powl-20260331

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, 2026


☐			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 4, 2026, there were 36,431,649 outstanding shares of the registrant’s common stock, par value $0.01 per share.

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


			Page
Part I — Financial Information			3
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets (Unaudited)			3
Condensed Consolidated Statements of Operations (Unaudited)			4
Condensed Consolidated Statements of Comprehensive Income (Unaudited)			5
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)			6
Condensed Consolidated Statements of Cash Flows (Unaudited)			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30

Part II — Other Information			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 5. Other Information			31
Item 6. Exhibits			31
Signatures			33

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


	March 31, 2026		September 30, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	537,712	$	450,739
Short-term investments	7,177		24,788

Accounts receivable, less allowance for credit losses of $311 and $368, respectively	238,315		217,065
Contract assets	113,297		136,679
Inventories	86,304		84,719

Prepaid expenses	12,744		10,591
Other current assets	12,837		7,135
Total Current Assets	1,008,386		931,716
Property, plant and equipment, net	111,822		111,049
Operating lease assets, net	1,955		1,664

Goodwill	6,039		6,125
Intangible assets, net	5,606		6,138
Deferred income tax assets	26,257		33,440
Other assets	19,974		18,852
Total Assets	$	1,180,039	$	1,108,984
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:

Accounts payable	$	75,135	$	67,080
Contract liabilities	314,506		297,949
Accrued compensation and benefits	24,278		39,184
Accrued product warranty	6,637		6,356
Current operating lease liabilities	880		882
Income taxes payable	3,368		11,028
Other current liabilities	22,476		23,908
Total Current Liabilities	447,280		446,387

Deferred compensation	14,831		13,707
Long-term operating lease liabilities	1,075		782
Deferred income tax liabilities	5,266		5,297
Other long-term liabilities	2,518		2,041
Total Liabilities	470,970		468,214
Commitments and Contingencies (Note G)
Stockholders’ Equity:
Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued	—		—
Common stock, par value $0.01; 90,000,000 shares authorized; Shares issued: 38,849,553 and 38,628,588, respectively Shares outstanding: 36,431,499 and 36,210,534, respectively	129		129
Additional paid-in capital	51,537		62,834
Retained earnings	710,532		629,848
Treasury stock, 2,418,054 shares at cost	(24,999)		(24,999)
Accumulated other comprehensive loss	(28,130)		(27,042)
Total Stockholders’ Equity	709,069		640,770
Total Liabilities and Stockholders’ Equity	$	1,180,039	$	1,108,984

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,
	2026		2025		2026		2025
Revenues	$	296,615	$	278,631	$	547,799	$	520,062
Cost of goods sold	208,679		195,199		388,445		377,106
Gross profit	87,936		83,432		159,354		142,956

Selling, general and administrative expenses	25,843		21,767		51,001		43,243
Research and development expenses	4,289		2,746		7,556		5,222
Amortization of intangible assets	223		—		445		—


Operating income	57,581		58,919		100,352		94,491

Other expenses (income):


Interest income, net	(4,203)		(3,555)		(8,468)		(7,420)
Income before income taxes	61,784		62,474		108,820		101,911
Income tax provision	15,897		16,144		21,543		20,818
Net income	$	45,887	$	46,330	$	87,277	$	81,093

Earnings per share:
Basic	$	1.26	$	1.28	$	2.40	$	2.24
Diluted	$	1.25	$	1.27	$	2.39	$	2.22

Weighted average shares:
Basic	36,429		36,206		36,378		36,159
Diluted	36,584		36,523		36,543		36,489
Dividends per share	$	0.0900	$	0.0892	$	0.1792	$	0.1775

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

POWELL INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three months ended March 31,				Six months ended March 31,
	2026		2025		2026		2025
Net income	$	45,887	$	46,330	$	87,277	$	81,093
Foreign currency translation adjustments	(3,224)		937		(1,088)		(7,132)

Comprehensive income	$	42,663	$	47,267	$	86,189	$	73,961

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
				Additional							Other
	Common Stock			Paid-in		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Totals
Balance, September 30, 2025	38,629	$	129	$	62,834	$	629,848	(2,418)	$	(24,999)	$	(27,042)	$	640,770
Net income	—	—		—		41,390		—	—		—		41,390
Foreign currency translation adjustments	—	—		—		—		—	—		2,136		2,136
Stock-based compensation	211	—		1,572		—		—	—		—		1,572
Shares withheld in lieu of employee tax withholding	—	—		(14,036)		—		—	—		—		(14,036)
Dividends	—	—		351		(3,297)		—	—		—		(2,946)

Balance, December 31, 2025	38,840	$	129	$	50,721	$	667,941	(2,418)	$	(24,999)	$	(24,906)	$	668,886
Net income	—	—		—		45,887		—	—		—		45,887
Foreign currency translation adjustments	—	—		—		—		—	—		(3,224)		(3,224)
Stock-based compensation	10	—		1,270		—		—	—		—		1,270
Shares withheld in lieu of employee tax withholding	—	—		(459)		—		—	—		—		(459)

Dividends	—	—		5		(3,296)		—	—		—		(3,291)

Balance, March 31, 2026	38,850	$	129	$	51,537	$	710,532	(2,418)	$	(24,999)	$	(28,130)	$	709,069


											Accumulated
				Additional							Other
	Common Stock			Paid-in		Retained		Treasury Stock			Comprehensive
	Shares	Amount		Capital		Earnings		Shares	Amount		Income/(Loss)		Totals
Balance, September 30, 2024	38,386	$	128	$	70,111	$	462,194	(2,418)	$	(24,999)	$	(24,361)	$	483,073
Net income	—	—		—		34,763		—	—		—		34,763
Foreign currency translation adjustments	—	—		—		—		—	—		(8,069)		(8,069)
Stock-based compensation	226	1		1,512		—		—	—		—		1,513
Shares withheld in lieu of employee tax withholding	—	—		(11,995)		—		—	—		—		(11,995)
Dividends	—	—		331		(3,284)		—	—		—		(2,953)

Balance, December 31, 2024	38,612	$	129	$	59,959	$	493,673	(2,418)	$	(24,999)	$	(32,430)	$	496,332
Net income	—	—		—		46,330		—	—		—		46,330
Foreign currency translation adjustments	—	—		—		—		—	—		937		937
Stock-based compensation	11	—		1,031		—		—	—		—		1,031


Dividends	—	—		—		(3,267)		—	—		—		(3,267)

Balance, March 31, 2025	38,623	$	129	$	60,990	$	536,736	(2,418)	$	(24,999)	$	(31,493)	$	541,363

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,
	2026		2025
Operating Activities:
Net income	$	87,277	$	81,093
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,331		3,473

Stock-based compensation	2,842		2,544
Unrealized mark-to-market loss (gain) on derivative contracts	3		(23)
Bad debt expense (recovery), net	(17)		(130)
Deferred income taxes	7,184		(1,271)
Changes in operating assets and liabilities:
Accounts receivable, net	(21,364)		9,963
Contract assets and liabilities, net	39,822		(16,927)
Inventories	(1,683)		(3,962)
Income taxes	(12,251)		(7,459)
Prepaid expenses and other current assets	(3,278)		2,810
Accounts payable	7,172		257
Accrued liabilities	(16,244)		(13,713)
Other, net	1,017		2,825
Net cash provided by operating activities	94,811		59,480
Investing Activities:
Purchases of short-term investments	—		(22,614)
Maturities of short-term investments	17,824		33,421

Purchases of property, plant and equipment	(3,861)		(6,263)

Proceeds from sale of property, plant and equipment	4		20

Net cash provided by investing activities	13,967		4,564
Financing Activities:

Shares withheld in lieu of employee tax withholding	(14,495)		(11,995)
Dividends paid	(6,513)		(6,412)
Net cash used in financing activities	(21,008)		(18,407)
Net increase in cash and cash equivalents	87,770		45,637
Effect of exchange rate changes on cash and cash equivalents	(797)		(1,426)
Cash and cash equivalents at beginning of period	450,739		315,331
Cash and cash equivalents at end of period	$	537,712	$	359,542

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 a Delaware corporation founded by William E. Powell in 1947. We develop, design, manufacture and service custom-engineered equipment and systems that distribute, control and monitor the flow of electrical energy and provide protection to motors, transformers and other electrically powered equipment. Our major subsidiaries, all of which are wholly owned, include Powell Electrical Systems, Inc.; Powell Canada Inc.; Powell (UK) Limited; and Powell Industries International Limited.

We are headquartered in Houston, Texas, and primarily serve the oil and gas and petrochemical markets, the electric utility market, and commercial and other industrial markets. Beyond these major markets, we also provide products and services to the light rail traction power market and other markets that include universities and government entities. We are continuously developing new channels to electrical markets through original equipment manufacturers and distribution market channels.

Basis of Presentation

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

The 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.

The 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, 2025, which was filed with the Securities and Exchange Commission (SEC) on November 19, 2025.

References to Fiscal 2026 and Fiscal 2025 used throughout this report shall mean the current fiscal year ending September 30, 2026 and the prior fiscal year ended September 30, 2025, 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, 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, intangible assets and goodwill (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 basis for 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 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.

Common Stock Split

On March 31, 2026, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation to proportionately increase the number of shares of the Company’s authorized common stock from 30,000,000 to 90,000,000 in connection with a forward stock split.

On April 2, 2026, the Company effected a three-for-one forward split of its common stock and proportionately increased the number of shares of authorized common stock from 30,000,000 to 90,000,000 (the Stock Split). Each shareholder of record as of the close of trading on March 20, 2026 (the Record Date) received, after the close of trading on April 2, 2026, two additional shares for every one share held on the Record Date. The shares of common stock retain a par value of $0.01 per share. Trading began on a split-adjusted basis at market open on April 6, 2026.

Share and per share amounts included in the accompanying consolidated financial statements and applicable disclosures throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Stock Split.

Accounting Standards Updates Issued but Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures. It requires greater disaggregation of information in the tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, and should be applied on a prospective basis. Retrospective application and early adoption were permitted. We are currently evaluating the impacts of the new standard.

In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income – Expense Disaggregation Disclosures, which requires additional qualitative and quantitative information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. In January 2025, the FASB further clarified the effective date for interim reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impacts of the new standard.

B. Earnings Per Share

We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common share include the weighted average of additional shares associated with the incremental effect of dilutive restricted stock and restricted stock units. Outstanding share and per-share amounts disclosed for all periods below have been retroactively adjusted to reflect the effect of the Stock Split.

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


	Three months ended March 31,				Six months ended March 31,
	2026		2025		2026		2025
Numerator:
Net income	$	45,887	$	46,330	$	87,277	$	81,093
Denominator:
Weighted average basic shares	36,429		36,206		36,378		36,159
Dilutive effect of restricted stock and restricted stock units	155		317		165		330
Weighted average diluted shares	36,584		36,523		36,543		36,489
Earnings per share:
Basic	$	1.26	$	1.28	$	2.40	$	2.24
Diluted	$	1.25	$	1.27	$	2.39	$	2.22

C. Detail of Selected Balance Sheet Accounts

Inventories

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


	March 31, 2026		September 30, 2025
Raw materials, parts and sub-assemblies	$	92,881

SEC Form 10-Q filed by Powell Industries Inc.