~milestones on some of our large projects. We typically allocate a significant percentage of the progress billing to the early stages of the contract. These favorable billing milestones along with our increase in project backlog are the primary drivers for our increase in cash at ~~March 31,~~June 30, 2023. We believe that our strong working capital position, available borrowings under our credit facility and available cash should be sufficient to finance future operating activities, capital improvements and research and development initiatives for the foreseeable future.

when calculating the consolidated funded indebtedness, which is a component of the consolidated net leverage ratio. We have the option to cash collateralize all or a portion of the letters of credit outstanding, which would favorably impact the consolidated funded indebtedness calculation and the consolidated net leverage ratio.

As of ~~March 31,~~June 30, 2023, there were no amounts borrowed under the U.S Revolver, and letters of credit outstanding were ~~$44.8~~$49.0 million. As of ~~March 31,~~June 30, 2023, ~~$80.2~~$76.0 million was available for the issuance of letters of credit and borrowing under the U.S. Revolver. We are required to maintain certain financial covenants, the most significant of which are a consolidated net leverage ratio of less than 3.0 to 1.0 and a consolidated interest coverage ratio of greater than 3.0 to 1.0. Our most restrictive covenant, the consolidated net leverage ratio, is the ratio of earnings before interest, taxes, depreciation, amortization and stock-based compensation (EBITDAS) to funded indebtedness, which includes letters of credit. An increase in indebtedness or a decrease in EBITDAS could restrict our ability to issue letters of credit or borrow under the U.S. Revolver. For further information regarding our debt, see Notes E and F of Notes to Condensed Consolidated Financial Statements.

Approximately ~~$32.6~~$44.3 million of our cash, cash equivalents and short-term investments at ~~March 31,~~June 30, 2023 was held outside of the U.S. for our international operations. It is our intention to indefinitely reinvest all current and future foreign earnings internationally in order to ensure sufficient working capital to support our international operations. In the event that we elect to repatriate some or all of the foreign earnings that were previously deemed to be indefinitely reinvested outside the U.S., we may incur additional tax expense upon such repatriation under current tax laws.

Operating Activities

Operating activities provided net cash of ~~$55.5~~$105.3 million during the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and used net cash of ~~$13.0~~$27.8 million during the same period in Fiscal 2022. Cash flow from operations is primarily influenced by the timing of milestone payments from our customers, project volume and the associated working capital requirements, as well as payment terms with our suppliers. This increase in operating cash flow was primarily due to the favorable timing of contract billing milestones resulting in increased cash flow as our backlog of projects has increased (as noted above).

Investing Activities

Investing activities ~~provided $0.3~~used $15.4 million during the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and used ~~$7.6~~less than $0.1 million during the same period in Fiscal 2022. The increase in cash ~~provided by~~used in investing activities in the first ~~six~~nine months of Fiscal 2023 is primarily due to short-term investment activity.

Financing Activities

Net cash used in financing activities was ~~$6.8~~$9.9 million during the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and ~~$7.2~~$10.2 million during the same period in Fiscal 2022, which primarily consisted of approximately ~~$6.1~~$9 million of dividends paid in each period.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates.

There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the SEC on December 6, 2022.

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 market conditions, commodity prices, foreign currency transactions and interest rates.

Market Risk

We are exposed to general market risk and its potential impact on accounts receivable or costs and estimated earnings in excess of billings on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. Our customers are typically in the oil and gas and petrochemical markets, which include onshore and offshore production, LNG facilities and terminals, pipelines, refineries and petrochemical plants. Additional markets include electric utility and light rail traction power as well as mining and metals, pulp and paper and other municipal, commercial and other industrial markets. ~~Occasionally,~~Typically, on large projects, our customers ~~may~~ include an engineering, procurement and construction (EPC) firm which may increase our market risk exposure based on the business climate of the EPC firm. We maintain ongoing discussions with customers regarding contract status with respect to payment status, change orders and billing terms in an effort to monitor collections of amounts billed.

Commodity Price Risk

We are subject to market risk from fluctuating market prices of certain raw materials used in our products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We attempt to pass along such commodity price increases to our customers on a contract-by-contract basis to avoid a negative effect on our profit margin. We ~~have~~ entered into a derivative contract to hedge a portion of our exposure to commodity price risk. This contract is immaterial for the first ~~half~~nine months of Fiscal 2023 and ended in June 2023. In the future, we may enter into additional derivative contracts to further hedge our exposure to commodity price risk. We continue to experience price volatility with some of our key raw materials and components. Fixed-price contracts may limit our ability to pass cost increases to our customers, thus negatively impacting our earnings. Fluctuations in commodity prices may have a material impact on our future earnings and cash flows.

Foreign Currency Transaction Risk

We have foreign operations that expose us to foreign currency exchange rate risk in the British Pound Sterling, the Canadian Dollar and to a lesser extent the Singapore Dollar and the Euro, among others. Amounts invested in our foreign operations are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as accumulated other comprehensive loss, a component of stockholders’ equity in our Condensed Consolidated Balance Sheets. We believe the exposure to the effects that fluctuating foreign currencies have on our consolidated results of operations is limited because the foreign operations primarily invoice customers and collect payments in their respective local currencies or U.S. Dollars. Additionally, expenses associated with these transactions are generally contracted and paid for in the same local currencies. For the ~~six~~nine months ended ~~March 31,~~June 30, 2023, our realized foreign exchange loss was $0.4 million and is included in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

Our accumulated other comprehensive loss, which is included as a component of stockholders’ equity, was ~~$26.1~~$24.0 million as of ~~March 31,~~June 30, 2023, a decrease of ~~$2.9~~$5.0 million compared to September 30, 2022. This decrease in comprehensive loss was primarily a result of fluctuations in the currency exchange rates for the Canadian Dollar and British Pound Sterling as we re-measured the foreign operations of those divisions.

We do not typically hedge our exposure to potential foreign currency translation adjustments.

Interest Rate Risk

If we borrow under our U.S. Revolver, we will be subject to market risk resulting from changes in interest rates related to our floating rate bank credit facility. If we were to make such borrowings, a hypothetical 100 basis point increase in variable interest rates may result in a material impact on our financial statements. While we do not currently have any derivative contracts to hedge our exposure to interest rate risk, in the past we have entered and may in the future enter into such contracts. During each of the periods presented, we have not experienced a significant effect on our business due to changes in interest rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.

Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) 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 the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. Although we can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the SEC on December 6, 2022.

Item 5. Other Information

Insider Adoption or Termination of Trading Arrangements

During the last fiscal quarter, none of our directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

Item 6. Exhibits


Number		Description of Exhibits
3.1	—	Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of State of the State of Delaware on February 11, 2004 (filed as Exhibit 3.1 to our Form 8-A/A filed November 1, 2004, and incorporated herein by reference).

3.2	—	Amended and Restated Bylaws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed October 12, 2012, and incorporated herein by reference).

3.3	—	Amendment No. 1 to Amended and Restated Bylaws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed February 26, 2021, and incorporated herein by reference).

~~10.1~~	—	~~Second Amendment to Credit Agreement, dated March 31, 2023 (filed as Exhibit 10.1 to our Form 8-K filed April 6,2023 and incorporated herein by reference).~~

~~10.2~~	—	~~First Amendment to Powell Industries, Inc. 2014 Non-Employee Director Equity Incentive Plan (filed as Exhibit 10.2 to our Form S-8 filed February 9, 2023 and incorporated herein by reference).~~

~~10.3~~	—	~~First Amendment to Powell Industries, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.1 to our Form 8-K filed February 16, 2023 and incorporated herein by reference).~~

*31.1	—	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

*31.2	—	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

**32.1	—	Certification of Chief Executive Officer 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 Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101	—	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets (Unaudited); (ii) Condensed Consolidated Statements of Operations (Unaudited); (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iv) Condensed Consolidated Statements of Stockholders' Equity (Unaudited); (v) Condensed Consolidated Statements of Cash Flows (Unaudited); and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text and including detailed tags.

*104	—	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2023, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith
** Furnished herewith

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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)

Date: ~~May 3,~~August 2, 2023	By:	/s/ Brett A. Cope
		Brett A. Cope
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~May 3,~~August 2, 2023	By:	/s/ Michael W. Metcalf
		Michael W. Metcalf
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

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			Page
Part I — Financial Information			3
Item 1. Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets (Unaudited)			3
Condensed Consolidated Statements of Operations (Unaudited)			4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)			5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)			6
Condensed Consolidated Statements of Cash Flows (Unaudited)			78
Notes to Condensed Consolidated Financial Statements (Unaudited)			89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2021
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2426
Item 4. Controls and Procedures			2526

Part II — Other Information			2628
Item 1. Legal Proceedings			2628
Item 1A. Risk Factors			2628
Item 5. Other In f ormation			28
Item 6. Exhibits			2729
Signatures			2830