##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended
.
 OR
 þ
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from November 1, 2005 to September 30, 2006.
 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 Drive,
    
    77075-1180Houston, Texas
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(713) 944-6900
 Securities registered pursuant to section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of Act:
 Common Stock, par value $.01 per share
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
    Documents Incorporated By Reference




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##### 



POWELL INDUSTRIES, INC.
TABLE OF CONTENTS
 PageExplanatory Note
    
    3Cautionary Statement Regarding Forward-Looking Statements; Risk Factors
    
    10PART IItem 1.
    
    Business
    
    11Item 1A.
    
    Risk Factors
    
    15Item 1B.
    
    Unresolved Staff Comments
    
    18Item 2.
    
    Properties
    
    18Item 3.
    
    Legal Proceedings
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    19PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    19Item 6.
    
    Selected Financial Data
    
    20Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    21Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    29Item 8.
    
    Financial Statements and Supplementary Data
    
    30Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    64Item 9A.
    
    Controls and Procedures
    
    64Item 9B.
    
    Other Information
    
    65PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    66Item 11.
    
    Executive Compensation
    
    66Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    66Item 13.
    
    Certain Relationships and Related Transactions
    
    66Item 14.
    
    Principal Accountant Fees and Services
    
    66PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    66Signatures
    
    69Consent of PricewaterhouseCoopers LLPCertification of CEO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CFO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS;
RISK FACTORS
 
 EXPLANATORY NOTE
     3




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##### Table of Contents



September 30, 2006
    
    

October 31, 2005Inventories:As previously reported
    
    $
    28,940
    
    
    $
    21,616Adjustments
    
    
    (672
    )
    
    
    (87
    )As restated
    
    $
    28,268
    
    
    $
    21,529Income taxes receivable:As previously reported
    
    $
    44
    
    
    $
    507Adjustments
    
    
    (44
    )
    
    
    206As restated
    
    $
    
    
    
    $
    713Deferred income taxes:As previously reported
    
    $
    
    
    
    $
    1,836Reclassification
    
    
    1,270
    
    
    
    As restated
    
    $
    1,270
    
    
    $
    1,836Income taxes payable:As previously reported
    
    $
    156
    
    
    $
    1,185Adjustments
    
    
    577
    
    
    
    As restated
    
    $
    733
    
    
    $
    1,185Accounts payable:As previously reported
    
    $
    44,377
    
    
    $
    22,104Adjustments
    
    
    2,138
    
    
    
    539As restated
    
    $
    46,515
    
    
    $
    22,643Other accrued expenses:As previously reported
    
    $
    9,806
    
    
    $
    5,957Adjustments
    
    
    (330
    )
    
    
    As restated
    
    $
    9,476
    
    
    $
    5,957Retained earnings:As previously reported
    
    $
    146,490
    
    
    $
    136,670Adjustments
    
    
    (1,831
    )
    
    
    (420
    )As restated
    
    $
    144,659
    
    
    $
    136,250
 4




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##### Table of Contents



11 Months
    
    
    YearEnded
    
    
    EndedSeptember 30, 2006
    
    
    October 31, 2005Cost of goods sold:As previously reported
    
    $
    303,304
    
    
    $
    212,785Adjustments
    
    
    2,185
    
    
    
    626As restated
    
    $
    305,489
    
    
    $
    213,411Gross profit:As previously reported
    
    $
    71,243
    
    
    
    43,860Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    69,058
    
    
    $
    43,234Income before interest, income taxes and minority interest:As previously reported
    
    $
    15,898
    
    
    
    3,066Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    13,713
    
    
    $
    2,440Income before income taxes and minority interest:As previously reported
    
    $
    15,200
    
    
    
    3,452Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    13,015
    
    
    $
    2,826Net income:As previously reported
    
    $
    9,820
    
    
    
    2,251Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )Income tax benefit
    
    
    774
    
    
    
    206As restated
    
    $
    8,409
    
    
    $
    1,831Net earnings per common share:Basic:As previously reported
    
    $
    0.90
    
    
    
    0.21Adjustments
    
    
    (0.13
    )
    
    
    (0.04
    )As restated
    
    $
    0.77
    
    
    $
    0.17Diluted:As previously reported
    
    $
    0.89
    
    
    
    0.21Adjustments
    
    
    (0.13
    )
    
    
    (0.04
    )As restated
    
    $
    0.76
    
    
    $
    0.17
 5




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UnauditedThree Months
    
    
    Nine MonthsEnded
    
    
    EndedJuly 31, 2006
    
    
    July 31, 2006Cost of goods sold:As previously reported
    
    $
    84,928
    
    
    $
    231,652Adjustments to cost of goods sold
    
    
    321
    
    
    
    1,257As restated
    
    $
    85,249
    
    
    $
    232,909Gross profit:As previously reported
    
    $
    19,093
    
    
    $
    54,613Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    18,772
    
    
    $
    53,356Income before interest, income taxes and minority interest:As previously reported
    
    $
    3,388
    
    
    $
    12,073Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    3,067
    
    
    $
    10,816Income before income taxes and minority interest:As previously reported
    
    $
    3,109
    
    
    $
    11,672Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    2,788
    
    
    $
    10,415Net income:As previously reported
    
    $
    1,757
    
    
    $
    6,995Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )Income tax benefit
    
    
    114
    
    
    
    445As restated
    
    $
    1,550
    
    
    $
    6,183Net earnings per common share:Basic:As previously reported
    
    $
    0.16
    
    
    $
    0.64Adjustments
    
    
    (0.02
    )
    
    
    (0.07
    )As restated
    
    $
    0.14
    
    
    $
    0.57Diluted:As previously reported
    
    $
    0.16
    
    
    $
    0.63Adjustments
    
    
    (0.02
    )
    
    
    (0.07
    )As restated
    
    $
    0.14
    
    
    $
    0.56
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##### Table of Contents



UnauditedThree Months
    
    
    Six MonthsEnded
    
    
    EndedApril 30, 2006
    
    
    April 30, 2006Cost of goods sold:As previously reported
    
    $
    77,688
    
    
    $
    146,724Adjustments
    
    
    532
    
    
    
    936As restated
    
    $
    78,220
    
    
    $
    147,660Gross profit:As previously reported
    
    $
    20,743
    
    
    $
    35,520Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    20,211
    
    
    $
    34,584Income before interest, income taxes and minority interest:As previously reported
    
    $
    6,892
    
    
    $
    8,685Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    6,360
    
    
    $
    7,749Income before income taxes and minority interest:As previously reported
    
    $
    6,803
    
    
    $
    8,563Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    6,271
    
    
    $
    7,627Net income:As previously reported
    
    $
    4,145
    
    
    $
    5,238Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )Income tax benefit
    
    
    188
    
    
    
    331As restated
    
    $
    3,801
    
    
    $
    4,633Net earnings per common share:Basic:As previously reported
    
    $
    0.38
    
    
    $
    0.48Adjustments
    
    
    (0.03
    )
    
    
    (0.05
    )As restated
    
    $
    0.35
    
    
    $
    0.43Diluted:As previously reported
    
    $
    0.37
    
    
    $
    0.47Adjustments
    
    
    (0.03
    )
    
    
    (0.05
    )As restated
    
    $
    0.34
    
    
    $
    0.42
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UnauditedThree MonthsEndedJanuary 31, 2006Cost of goods sold:As previously reported
    
    $
    69,036Adjustments to cost of goods sold
    
    
    404As restated
    
    $
    69,440Gross profit:As previously reported
    
    $
    14,777Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    14,373Income before interest, income taxes and minority interest:As previously reported
    
    $
    1,793Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    1,389Income before income taxes and minority interest:As previously reported
    
    $
    1,760Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    1,356Net income:As previously reported
    
    $
    1,093Adjustments to cost of goods sold
    
    
    (404
    )Income tax benefit
    
    
    143As restated
    
    $
    832Net earnings per common share:Basic:As previously reported
    
    $
    0.10Adjustments
    
    
    (0.02
    )As restated
    
    $
    0.08Diluted:As previously reported
    
    $
    0.10Adjustments
    
    
    (0.02
    )As restated
    
    $
    0.08
 8




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##### Table of Contents



UnauditedThree Months
    
    
    Nine MonthsEnded
    
    
    EndedJuly 31, 2005
    
    
    July 31, 2005Cost of goods sold:As previously reported
    
    $
    54,354
    
    
    $
    145,556Adjustments
    
    
    305
    
    
    
    305As restated
    
    $
    54,659
    
    
    $
    145,861Gross profit:As previously reported
    
    $
    12,561
    
    
    $
    27,962Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    12,256
    
    
    $
    27,657Income (loss) before interest, income taxes and minority interest:As previously reported
    
    $
    2,674
    
    
    $
    (799
    )Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    2,369
    
    
    $
    (1,104
    )Income (loss) before income taxes and minority interest:As previously reported
    
    $
    2,833
    
    
    $
    (262
    )Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    2,528
    
    
    $
    (567
    )Net income:As previously reported
    
    $
    2,132
    
    
    
    411Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )Income tax benefit
    
    
    101
    
    
    
    101As restated
    
    $
    1,928
    
    
    $
    207Net earnings per common share:Basic:As previously reported
    
    $
    0.20
    
    
    $
    0.04Adjustments
    
    
    (0.02
    )
    
    
    (0.02
    )As restated
    
    $
    0.18
    
    
    $
    0.02Diluted:As previously reported
    
    $
    0.19
    
    
    $
    0.04Adjustments
    
    
    (0.02
    )
    
    $
    (0.02
    )As restated
    
    $
    0.17
    
    
    $
    0.02
 9




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Forward-Looking Statements
   10




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##### Table of Contents



PART I
 
 Item 1. Business
 Overview
   www.powellind.com
   ® ® ®
  11




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##### Table of Contents



Electrical Power Products
  ®
   Customers and Markets
    Competition
  12




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##### Table of Contents



Backlog
 ®
 Raw Materials and Suppliers
   Inflation
  Employees
  Research and Development
  Intellectual Property
  13




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##### Table of Contents



Process Control Systems
  Customers and Markets
   Competition
   Backlog
  Employees
  Research and Development
  Intellectual Property
  14




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##### Table of Contents



Item 1A. Risk Factors
  Our industry is highly competitive
  An economic downturn may lead to lower demand for our services
  International and political events may adversely affect our operations
  
    
    political and economic instability;
    
    social unrest, acts of terrorism, force majeure, war or other armed conflict;
    
    inflation;
    
    currency fluctuations, devaluations and conversion restrictions;
    
    governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds; and
    
    trade restrictions and economic embargoes imposed by the United States or other countries.
 Fluctuations in the price and supply of raw materials used to manufacture our products may reduce
our profits
  Our dependence upon fixed-price contracts could result in reduced profits, or in some cases,
losses, if costs increase above our estimates
  15




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Our acquisition strategy involves a number of risks
  
    
    difficulties in the integration of operations and systems;
    
    the termination of relationships by key personnel and customers of the acquired company;
    
    a failure to add additional employees to handle the increased volume of business;
    
    additional financial and accounting challenges and complexities in areas such as tax
planning, treasury management and financial reporting;
    
    risks and liabilities from our acquisitions, some of which may not be discovered during our due diligence;
    
    a disruption of our ongoing business or an inability of our ongoing business to receive sufficient management attention; and
    
    a failure to realize the cost savings or other financial benefits we anticipated.
  Our use of percentage-of-completion accounting could result in a reduction or elimination of
previously reported profits
  We may not be able to fully realize the revenue value reported in our backlog
  Our operating results may vary significantly from quarter to quarter
  
    
    changes in estimated costs or revenues under fixed price contracts;
    
    the timing and volume of work under new agreements;
 16




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
    
    general economic conditions;
    
    the spending patterns of customers;
    
    variations in the margins of projects performed during any particular quarter;
    
    losses experienced in our operations not otherwise covered by insurance;
    
    a change in the demand or production of our products and our services caused by severe weather conditions;
    
    a change in the mix of our customers, contracts and business;
    
    increases in design and manufacturing costs;
    
    the ability of customers to pay their invoices owed to us; and
    
    disagreements with customers related to project performance on delivery.
  We may be unsuccessful at generating internal growth
  
    
    attract new customers;
    
    increase the number or size of projects performed for existing customers;
    
    hire and retain employees; and
    
    increase volume utilizing our existing facilities.
  The departure of key personnel could disrupt our business
  Our business requires skilled labor, and we may be unable to attract and retain qualified
employees
  Unforeseen difficulties with the implementation or operation of our enterprise resource planning
system could adversely affect our internal controls and our business
  17




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Failure to successfully comply with Section 404 of the Sarbanes-Oxley Act of 2002 on a timely
basis could seriously harm our business
  Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability
and liquidity and weaken our financial condition
  Technological innovations by competitors may make existing products and production methods
obsolete
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   Number
    
    
    
    
    
    Approximate Square FootageLocation
    
    of Facilities
    
    Acres
    
    Owned
    
    LeasedElectrical Power Products:Houston, TX
    
    
    3
    
    
    
    78.1
    
    
    
    430,600
    
    
    
    138,600North Canton, OH
    
    
    1
    
    
    
    8.0
    
    
    
    72,000
    
    
    
    Northlake, IL
    
    
    1
    
    
    
    10.0
    
    
    
    103,500
    
    
    
    Bradford, United Kingdom
    
    
    1
    
    
    
    7.9
    
    
    
    129,200
    
    
    
    Process Control Systems:Pleasanton, CA
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    39,100Duluth, GA
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    29,700
 ® ®
 18




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Item 3. Legal Proceedings
   
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Price Range of Common Stock
  High
    
    LowFiscal Year 2005:First Quarter
    
    $
    18.93
    
    
    $
    15.95Second Quarter
    
    
    19.67
    
    
    
    16.84Third Quarter
    
    
    23.80
    
    
    
    17.03Fourth Quarter
    
    
    23.98
    
    
    
    19.28Fiscal Year 2006:First Quarter
    
    $
    23.64
    
    
    $
    17.57Second Quarter
    
    
    27.72
    
    
    
    20.75Third Quarter
    
    
    25.94
    
    
    
    21.28Fourth Quarter
    
    
    24.00
    
    
    
    18.42
   19




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##### Table of Contents



Dividend Policy
  
 Item 6. Selected Financial Data
  ® ®
   11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)(In thousands, except per share data)Statements of Operations:Revenues
    
    $
    374,547
    
    
    $
    256,645
    
    
    $
    206,142
    
    
    $
    253,381
    
    
    $
    306,403Cost of goods sold
    
    
    305,489
    
    
    
    213,411
    
    
    
    170,165
    
    
    
    204,585
    
    
    
    238,883Gross profit
    
    
    69,058
    
    
    
    43,234
    
    
    
    35,977
    
    
    
    48,796
    
    
    
    67,520Selling, general and administrative expenses
    
    
    55,345
    
    
    
    41,846
    
    
    
    35,357
    
    
    
    35,339
    
    
    
    39,031Gain on sale of land and building
    
    
    
    
    
    
    (1,052
    )
    
    
    
    
    
    
    
    
    
    
    Income before interest, income taxes, minority interest, and
cumulative effect of change in accounting principle
    
    
    13,713
    
    
    
    2,440
    
    
    
    620
    
    
    
    13,457
    
    
    
    28,489Interest expense (income), net
    
    
    698
    
    
    
    (386
    )
    
    
    (744
    )
    
    
    (175
    )
    
    
    210Income tax provision (benefit)
    
    
    4,609
    
    
    
    932
    
    
    
    (282
    )
    
    
    6,137
    
    
    
    10,481Minority interest
    
    
    (3
    )
    
    
    63
    
    
    
    (23
    )
    
    
    
    
    
    
    Income from continuing operations before cumulative effect of
change in accounting principle
    
    
    8,409
    
    
    
    1,831
    
    
    
    1,669
    
    
    
    7,495
    
    
    
    17,798Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (510
    )
    
    
    Net income
    
    $
    8,409
    
    
    $
    1,831
    
    
    $
    1,669
    
    
    $
    6,985
    
    
    $
    17,798Basic earnings per share
    
    $
    0.77
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.66
    
    
    $
    1.69Diluted earnings per share
    
    $
    0.76
    
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.65
    
    
    $
    1.66
 20




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As ofSeptember 30,
    
    
    As of October 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(As restated
    
    
    (As restatedsee Note C)
    
    
    see Note C)(In thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    10,495
    
    
    $
    24,844
    
    
    $
    8,974
    
    
    $
    11,863
    
    
    $
    9,362Marketable securities
    
    
    
    
    
    
    8,200
    
    
    
    54,208
    
    
    
    30,452
    
    
    
    5,000Property, plant and equipment, net
    
    
    60,336
    
    
    
    55,678
    
    
    
    45,041
    
    
    
    43,998
    
    
    
    45,020Total assets
    
    
    292,678
    
    
    
    226,778
    
    
    
    196,079
    
    
    
    190,478
    
    
    
    189,708Long-term debt and capital lease
obligations, including current maturities
    
    
    42,396
    
    
    
    21,531
    
    
    
    7,100
    
    
    
    7,359
    
    
    
    12,010Total stockholders equity
    
    
    156,931
    
    
    
    143,994
    
    
    
    139,835
    
    
    
    136,364
    
    
    
    128,100Total liabilities and stockholders equity
    
    $
    292,678
    
    
    $
    226,778
    
    
    $
    196,079
    
    
    $
    190,478
    
    
    $
    189,708
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
  ® ® ® ®
   21




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##### Table of Contents



Results of Operations
 Eleven Months Ended September 30, 2006 (Fiscal 2006) Compared to Twelve Months Ended October 31,
2005 (Fiscal 2005)
 Revenue and Gross Profit
 ®
 Electrical Power Products
 ®
  Process Control Systems
    Consolidated Selling, General and Administrative Expenses
 ®
 22




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##### Table of Contents



Interest Income and Expense
   Provision for Income Taxes
    Net Income
  Backlog
 ®
 Year Ended October 31, 2005 Compared to Year Ended October 31, 2004
 Revenue and Gross Profit
  23




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##### Table of Contents



Electrical Power Products
   Process Control Systems
    Consolidated Selling, General and Administrative Expenses
  Interest Income and Expense
   Provision for Income Taxes
  24




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##### Table of Contents



a)
    
    A $0.4 million benefit was recorded for the years ended 2005 and 2004 primarily for
the benefit of revised extraterritorial income exclusion amounts. This benefit was
derived by calculating the extraterritorial income exclusion amount on a transaction by
transaction basis in 2004 and 2003, as opposed to an aggregate basis as originally
estimated;b)
    
    A $0.3 million valuation allowance related to capital losses was released in 2004.
We entered into an agreement in 2004 to sell a capital asset that will trigger enough
capital gain to utilize the capital loss carry forward;c)
    
    We reduced our income tax provision by $0.2 million in 2004 due to acceptance by
certain state taxing authorities of voluntary disclosure agreements in 2004; andd)
    
    We increased our income tax provision by $0.3 million in 2005 related to certain
adjustments from audits of our prior year federal tax returns.
 Net Income
  Backlog
  Liquidity and Capital Resources
   Operating Activities
  Investing Activities
  25




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##### Table of Contents



®
   Financing Activities
  Contractual Obligations
  Long-Term
    
    
    Capital
    
    
    OperatingAs of September 30, 2006
    
    Debt
    
    
    Lease
    
    
    LeasePayments Due by Period:
    
    Obligations
    
    
    Obligations
    
    
    Obligations
    
    
    TotalLess than 1 year
    
    $
    9,693
    
    
    $
    53
    
    
    $
    2,229
    
    
    $
    11,9751 to 3 years
    
    
    19,203
    
    
    
    66
    
    
    
    2,072
    
    
    
    21,3413 to 5 years
    
    
    17,038
    
    
    
    
    
    
    
    1,051
    
    
    
    18,089More than 5 years
    
    
    5,398
    
    
    
    
    
    
    
    762
    
    
    
    6,160Total long-term contractual obligations
    
    $
    51,332
    
    
    $
    119
    
    
    $
    6,114
    
    
    $
    57,565
 Other Commercial Commitments
  As of September 30, 2006,
    
    Letters ofPayments Due by Period:
    
    CreditLess than 1 year
    
    $
    9,1211 to 3 years
    
    
    4,4683 to 5 years
    
    
    More than 5 years
    
    
    Total long-term commercial obligations
    
    $
    13,589
  Outlook for Fiscal 2007
   26




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##### Table of Contents



®
   Effects of Inflation
   Critical Accounting Policies and Estimates
  Revenue Recognition
 Accounting for Performance of Construction-Type and Certain Production-Type
Contracts
  27




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##### Table of Contents



Revenue Recognition,
Revised and Updated.
 Allowance for Doubtful Accounts
  Impairment of Long-Lived Assets
  Intangible Assets
 Goodwill and Other Intangible Assets.
 Accruals for Contingent Liabilities
  Accounting for Income Taxes
  Foreign Currency Translation
  28




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##### Table of Contents



Foreign Currency Translation.
 Hedging Activities
 Accounting for Derivative Instruments and Hedging Activities,
 New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
 Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements
 Fair Value Measurements,
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Benefits, an Amendment of SFAS No. 87, 88, 106 and 123R.
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  29




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##### Table of Contents



Foreign Currency Transaction Risk
   Commodity Price Risk
  
 Item 8. Financial Statements and Supplementary Data
 Index to Consolidated Financial Statements
    
    PageFinancial Statements:Report of Independent Registered Public Accounting Firm
    
    
    31Consolidated Balance Sheets as of September 30, 2006 (Restated) and October 31, 2005 (Restated)
    
    
    33Consolidated Statements of Operations for the 11 Months Ended September 30, 2006 (Restated)
and Years Ended October 31, 2005 (Restated) and 2004
    
    
    34Consolidated Statements of Stockholders Equity for the 11 Months Ended September 30, 2006
(Restated) and Years Ended October 31, 2005 (Restated) and 2004
    
    
    35Consolidated Statements of Cash Flows for the 11 Months Ended September 30, 2006 (Restated)
and Years Ended October 31, 2005 (Restated) and 2004
    
    
    36Notes to Consolidated Financial Statements
    
    
    37
 30




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   Consolidated financial statements
    Internal control over financial reporting
 Internal Control 
Integrated Framework
    31




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##### Table of Contents



Internal Control  Integrated Framework Internal Control  Integrated Framework
 
  32




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 September 30,
    
    
    October 31,2006
    
    
    2005(As restated,see Note C)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    10,495
    
    
    $
    24,844Marketable securities
    
    
    
    
    
    
    8,200Accounts receivable, less allowance for doubtful accounts of $1,044 and $567, respectively
    
    
    108,002
    
    
    
    65,385Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    43,067
    
    
    
    35,328Inventories, net
    
    
    28,268
    
    
    
    21,529Income taxes receivable
    
    
    
    
    
    
    713Deferred income taxes
    
    
    1,270
    
    
    
    1,836Prepaid expenses and other current assets
    
    
    2,398
    
    
    
    4,461Total Current Assets
    
    
    193,500
    
    
    
    162,296Property, plant and equipment, net
    
    
    60,336
    
    
    
    55,678Goodwill
    
    
    1,084
    
    
    
    203Intangible assets, net
    
    
    32,263
    
    
    
    3,505Other assets
    
    
    5,495
    
    
    
    5,096Total Assets
    
    $
    292,678
    
    
    $
    226,778LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    8,510
    
    
    $
    2,095Income taxes payable
    
    
    733
    
    
    
    1,185Accounts payable
    
    
    46,515
    
    
    
    22,643Accrued salaries, bonuses and commissions
    
    
    13,183
    
    
    
    9,820Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    16,752
    
    
    
    15,742Accrued product warranty
    
    
    3,443
    
    
    
    1,836Other accrued expenses
    
    
    9,476
    
    
    
    5,957Total Current Liabilities
    
    
    98,612
    
    
    
    59,278Long-term debt and capital lease obligations, net of current maturities
    
    
    33,886
    
    
    
    19,436Deferred compensation
    
    
    1,735
    
    
    
    1,918Other liabilities
    
    
    1,236
    
    
    
    1,871Total Liabilities
    
    
    135,469
    
    
    
    82,503Commitments and Contingencies (Note L)Minority Interest
    
    
    278
    
    
    
    281Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,001,733 and 11,001,733
shares issued, respectively; 10,924,046 and 10,849,278 shares outstanding, respectively
    
    
    110
    
    
    
    110Additional paid-in capital
    
    
    12,776
    
    
    
    10,252Retained earnings
    
    
    144,659
    
    
    
    136,250Treasury stock, 77,687 and 152,455 shares respectively, at cost
    
    
    (525
    )
    
    
    (1,417
    )Accumulated other comprehensive income (loss)
    
    
    817
    
    
    
    (11
    )Deferred compensation
    
    
    (906
    )
    
    
    (1,190
    )Total Stockholders Equity
    
    
    156,931
    
    
    
    143,994Total Liabilities and Stockholders Equity
    
    $
    292,678
    
    
    $
    226,778
  33




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Revenues
    
    $
    374,547
    
    
    $
    256,645
    
    
    $
    206,142Cost of goods sold
    
    
    305,489
    
    
    
    213,411
    
    
    
    170,165Gross profit
    
    
    69,058
    
    
    
    43,234
    
    
    
    35,977Selling, general and administrative expenses
    
    
    55,345
    
    
    
    41,846
    
    
    
    35,357Gain on sale of land and building
    
    
    
    
    
    
    (1,052
    )
    
    
    Income before interest, income taxes and minority interest
    
    
    13,713
    
    
    
    2,440
    
    
    
    620Interest expense
    
    
    1,625
    
    
    
    721
    
    
    
    136Interest income
    
    
    (927
    )
    
    
    (1,107
    )
    
    
    (880
    )Income before income taxes and minority interest
    
    
    13,015
    
    
    
    2,826
    
    
    
    1,364Income tax provision (benefit)
    
    
    4,609
    
    
    
    932
    
    
    
    (282
    )Minority interest in net income (loss)
    
    
    (3
    )
    
    
    63
    
    
    
    (23
    )Net income
    
    $
    8,409
    
    
    $
    1,831
    
    
    $
    1,669Net earnings per common share:Basic
    
    $
    0.77
    
    
    $
    0.17
    
    
    $
    0.16Diluted
    
    $
    0.76
    
    
    $
    0.17
    
    
    $
    0.15Weighted average shares:Basic
    
    
    10,876
    
    
    
    10,779
    
    
    
    10,688Diluted
    
    
    11,089
    
    
    
    10,928
    
    
    
    10,774
  34




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(In thousands)
 Accumu-latedOtherOther
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compre-Compre -
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    hensive
    
    
    Deferredhensive
    
    
    Common Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Treasury
    
    
    Income
    
    
    Compen-Income
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Stock
    
    
    (Loss)
    
    
    sation
    
    
    TotalBalance, October 31, 2003
    
    
    
    
    
    
    10,994
    
    
    $
    110
    
    
    $
    8,961
    
    
    $
    132,750
    
    
    $
    (3,312
    )
    
    $
    (118
    )
    
    $
    (2,027
    )
    
    $
    136,364Net income
    
    $
    1,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,669Foreign currency translation
adjustments
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    17Change in value of marketable
securities, net of $85 income
taxes
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    155Amortization of deferred
compensation-ESOP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297
    
    
    
    297Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240
    
    
    
    
    
    
    
    798
    
    
    
    
    
    
    
    
    
    
    
    1,038Income tax benefit from stock
options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157Amortization of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    63Issuance of stock
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Comprehensive Income
    
    $
    1,841Balance, October 31, 2004
    
    
    
    
    
    
    11,000
    
    
    
    110
    
    
    
    9,433
    
    
    
    134,419
    
    
    
    (2,514
    )
    
    
    54
    
    
    
    (1,667
    )
    
    
    139,835Net income (As restated, see
Note C)
    
    $
    1,831
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,831
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,831Foreign currency translation
adjustments
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5Change in value of marketable
securities, net of $9 income
taxes
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )Unrealized loss on fair value
hedge
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    (44
    )Amortization of deferred
compensation-ESOP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317
    
    
    
    317Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    433
    
    
    
    
    
    
    
    1,097
    
    
    
    
    
    
    
    
    
    
    
    1,530Income tax benefit from stock
options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    354
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    354Amortization of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160
    
    
    
    160Issuance of stock
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32Comprehensive Income (As
restated, see Note C)
    
    $
    1,766Balance, October 31, 2005 (As
restated, see Note C)
    
    
    
    
    
    
    11,002
    
    
    
    110
    
    
    
    10,252
    
    
    
    136,250
    
    
    
    (1,417
    )
    
    
    (11
    )
    
    
    (1,190
    )
    
    
    143,994Net income (As restated, see
Note C)
    
    $
    8,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,409Foreign currency translation
adjustments
    
    
    784
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    784
    
    
    
    
    
    
    
    784Realized loss on fair value hedge
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    44Amortization of deferred
compensation-ESOP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311
    
    
    
    311Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297
    
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    
    
    
    
    933Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,989
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,989Income tax benefit from stock
options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    204
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    204Amortization of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    240Deferred compensation 
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (119
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    Issuance of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    (248
    )
    
    
    23Comprehensive Income (As
restated, see Note C)
    
    $
    9,237Balance, September 30, 2006 (As
restated, see Note C)
    
    
    
    
    
    
    11,002
    
    
    $
    110
    
    
    $
    12,776
    
    
    $
    144,659
    
    
    $
    (525
    )
    
    $
    817
    
    
    $
    (906
    )
    
    $
    156,931
  35




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Operating Activities:Net income
    
    $
    8,409
    
    
    $
    1,831
    
    
    $
    1,669Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation
    
    
    5,188
    
    
    
    4,623
    
    
    
    4,310Amortization
    
    
    1,310
    
    
    
    643
    
    
    
    159Amortization of unearned restricted stock
    
    
    240
    
    
    
    159
    
    
    
    64Minority interest earnings (loss)
    
    
    (3
    )
    
    
    63
    
    
    
    (23
    )Gain on disposition of assets
    
    
    (20
    )
    
    
    (935
    )
    
    
    (184
    )Loss on impairment of assets
    
    
    
    
    
    
    
    
    
    
    535Net realized gain on sale of available-for-sale securities
    
    
    
    
    
    
    (28
    )
    
    
    Stock-based compensation
    
    
    1,989
    
    
    
    
    
    
    
    Bad debt expense
    
    
    477
    
    
    
    9
    
    
    
    498Deferred income taxes
    
    
    (1,503
    )
    
    
    (207
    )
    
    
    (1,718
    )Tax benefit from exercise of stock options
    
    
    
    
    
    
    353
    
    
    
    156Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (42,278
    )
    
    
    (17,979
    )
    
    
    2,122Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (7,514
    )
    
    
    (10,998
    )
    
    
    12,353Inventories
    
    
    (6,531
    )
    
    
    (2,438
    )
    
    
    2,193Prepaid expenses and other current assets
    
    
    2,212
    
    
    
    (243
    )
    
    
    (728
    )Other assets
    
    
    1,093
    
    
    
    (137
    )
    
    
    72Accounts payable and income taxes payable
    
    
    23,064
    
    
    
    2,261
    
    
    
    (860
    )Accrued liabilities
    
    
    8,369
    
    
    
    2,173
    
    
    
    1,663Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    898
    
    
    
    (877
    )
    
    
    1,958Deferred compensation
    
    
    152
    
    
    
    506
    
    
    
    491Other liabilities
    
    
    (207
    )
    
    
    32
    
    
    
    178Net cash provided by (used in) operating activities
    
    
    (4,655
    )
    
    
    (21,189
    )
    
    
    24,908Investing Activities:Proceeds from sale of fixed assets
    
    
    817
    
    
    
    879
    
    
    
    1,766Proceeds from maturities and sales of available-for-sale securities
    
    
    
    
    
    
    3,817
    
    
    
    2,773Purchases of property, plant and equipment
    
    
    (8,435
    )
    
    
    (6,108
    )
    
    
    (6,472
    )Purchase of additional interest in consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    (66
    )Proceeds from sale of short-term auction rate securities
    
    
    8,200
    
    
    
    48,569
    
    
    
    31,225Purchases of short-term auction rate securities
    
    
    
    
    
    
    (6,350
    )
    
    
    (56,585
    )Purchases of marketable securities
    
    
    
    
    
    
    
    
    
    
    (1,018
    )S&I acquisition
    
    
    
    
    
    
    (19,167
    )
    
    
    Louisiana acquisition
    
    
    (1,524
    )
    
    
    
    
    
    
    Power/Vac acquisition
    
    
    (9,745
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (10,687
    )
    
    
    21,640
    
    
    
    (28,377
    )Financing Activities:Borrowings on US revolving line of credit
    
    
    7,746
    
    
    
    9,579
    
    
    
    516Payments on US revolving line of credit
    
    
    (4,746
    )
    
    
    (9,579
    )
    
    
    (516
    )Borrowings on UK revolving line of credit
    
    
    
    
    
    
    4,260
    
    
    
    Payments on UK revolving line of credit
    
    
    (2,037
    )
    
    
    
    
    
    
    Borrowings on UK term loan
    
    
    
    
    
    
    10,598
    
    
    
    Payments on UK term loan
    
    
    (1,669
    )
    
    
    
    
    
    
    Payments on capital lease obligations
    
    
    (82
    )
    
    
    (474
    )
    
    
    (458
    )Proceeds from short-term financing
    
    
    944
    
    
    
    
    
    
    
    Payments on short-term financing
    
    
    (320
    )
    
    
    
    
    
    
    Debt issuance costs
    
    
    (75
    )
    
    
    (501
    )
    
    
    Proceeds from exercise of stock options
    
    
    778
    
    
    
    1,530
    
    
    
    1,038Tax benefit from exercise of stock options
    
    
    204
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    743
    
    
    
    15,413
    
    
    
    580Net increase (decrease) in cash and cash equivalents
    
    
    (14,599
    )
    
    
    15,864
    
    
    
    (2,889
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    250
    
    
    
    6
    
    
    
    Cash and cash equivalents at beginning of year
    
    
    24,844
    
    
    
    8,974
    
    
    
    11,863Cash and cash equivalents at end of year
    
    $
    10,495
    
    
    $
    24,844
    
    
    $
    8,974
  36




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 A. Business and Organization
    ® ®
   B. Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  37




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##### Table of Contents



Cash and Cash Equivalents
  Supplemental Disclosures of Cash Flow Information (in thousands):
 11 MonthsEndedSeptember 30,
    
    Years Ended October 31,2006
    
    2005
    
    2004Cash paid (received) during the period for:Interest
    
    $
    2,113
    
    
    $
    567
    
    
    $
    134Income taxes
    
    
    4,395
    
    
    
    (267
    )
    
    
    1,930Non-cash investing and financing activities:Change in fair value of marketable securities,
net of $0, $9 and $85 income taxes,
respectively
    
    
    
    
    
    
    26
    
    
    
    207Assets acquired under capital lease obligations
    
    
    
    
    
    
    
    
    
    
    200Accrued property, plant and equipment additions
    
    
    
    
    
    
    156
    
    
    
    Note receivable from sale of property
    
    
    
    
    
    
    1,350
    
    
    
    Deferred acquisition payable
    
    
    20,273
    
    
    
    
    
    
    
    
 Marketable Securities
  Fair Value of Financial Instruments
   Accounts Receivable and Market Risk
  38




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##### Table of Contents



Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts
    Inventories
  Property, Plant and Equipment
  Impairment of Long-Lived Assets
  Intangible Assets
 Goodwill and Other Intangible Assets.
 Income Taxes
  39




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##### Table of Contents



Revenue Recognition
 Accounting for Performance of Construction-Type and Certain Production-Type
Contracts
  Revenue Recognition,
Revised and Updated.
 Warranties
  Research and Development Expense
  Foreign Currency Translation
 Foreign Currency Translation.
 40




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##### Table of Contents



Stock-Based Compensation
 Share-Based Payment Accounting for Stock-Based Compensation,
     Years Ended October 31,2005
    
    
    2004(As restated,see Note C)Net income as reported
    
    $
    1,831
    
    
    $
    1,669Less: Stock option compensation expense, net of taxes
    
    
    (792
    )
    
    
    (802
    )Net income, pro forma
    
    $
    1,039
    
    
    $
    867Basic earnings per share:As reported
    
    $
    0.17
    
    
    $
    0.16Pro forma
    
    $
    0.10
    
    
    $
    0.08Diluted earnings per share:As reported
    
    $
    0.17
    
    
    $
    0.15Pro forma
    
    $
    0.10
    
    
    $
    0.08
 Hedging Activities
 Accounting for Derivative Instruments and Hedging Activities,
 41




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##### Table of Contents



Accumulated Other Comprehensive Income (Loss)
   October 31,2005Unrealized holding gains arising during period
    
    $
    2Less: Reclassification adjustment for gains included in net income
    
    
    (28
    )Net unrealized gains on marketable securities
    
    $
    (26
    )
 New Accounting Standards
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
 Considering the Effects of Prior Year Misstatements when Quantifying Current Year
Misstatements
 Fair Value Measurements,
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Benefits, an Amendment of FASB Statements No. 87, 88, 106 and
123R.
 42




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##### Table of Contents



C. Accounting Restatement
   September 30, 2006
    
    

October 31, 2005Inventories:As previously reported
    
    $
    28,940
    
    
    $
    21,616Adjustments
    
    
    (672
    )
    
    
    (87
    )As restated
    
    $
    28,268
    
    
    $
    21,529Income taxes receivable:As previously reported
    
    $
    44
    
    
    $
    507Adjustments
    
    
    (44
    )
    
    
    206As restated
    
    $
    
    
    
    $
    713Deferred income taxes:As previously reported
    
    $
    
    
    
    $
    1,836Reclassification
    
    
    1,270
    
    
    
    As restated
    
    $
    1,270
    
    
    $
    1,836Income taxes payable:As previously reported
    
    $
    156
    
    
    $
    1,185Adjustments
    
    
    577
    
    
    
    As restated
    
    $
    733
    
    
    $
    1,185Accounts payable:As previously reported
    
    $
    44,377
    
    
    $
    22,104Adjustments
    
    
    2,138
    
    
    
    539As restated
    
    $
    46,515
    
    
    $
    22,643Other accrued expenses:As previously reported
    
    $
    9,806
    
    
    $
    5,957Adjustments
    
    
    (330
    )
    
    
    As restated
    
    $
    9,476
    
    
    $
    5,957Retained earnings:As previously reported
    
    $
    146,490
    
    
    $
    136,670Adjustments
    
    
    (1,831
    )
    
    
    (420
    )As restated
    
    $
    144,659
    
    
    $
    136,250
 43




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##### Table of Contents



11 Months
    
    
    YearEnded
    
    
    EndedSeptember 30, 2006
    
    
    October 31, 2005Cost of goods sold:As previously reported
    
    $
    303,304
    
    
    $
    212,785Adjustments
    
    
    2,185
    
    
    
    626As restated
    
    $
    305,489
    
    
    $
    213,411Gross profit:As previously reported
    
    $
    71,243
    
    
    
    43,860Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    69,058
    
    
    $
    43,234Income before interest, income taxes and minority interest:As previously reported
    
    $
    15,898
    
    
    
    3,066Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    13,713
    
    
    $
    2,440Income before income taxes and minority interest:As previously reported
    
    $
    15,200
    
    
    
    3,452Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )As restated
    
    $
    13,015
    
    
    $
    2,826Net income:As previously reported
    
    $
    9,820
    
    
    
    2,251Adjustments to cost of goods sold
    
    
    (2,185
    )
    
    
    (626
    )Income tax benefit
    
    
    774
    
    
    
    206As restated
    
    $
    8,409
    
    
    $
    1,831Net earnings per common share:Basic:As previously reported
    
    $
    0.90
    
    
    
    0.21Adjustments
    
    
    (0.13
    )
    
    
    (0.04
    )As restated
    
    $
    0.77
    
    
    $
    0.17Diluted:As previously reported
    
    $
    0.89
    
    
    
    0.21Adjustments
    
    
    (0.13
    )
    
    
    (0.04
    )As restated
    
    $
    0.76
    
    
    $
    0.17
  44




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##### Table of Contents



D. Stock-Based Compensation
      RemainingWeightedWeighted
    
    Average
    
    AggregateAverage
    
    Contractual
    
    IntrinsicStock
    
    Exercise
    
    Term
    
    ValueOptions
    
    Price
    
    (years)
    
    (in thousands)Outstanding at October 31, 2003
    
    
    986,763
    
    
    $
    15.06Granted
    
    
    27,000
    
    
    
    16.38Exercised
    
    
    (82,986
    )
    
    
    12.47Forfeited
    
    
    (103,384
    )
    
    
    15.91Outstanding at October 31, 2004
    
    
    827,393
    
    
    
    15.26Granted
    
    
    275,000
    
    
    
    18.42Exercised
    
    
    (116,503
    )
    
    
    13.28Forfeited
    
    
    (77,200
    )
    
    
    16.50Outstanding at October 31, 2005
    
    
    908,690
    
    
    
    16.37Granted
    
    
    
    
    
    
    Exercised
    
    
    (66,400
    )
    
    
    14.05Forfeited
    
    
    (109,520
    )
    
    
    11.06Outstanding at September 30, 2006
    
    
    732,770
    
    
    
    17.37
    
    
    
    4.44
    
    
    $
    3,207Exercisable at September 30, 2006
    
    
    540,290
    
    
    
    17.32
    
    
    
    3.97
    
    
    $
    2,373
 45




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##### Table of Contents



Outstanding
    
    ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Average
    
    Number
    
    AverageRange of
    
    Outstanding at
    
    Remaining
    
    Exercise
    
    Exercisable at
    
    ExerciseExercise Prices
    
    09/30/06
    
    Contractual Life
    
    Price
    
    09/30/06
    
    Price$     8.44 - $8.50
    
    
    2,000
    
    
    
    1.4
    
    
    $
    8.44
    
    
    
    2,000
    
    
    $
    8.4413.06 - 15.10
    
    
    212,883
    
    
    
    4.4
    
    
    
    15.09
    
    
    
    161,403
    
    
    
    15.0916.30 - 18.44
    
    
    493,887
    
    
    
    4.5
    
    
    
    18.07
    
    
    
    354,887
    
    
    
    17.9823.48 - 27.10
    
    
    24,000
    
    
    
    3.1
    
    
    
    23.91
    
    
    
    22,000
    
    
    
    23.92Total Options
    
    
    732,770
    
    
    
    4.4
    
    
    
    17.37
    
    
    
    540,290
    
    
    
    17.32
  E. Acquisitions
 General Electric Companys Medium Voltage Switchgear and Circuit Breakers
(Power/Vac ® )
  ®
    EstimatedAmount
    
    
    LifeSupply agreement
    
    $
    17,570
    
    
    15
    yearsUnpatented technology
    
    
    5,300
    
    
    6
    yearsNon-compete agreement
    
    
    4,010
    
    
    5
    yearsTrademark
    
    
    2,650
    
    
    15
    yearsEquipment, tools and dies
    
    
    400
    
    
    
    5 to 7
    yearsGoodwill (tax deductible)
    
    
    88
    
    
    
    Total purchase price
    
    $
    30,018
  46




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##### Table of Contents



Switchgear & Instrumentation Limited (S&I)
   EstimatedAmount
    
    
    LifeAccounts receivable
    
    $
    4,730
    
    
    N/ACosts and estimated earnings in excess of billings
    
    
    4,492
    
    
    N/AInventories
    
    
    3,745
    
    
    N/APrepaid expenses and other current assets
    
    
    379
    
    
    N/AProperty, plant and equipment
    
    
    9,542
    
    
    3 to 25 yearsUnpatented technology
    
    
    2,175
    
    
    7 yearsTradenames
    
    
    1,025
    
    
    10 yearsBacklog
    
    
    646
    
    
    6 monthsAccounts payable
    
    
    (5,793
    )
    
    N/ABillings in excess of costs and estimated earnings
    
    
    (1,440
    )
    
    N/AOther accrued expenses
    
    
    (334
    )
    
    N/ATotal purchase price
    
    $
    19,167
  Pro Forma Results for Power/Vac ® and S&I Acquisitions
 ®
 11 MonthsEndedSeptember 30,
    
    Years Ended October 31,2006
    
    2005
    
    2004(As restated,
    
    (As restated,see Note C)
    
    see Note C)Revenues
    
    $
    444,381
    
    
    $
    372,572
    
    
    $
    287,143Net income
    
    $
    10,309
    
    
    $
    1,350
    
    
    $
    4,133Net earnings per common share:Basic
    
    $
    0.95
    
    
    $
    0.13
    
    
    $
    0.39Diluted
    
    $
    0.93
    
    
    $
    0.12
    
    
    $
    0.38
 ®
 47




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##### Table of Contents



Power/Vac ® 2006 and
2005
 1)
    
    Impact of additional interest expense related to borrowings under the existing Powell
credit agreement to fund the $32.0 million purchase price;2)
    
    Impact of the amortization expense related to intangible assets;3)
    
    Impact of depreciation expense related to equipment;4)
    
    Impact of additional sales commissions required to be paid under the agreement; and5)
    
    Allocation of an income tax provision.
 S&I 2005 and 2004
 1)
    
    Impact of additional interest expense related to the portion of the purchase price
financed with the UK Term Loan and lower interest income as a result of the sale of
available-for-sale securities used to fund the remainder of the purchase price;2)
    
    Elimination of the operating results of certain businesses of S&I which were not
acquired;3)
    
    Elimination of lease expense and recording of additional depreciation expense related to
assets which were previously leased from S&Is previous parent;4)
    
    Impact of amortization expense related to intangible assets; and5)
    
    Adjustment to the income tax provision to reflect the statutory rate in the United
Kingdom.
  Accounting for Performance of Construction-Type and Certain Production-Type
Contracts.
 Louisiana Acquisition
  48




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##### Table of Contents



F. Earnings Per Share
  11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Numerator:Net income
    
    $
    8,409
    
    
    $
    1,831
    
    
    $
    1,669Denominator:Denominator for basic earnings per share-weighted average shares
    
    
    10,876
    
    
    
    10,779
    
    
    
    10,688Dilutive effect of stock options and restricted stock
    
    
    213
    
    
    
    149
    
    
    
    86Denominator for diluted earnings per share-adjusted weighted
average shares with assumed conversions
    
    
    11,089
    
    
    
    10,928
    
    
    
    10,774Net earnings per share:Basic
    
    $
    0.77
    
    
    $
    0.17
    
    
    $
    0.16Diluted
    
    $
    0.76
    
    
    $
    0.17
    
    
    $
    0.15
  G. Detail of Selected Balance Sheet Accounts
 Allowance for Doubtful Accounts
  September 30,
    
    
    October 31,2006
    
    
    2005Balance at beginning of period
    
    $
    567
    
    
    $
    617Adjustments to the allowance
    
    
    468
    
    
    
    9Deductions for uncollectible accounts written off, net of recoveries
    
    
    6
    
    
    
    (59
    )Increase due to foreign currency translation
    
    
    3
    
    
    
    Balance at end of period
    
    $
    1,044
    
    
    $
    567
 Warranty Accrual
  September 30,
    
    
    October 31,2006
    
    
    2005Balance at beginning of period
    
    $
    1,836
    
    
    $
    1,545Adjustments to the accrual
    
    
    3,787
    
    
    
    1,787Deductions for warranty charges
    
    
    (2,223
    )
    
    
    (1,496
    )Increase due to foreign currency translation
    
    
    43
    
    
    
    Balance at end of period
    
    $
    3,443
    
    
    $
    1,836
 Inventories
  September 30,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Raw materials, parts and subassemblies
    
    $
    18,772
    
    
    $
    12,794Work-in-progress
    
    
    9,496
    
    
    
    8,735Total inventories
    
    $
    28,268
    
    
    $
    21,529
 49




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##### Table of Contents



Cost and Estimated Earnings on Uncompleted Contracts
  September 30,
    
    
    October 31,2006
    
    
    2005Costs incurred on uncompleted contracts
    
    $
    300,247
    
    
    $
    293,741Estimated earnings
    
    
    64,964
    
    
    
    55,360365,211
    
    
    
    349,101Less: Billings to date
    
    
    338,896
    
    
    
    329,515$
    26,315
    
    
    $
    19,586Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    43,067
    
    
    $
    35,328Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (16,752
    )
    
    
    (15,742
    )$
    26,315
    
    
    $
    19,586
 Property, Plant and Equipment
  September 30,
    
    
    October 31,
    
    
    Range of2006
    
    
    2005
    
    
    Asset LivesLand
    
    $
    7,716
    
    
    $
    7,559
    
    
    
    Buildings and improvements
    
    
    43,383
    
    
    
    43,189
    
    
    3-39 YearsMachinery and equipment
    
    
    36,996
    
    
    
    34,946
    
    
    3-15 YearsFurniture and fixtures
    
    
    2,385
    
    
    
    2,135
    
    
    3-10 YearsConstruction in process
    
    
    9,672
    
    
    
    2,980
    
    
    
    100,152
    
    
    
    90,809Less: Accumulated depreciation
    
    
    (39,816
    )
    
    
    (35,131
    )Total property, plant and equipment, net
    
    $
    60,336
    
    
    $
    55,678
  H. Employee Benefit Plans
 4 01(k) Plan
  Employee Stock Ownership Plan
  50




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##### Table of Contents



Retiree Medical Plan
    11 MonthsEnded
    
    
    Years EndedSeptember 30,
    
    
    October 31,2006
    
    
    2005
    
    
    2004Components of net periodic postretirement benefit expense:Service cost
    
    $
    42
    
    
    $
    75
    
    
    $
    75Interest cost
    
    
    39
    
    
    
    69
    
    
    
    73Prior service cost
    
    
    97
    
    
    
    106
    
    
    
    108Net gain recognized
    
    
    (75
    )
    
    
    (33
    )
    
    
    (26
    )Net periodic postretirement benefit expense
    
    $
    103
    
    
    $
    217
    
    
    $
    230Funded Status:Retirees
    
    $
    26
    
    
    $
    88
    
    
    $
    94Fully eligible active participants
    
    
    285
    
    
    
    277
    
    
    
    507Other actual participants
    
    
    521
    
    
    
    447
    
    
    
    754Accumulated postretirement benefit obligation
    
    
    832
    
    
    
    812
    
    
    
    1,355Less unrecognized balances:Prior service cost
    
    
    619
    
    
    
    716
    
    
    
    822Net actuarial gain
    
    
    (933
    )
    
    
    (977
    )
    
    
    (544
    )Net amount recognized
    
    $
    1,146
    
    
    $
    1,073
    
    
    $
    1,077Changes in accumulated postretirement benefit obligation:Balance at beginning of year
    
    $
    812
    
    
    $
    1,355
    
    
    $
    1,723Service cost
    
    
    42
    
    
    
    75
    
    
    
    75Interest cost
    
    
    39
    
    
    
    69
    
    
    
    73Actuarial gain
    
    
    (30
    )
    
    
    (661
    )
    
    
    (316
    )Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (150
    )Benefits paid
    
    
    (31
    )
    
    
    (26
    )
    
    
    (50
    )Balance at end of year
    
    $
    832
    
    
    $
    812
    
    
    $
    1,355Fair value of plan assets
    
    $
    
    
    
    $
    
    
    
    $
    Weighted average assumptions:Discount rate
    
    
    5.7
    %
    
    
    5.5
    %
    
    
    5.8
    %
  51




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##### Table of Contents



ExpectedBenefitYear Ending September 30,
    
    Payments2007
    
    $
    442008
    
    
    572009
    
    
    672010
    
    
    832011
    
    
    942012 through 2016
    
    
    467
 Employers Accounting for Postretirement
Benefits Other Than Pensions,
 I. Long-Term Debt
  September 30,
    
    
    October 31,2006
    
    
    2005US Revolver
    
    $
    3,000
    
    
    $
    UK Revolver
    
    
    2,434
    
    
    
    4,259UK Term Loan
    
    
    9,550
    
    
    
    10,646Deferred acquisition payable
    
    
    20,273
    
    
    
    Industrial development revenue bonds
    
    
    6,400
    
    
    
    6,400Capital lease obligations
    
    
    115
    
    
    
    168Other borrowings
    
    
    624
    
    
    
    58Subtotal long-term debt and capital lease obligations
    
    
    42,396
    
    
    
    21,531Less current portion
    
    
    (8,510
    )
    
    
    (2,095
    )Total long-term debt and capital lease obligations
    
    $
    33,886
    
    
    $
    19,436
  Long-TermDebt
    
    
    CapitalYear Ending September 30,
    
    Maturities
    
    
    Leases
    
    
    Total2007
    
    $
    8,460
    
    
    $
    50
    
    
    $
    8,5102008
    
    
    8,210
    
    
    
    52
    
    
    
    8,2622009
    
    
    7,867
    
    
    
    13
    
    
    
    7,8802010
    
    
    9,948
    
    
    
    
    
    
    
    9,9482011
    
    
    3,396
    
    
    
    
    
    
    
    3,396Thereafter
    
    
    4,400
    
    
    
    
    
    
    
    4,400Total long-term debt maturities
    
    $
    42,281
    
    
    $
    115
    
    
    $
    42,396
 US and UK Revolvers
 ®
  52




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UK Term Loan
  Deferred Acquisition Payable
 ®
 Tax Exempt Industrial Development Revenue Bonds
   Capital Leases and Other
  53




---



##### Table of Contents



J. Income Taxes
  September 30,
    
    
    October 31,2006
    
    
    2005(As restated,See Note C)Current deferred income taxes:Gross assets
    
    $
    4,044
    
    
    $
    3,931Gross liabilities
    
    
    (2,774
    )
    
    
    (2,095
    )Net current deferred income tax asset
    
    
    1,270
    
    
    
    1,836Noncurrent deferred income taxes:Gross assets
    
    
    3,026
    
    
    
    2,240Gross liabilities
    
    
    (1,388
    )
    
    
    (2,670
    )Net noncurrent deferred income tax asset (liability)
    
    
    1,638
    
    
    
    (430
    )Net deferred income tax asset
    
    $
    2,908
    
    
    $
    1,406
   September 30,
    
    
    October 31,2006
    
    
    2005(As restated,See Note C)Allowance for doubtful accounts
    
    $
    234
    
    
    $
    217Stock-based compensation
    
    
    507
    
    
    
    Reserve for accrued employee benefits
    
    
    1,429
    
    
    
    1,388Warranty reserves
    
    
    888
    
    
    
    608Uncompleted long-term contracts
    
    
    (2,774
    )
    
    
    (1,851
    )Depreciation and amortization
    
    
    113
    
    
    
    (1,574
    )Deferred compensation
    
    
    623
    
    
    
    781Postretirement benefits liability
    
    
    449
    
    
    
    473Accrued legal
    
    
    165
    
    
    
    382Uniform capitalization and inventory
    
    
    1,269
    
    
    
    1,389Software development costs
    
    
    (472
    )
    
    
    (535
    )Other
    
    
    477
    
    
    
    128Net deferred income tax asset
    
    $
    2,908
    
    
    $
    1,406
  11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Current:Federal
    
    $
    4,294
    
    
    $
    308
    
    
    $
    1,318State
    
    
    583
    
    
    
    35
    
    
    
    186Foreign
    
    
    1,235
    
    
    
    713
    
    
    
    Deferred
    
    
    (1,503
    )
    
    
    (124
    )
    
    
    (1,786
    )Total income tax provision (benefit)
    
    $
    4,609
    
    
    $
    932
    
    
    $
    (282
    )
 54




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##### Table of Contents



11 MonthsEndedSeptember 30,
    
    
    Years Ended October 31,2006
    
    
    2005
    
    
    2004Statutory rate
    
    
    35
    %
    
    
    34
    %
    
    
    34
    %Revised state tax exposure
    
    
    
    
    
    
    1
    
    
    
    (15
    )State income taxes, net of federal benefit
    
    
    3
    
    
    
    3
    
    
    
    5Release of capital loss valuation allowance
    
    
    
    
    
    
    
    
    
    
    (20
    )Federal extraterritorial income exclusion
    
    
    (1
    )
    
    
    (12
    )
    
    
    (27
    )Non-taxable interest income
    
    
    (1
    )
    
    
    (7
    )
    
    
    (8
    )Other permanent tax items
    
    
    
    
    
    
    15
    
    
    
    8Foreign rate differential
    
    
    (1
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    (1
    )
    
    
    2Effective rate
    
    
    35
    %
    
    
    33
    %
    
    
    (21
    )%
  a)
    
    A $0.4 million benefit was recorded for the years ended 2005 and 2004 primarily for the
benefit of revised extraterritorial income exclusion amounts. This benefit was derived by
calculating the extraterritorial income exclusion amount on a transaction by transaction
basis in 2005 and 2004, as opposed to an aggregate basis as originally estimated;b)
    
    A $0.3 million valuation allowance related to capital losses that were released in 2004.
We entered into an agreement in 2005 to sell a capital asset that will trigger enough
capital gain to utilize the capital loss carry forward;c)
    
    We reduced our income tax provision by $0.2 million in 2004 due to acceptance by certain
state taxing authorities of voluntary disclosure agreements; andd)
    
    We increased our income tax provision by $0.3 million in 2005 related to certain
adjustments from audits of our prior year federal tax returns.
  K. Goodwill and Other Intangible Assets
 Goodwill and Other
Intangible Assets.
  55




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##### Table of Contents



September 30, 2006
    
    October 31, 2005Historical
    
    Accumulated
    
    Historical
    
    AccumulatedCost
    
    Amortization
    
    Cost
    
    AmortizationGoodwill not subject to amortization
    
    $
    1,265
    
    
    $
    181
    
    
    $
    384
    
    
    $
    181Intangible assets subject to amortization:Supply agreement  Power/Vac®
    
    
    17,570
    
    
    
    195
    
    
    
    
    
    
    
    Non-compete agreements
    
    
    4,170
    
    
    
    142
    
    
    
    
    
    
    
    Patents and Trademarks
    
    
    830
    
    
    
    665
    
    
    
    830
    
    
    
    613Tradenames and unpatented technology
    
    
    12,113
    
    
    
    1,418
    
    
    
    3,212
    
    
    
    139Backlog  S&I
    
    
    654
    
    
    
    654
    
    
    
    654
    
    
    
    439Deferred loan costs
    
    
    809
    
    
    
    269
    
    
    
    734
    
    
    
    102
  Years Ending September 30,
    
    Total2007
    
    $
    3,7962008
    
    
    3,7542009
    
    
    3,6292010
    
    
    3,5992011
    
    
    3,401
 L. Commitments and Contingencies
 Long-Term Debt
  Leases
  OperatingYears Ending September 30,
    
    Leases2007
    
    $
    2,2292008
    
    
    1,2112009
    
    
    8612010
    
    
    5602011
    
    
    491Thereafter
    
    
    762Total lease commitments
    
    $
    6,114
  Letters of Credit and Bonds
  56




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##### Table of Contents



Litigation
  Other Contingencies
   M. Business Segments
  ® ®
    57




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##### Table of Contents



11 MonthsEnded
    
    
    Years EndedSeptember 30,
    
    
    October 31,2006
    
    
    2005
    
    
    2004(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Revenues:Electrical Power Products
    
    $
    347,928
    
    
    $
    220,123
    
    
    $
    173,456Process Control Systems
    
    
    26,619
    
    
    
    36,522
    
    
    
    32,686Total
    
    $
    374,547
    
    
    $
    256,645
    
    
    $
    206,142Gross profit:Electrical Power Products
    
    $
    61,493
    
    
    $
    32,735
    
    
    $
    29,122Process Control Systems
    
    
    7,565
    
    
    
    10,499
    
    
    
    6,855Total
    
    $
    69,058
    
    
    $
    43,234
    
    
    $
    35,977Income (loss) before income taxes and minority interest:Electrical Power Products
    
    $
    11,273
    
    
    $
    (1,064
    )
    
    $
    (87
    )Process Control Systems
    
    
    1,742
    
    
    
    3,890
    
    
    
    1,451Total
    
    $
    13,015
    
    
    $
    2,826
    
    
    $
    1,364
 September 30,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note C)
    
    
    see Note C)Identifiable tangible assets:Electrical Power Products
    
    $
    238,125
    
    
    $
    172,457Process Control Systems
    
    
    8,813
    
    
    
    10,762Corporate
    
    
    11,853
    
    
    
    39,219Total
    
    $
    258,791
    
    
    $
    222,438
  Geographic Information
  11 MonthsEnded
    
    
    Years EndedSeptember 30,
    
    
    October 31,2006
    
    
    2005
    
    
    2004Europe (including former Soviet Union)
    
    $
    24,788
    
    
    $
    6,346
    
    
    $
    402Far East
    
    
    32,722
    
    
    
    18,729
    
    
    
    5,550Middle East and Africa
    
    
    29,278
    
    
    
    10,103
    
    
    
    12,384North, Central and South America (excluding U.S.)
    
    
    24,676
    
    
    
    29,762
    
    
    
    10,675United States
    
    
    263,083
    
    
    
    191,705
    
    
    
    177,131Total revenues
    
    $
    374,547
    
    
    $
    256,645
    
    
    $
    206,142
  September 30,
    
    
    October 31,2006
    
    
    2005Long-lived assets:United States
    
    $
    50,994
    
    
    $
    46,695United Kingdom
    
    
    9,290
    
    
    
    8,950Other
    
    
    52
    
    
    
    33Total
    
    $
    60,336
    
    
    $
    55,678
  58




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##### Table of Contents



N. Quarterly Results of Operations (Unaudited)
  2006 QuartersFirst
    
    
    Second
    
    
    Third
    
    
    Fourth (A)
    
    
    2006 (A)Revenues
    
    $
    83,813
    
    
    $
    98,431
    
    
    $
    104,021
    
    
    $
    88,282
    
    
    $
    374,547Gross profitAs previously reported
    
    $
    14,777
    
    
    $
    20,743
    
    
    $
    19,093
    
    
    $
    16,630
    
    
    $
    71,243Adjustments
    
    
    (404
    )
    
    
    (532
    )
    
    
    (321
    )
    
    
    (928
    )
    
    
    (2,185
    )As restated
    
    $
    14,373
    
    
    $
    20,211
    
    
    $
    18,772
    
    
    $
    15,702
    
    
    $
    69,058Net incomeAs previously reported
    
    $
    1,093
    
    
    $
    4,145
    
    
    $
    1,757
    
    
    $
    2,825
    
    
    $
    9,820Adjustments
    
    
    (261
    )
    
    
    (344
    )
    
    
    (207
    )
    
    
    (599
    )
    
    
    (1,411
    )As restated
    
    $
    832
    
    
    $
    3,801
    
    
    $
    1,550
    
    
    $
    2,226
    
    
    $
    8,409Basic earnings per shareAs previously reported
    
    $
    0.10
    
    
    $
    0.38
    
    
    $
    0.16
    
    
    $
    0.26
    
    
    $
    0.90Adjustments
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.02
    )
    
    
    (0.06
    )
    
    
    (0.13
    )As restated
    
    $
    0.08
    
    
    $
    0.35
    
    
    $
    0.14
    
    
    $
    0.20
    
    
    $
    0.77Diluted earnings per shareAs previously reported
    
    $
    0.10
    
    
    $
    0.37
    
    
    $
    0.16
    
    
    $
    0.25
    
    
    $
    0.89Adjustments
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.02
    )
    
    
    (0.05
    )
    
    
    (0.13
    )As restated
    
    $
    0.08
    
    
    $
    0.34
    
    
    $
    0.14
    
    
    $
    0.20
    
    
    $
    0.76
 2005 QuartersFirst
    
    
    Second
    
    
    Third
    
    
    Fourth (B)
    
    
    2005Revenues
    
    $
    47,689
    
    
    $
    58,914
    
    
    $
    66,915
    
    
    $
    83,127
    
    
    $
    256,645Gross profitAs previously reported
    
    $
    6,959
    
    
    $
    8,442
    
    
    $
    12,561
    
    
    $
    15,898
    
    
    $
    43,860Adjustments
    
    
    
    
    
    
    
    
    
    
    (305
    )
    
    $
    (321
    )
    
    
    (626
    )As restated
    
    $
    6,959
    
    
    $
    8,442
    
    
    $
    12,256
    
    
    $
    15,577
    
    
    $
    43,234Net income (loss)As previously reported
    
    $
    (1,426
    )
    
    $
    (295
    )
    
    $
    2,132
    
    
    $
    1,840
    
    
    $
    2,251Adjustments
    
    
    
    
    
    
    
    
    
    
    (204
    )
    
    $
    (215
    )
    
    
    (420
    )As restated
    
    $
    (1,426
    )
    
    $
    (295
    )
    
    $
    1,928
    
    
    $
    1,625
    
    
    $
    1,831Basic earnings (loss) per shareAs previously reported
    
    $
    (0.13
    )
    
    $
    (0.03
    )
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.21Adjustments
    
    
    
    
    
    
    
    
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.04
    )As restated
    
    $
    (0.13
    )
    
    $
    (0.03
    )
    
    $
    0.18
    
    
    $
    0.15
    
    
    $
    0.17Diluted earnings (loss) per shareAs previously reported
    
    $
    (0.13
    )
    
    $
    (0.03
    )
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.21Adjustments
    
    
    
    
    
    
    
    
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.04
    )As restated
    
    $
    (0.13
    )
    
    $
    (0.03
    )
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.17
 
 (A)
    
    The fourth quarter of 2006 includes two months of data and 2006 fiscal year includes 11 months of
data, as we changed our fiscal year end from October 31 to September 30 effective September 30,
2006.(B)
    
    Net income includes a gain of approximately $1.1 million (pre-tax) related to the sale of a facility.  59




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UnauditedThree Months
    
    
    Nine MonthsEnded
    
    
    EndedJuly 31, 2006
    
    
    July 31, 2006Cost of goods sold:As previously reported
    
    $
    84,928
    
    
    $
    231,652Adjustments to cost of goods sold
    
    
    321
    
    
    
    1,257As restated
    
    $
    85,249
    
    
    $
    232,909Gross profit:As previously reported
    
    $
    19,093
    
    
    $
    54,613Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    18,772
    
    
    $
    53,356Income before interest, income taxes and minority interest:As previously reported
    
    $
    3,388
    
    
    $
    12,073Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    3,067
    
    
    $
    10,816Income before income taxes and minority interest:As previously reported
    
    $
    3,109
    
    
    $
    11,672Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )As restated
    
    $
    2,788
    
    
    $
    10,415Net income:As previously reported
    
    $
    1,757
    
    
    $
    6,995Adjustments to cost of goods sold
    
    
    (321
    )
    
    
    (1,257
    )Income tax benefit
    
    
    114
    
    
    
    445As restated
    
    $
    1,550
    
    
    $
    6,183Net earnings per common share:Basic:As previously reported
    
    $
    0.16
    
    
    $
    0.64Adjustments
    
    
    (0.02
    )
    
    
    (0.07
    )As restated
    
    $
    0.14
    
    
    $
    0.57Diluted:As previously reported
    
    $
    0.16
    
    
    $
    0.63Adjustments
    
    
    (0.02
    )
    
    
    (0.07
    )As restated
    
    $
    0.14
    
    
    $
    0.56
 60




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##### Table of Contents



UnauditedThree Months
    
    
    Six MonthsEnded
    
    
    EndedApril 30, 2006
    
    
    April 30, 2006Cost of goods sold:As previously reported
    
    $
    77,688
    
    
    $
    146,724Adjustments
    
    
    532
    
    
    
    936As restated
    
    $
    78,220
    
    
    $
    147,660Gross profit:As previously reported
    
    $
    20,743
    
    
    $
    35,520Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    20,211
    
    
    $
    34,584Income before interest, income taxes and minority interest:As previously reported
    
    $
    6,892
    
    
    $
    8,685Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    6,360
    
    
    $
    7,749Income before income taxes and minority interest:As previously reported
    
    $
    6,803
    
    
    $
    8,563Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )As restated
    
    $
    6,271
    
    
    $
    7,627Net income:As previously reported
    
    $
    4,145
    
    
    $
    5,238Adjustments to cost of goods sold
    
    
    (532
    )
    
    
    (936
    )Income tax benefit
    
    
    188
    
    
    
    331As restated
    
    $
    3,801
    
    
    $
    4,633Net earnings per common share:Basic:As previously reported
    
    $
    0.38
    
    
    $
    0.48Adjustments
    
    
    (0.03
    )
    
    
    (0.05
    )As restated
    
    $
    0.35
    
    
    $
    0.43Diluted:As previously reported
    
    $
    0.37
    
    
    $
    0.47Adjustments
    
    
    (0.03
    )
    
    
    (0.05
    )As restated
    
    $
    0.34
    
    
    $
    0.42
 61




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UnauditedThree MonthsEndedJanuary 31, 2006Cost of goods sold:As previously reported
    
    $
    69,036Adjustments to cost of goods sold
    
    
    404As restated
    
    $
    69,440Gross profit:As previously reported
    
    $
    14,777Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    14,373Income before interest, income taxes and minority interest:As previously reported
    
    $
    1,793Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    1,389Income before income taxes and minority interest:As previously reported
    
    $
    1,760Adjustments to cost of goods sold
    
    
    (404
    )As restated
    
    $
    1,356Net income:As previously reported
    
    $
    1,093Adjustments to cost of goods sold
    
    
    (404
    )Income tax benefit
    
    
    143As restated
    
    $
    832Net earnings per common share:Basic:As previously reported
    
    $
    0.10Adjustments
    
    
    (0.02
    )As restated
    
    $
    0.08Diluted:As previously reported
    
    $
    0.10Adjustments
    
    
    (0.02
    )As restated
    
    $
    0.08
 62




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##### Table of Contents



UnauditedThree Months
    
    
    Nine MonthsEnded
    
    
    EndedJuly 31, 2005
    
    
    July 31, 2005Cost of goods sold:As previously reported
    
    $
    54,354
    
    
    $
    145,556Adjustments to cost of goods sold
    
    
    305
    
    
    
    305As restated
    
    $
    54,659
    
    
    $
    145,861Gross profit:As previously reported
    
    $
    12,561
    
    
    $
    27,962Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    12,256
    
    
    $
    27,657Income (loss) before interest, income taxes and minority interest:As previously reported
    
    $
    2,674
    
    
    $
    (799
    )Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    2,369
    
    
    $
    (1,104
    )Income (loss) before income taxes and minority interest:As previously reported
    
    $
    2,833
    
    
    $
    (262
    )Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )As restated
    
    $
    2,528
    
    
    $
    (567
    )Net income:As previously reported
    
    $
    2,132
    
    
    
    411Adjustments to cost of goods sold
    
    
    (305
    )
    
    
    (305
    )Income tax benefit
    
    
    101
    
    
    
    101As restated
    
    $
    1,928
    
    
    $
    207Net earnings per common share:Basic:As previously reported
    
    $
    0.20
    
    
    $
    0.04Adjustments
    
    
    (0.02
    )
    
    
    (0.02
    )As restated
    
    $
    0.18
    
    
    $
    0.02Diluted:As previously reported
    
    $
    0.19
    
    
    $
    0.04Adjustments
    
    
    (0.02
    )
    
    $
    (0.02
    )As restated
    
    $
    0.17
    
    
    $
    0.02
 O. Consolidation of Operations




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Restatement
  Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting (Restated)
 Internal Control
- Integrated Framework
  Internal Control  Integrated Framework
 64




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##### Table of Contents



Remediation Plan
  
    
    Appropriate reconciliation procedures for received goods payable and
work-in-process inventory accounts have been implemented.
    
    Management has established a new position of controller for the Companys
Electrical Power Products business segment to enhance the financial and operating
review process and oversight of the divisions in this segment. Management is in the
process of seeking qualified candidates to fill this position
    
    In January 2007, a new controller joined the division where the control deficiency
occurred.
  Changes in Internal Control over Financial Reporting
  
 Item 9B. Other Information
  65




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 1.
    
    Financial Statements.Reference is made to the Index to Consolidated Financial
Statements at Item 8 of this report.2.
    
    Financial Statement Schedule.All schedules are omitted because they are not
applicable or the required information is shown in the financial statements or the notes
to the financial statements.3.
    
    Exhibits.
 Number
    
    
    
    Description of Exhibits2.1
    
    
    
    Agreement for the sale and purchase of certain assets and the assumption of
certain liabilities of Switchgear & Instrumentation Limited, dated July 4,
2005 (filed as Exhibit 2.1 to our Form 8-K filed July 6, 2005, and
incorporated herein by reference).2.2
    
    
    
    Agreement for the sale of freehold land at Ripley Road, Bradford, dated July
4, 2005 (filed as Exhibit 2.2 to our Form 8-K filed July 6, 2005, and
incorporated herein by reference).**2.3
    
    
    
    Asset Purchase Agreement between the Company and General Electric Company
dated August 7, 2006 (filed as Exhibit 2.1 to our Form 8-K filed August 9,
2006, and incorporated herein by reference).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
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A
filed November 1, 2004, and incorporated herein by reference).
 66




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##### Table of Contents



Number
    
    
    
    Description of Exhibits10.1
    
    
    
    Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to
our Form 10-K for the fiscal year ended October 31, 2003, and incorporated
herein by reference).10.2
    
    
    
    Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our
Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein
by reference).10.3
    
    
    
    1992 Powell Industries, Inc. Stock Option Plan (filed as an exhibit to our
preliminary proxy statement dated January 24, 1992, and incorporated herein by
reference).10.4
    
    
    
    Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit
10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated
herein by reference).10.5
    
    
    
    Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the
1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the
increase in the number of shares authorized for issuance under the Plan from
2,100,000 to 2,700,000, which increase was approved by the stockholders of the
Company at the 2005 Annual Meeting of Stockholders).10.6
    
    
    
    Powell Industries, Inc. Directors Fees Program (filed as Exhibit 10.7 to our
Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein
by reference).10.7
    
    
    
    Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit
10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and
incorporated herein by reference).10.8
    
    
    
    Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as
Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and
incorporated herein by reference).10.9
    
    
    
    Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to
our Form 10-K for the fiscal year ended October 31, 2002, and incorporated
herein by reference).10.10
    
    
    
    Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as
Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2005, and
incorporated herein by reference).10.11
    
    
    
    Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc.
and Bank of America, N.A. (filed as Exhibit 10.10 to our Form 10-K for the
fiscal year ended October 31, 2004, and incorporated herein by reference).10.12
    
    
    
    Credit and Reimbursement Agreement dated April 15, 2004, between Powell
Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.11 to our Form
10-K for the fiscal year ended October 31, 2004, and incorporated herein by
reference).10.13
    
    
    
    Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco
3210 Limited and Switchgear & Instrumentation Properties Limited, and Bank of
America and the other lenders parties thereto (filed as Exhibit 10.1 to our
Form 8-K filed July 6, 2005, and incorporated herein by reference).10.14
    
    
    
    First Amendment to Credit Agreement dated November 7, 2005 among Powell
Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & Instrumentation
Limited), Switchgear & Instrumentation Properties Limited, Bank of America,
N.A., and the other lenders parties thereto (filed as Exhibit 10.14 to our
Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein
by reference).10.15
    
    
    
    Second Amendment to Credit Agreement dated January 11, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto (filed as Exhibit 10.15 to our Form 10-K for the
fiscal year ended October 31, 2005, and incorporated herein by reference).10.16
    
    
    
    Third Amendment to Credit Agreement dated August 4, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto (filed as Exhibit 10.3 to our Form 8-K filed August 9,
2006, and incorporated herein by reference).+10.17
    
    
    
    Fourth Amendment to Credit Agreement dated December 7, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto.10.18
    
    
    
    Banking facilities between HSBC Bank plc and Switchgear & Instrumentation
Limited and Switchgear & Instrumentation Properties Limited dated September
12, 2005 (filed as Exhibit 10.16 to our Form 10-K for the fiscal year ended
October 31, 2005, and incorporated herein by reference).**10.19
    
    
    
    Powell Supply Agreement between the Company and General Electric Company dated
August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K filed August 9, 2006,
and incorporated herein by reference).
 67




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##### Table of Contents



Number
    
    
    
    Description of Exhibits10.20
    
    
    
    Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19,
2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and
incorporated herein by reference).+21.1
    
    
    
    Subsidiaries of Powell Industries, Inc.*23.2
    
    
    
    Consent of PricewaterhouseCoopers, LLP.*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.
 
 +
    
    Previously filed with the Transition Report on Form 10-K for the eleven-month period ended September 30, 2006.*
    
    Filed herewith**
    
    Portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Such omitted
portions have been filed separately with the Commission. 68




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##### Table of Contents



SIGNATURES
  POWELL INDUSTRIES, INC.By:
    /s/  Thomas W. PowellThomas W. PowellChairman and Chief Executive Officer
(Principal Executive Officer)By:
    /s/  Don R. MadisonDon R. MadisonExecutive Vice President and Chief
Financial andAdministrative Officer
(Principal Financial and Accounting Officer)  Signature
    
    Title/s/ Thomas W. Powell

Thomas W. Powell
    
    Chairman of the Board/s/ Joseph L. Becherer

Joseph L. Becherer
    
    Director/s/ Eugene L. Butler

Eugene L. Butler
    
    Director/s/ James F. Clark

James F. Clark
    
    Director/s/ Stephen W. Seale, Jr.

Stephen W. Seale, Jr.
    
    Director/s/ Robert C. Tranchon

Robert C. Tranchon
    
    Director/s/ Ronald J. Wolny

Ronald J. Wolny
    
    Director
  69




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    
    
    Exhibit Title2.1
    
    
    
    Agreement for the sale and purchase of certain assets and the assumption of
certain liabilities of Switchgear & Instrumentation Limited, dated July 4,
2005 (filed as Exhibit 2.1 to our Form 8-K filed July 6, 2005, and
incorporated herein by reference).2.2
    
    
    
    Agreement for the sale of freehold land at Ripley Road, Bradford, dated July
4, 2005 (filed as Exhibit 2.2 to our Form 8-K filed July 6, 2005, and
incorporated herein by reference).**2.3
    
    
    
    Asset Purchase Agreement between the Company and General Electric Company
dated August 7, 2006 (filed as Exhibit 2.1 to our Form 8-K filed August 9,
2006, and incorporated herein by reference).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
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A
filed November 1, 2004, and incorporated herein by reference).10.1
    
    
    
    Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to
our Form 10-K for the fiscal year ended October 31, 2003, and incorporated
herein by reference).10.2
    
    
    
    Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our
Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein
by reference).10.3
    
    
    
    1992 Powell Industries, Inc. Stock Option Plan (filed as an exhibit to our
preliminary proxy statement dated January 24, 1992, and incorporated herein by
reference).10.4
    
    
    
    Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit
10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated
herein by reference).10.5
    
    
    
    Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the
1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the
increase in the number of shares authorized for issuance under the Plan from
2,100,000 to 2,700,000, which increase was approved by the stockholders of the
Company at the 2005 Annual Meeting of Stockholders).10.6
    
    
    
    Powell Industries, Inc. Directors Fees Program (filed as Exhibit 10.7 to our
Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein
by reference).10.7
    
    
    
    Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit
10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and
incorporated herein by reference).10.8
    
    
    
    Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as
Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and
incorporated herein by reference).10.9
    
    
    
    Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to
our Form 10-K for the fiscal year ended October 31, 2002, and incorporated
herein by reference).10.10
    
    
    
    Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as
Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2005, and
incorporated herein by reference).10.11
    
    
    
    Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc.
and Bank of America, N.A. (filed as Exhibit 10.10 to our Form 10-K for the
fiscal year ended October 31, 2004, and incorporated herein by reference).10.12
    
    
    
    Credit and Reimbursement Agreement dated April 15, 2004, between Powell
Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.11 to our Form
10-K for the fiscal year ended October 31, 2004, and incorporated herein by
reference).10.13
    
    
    
    Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco
3210 Limited, and Switchgear & Instrumentation Properties Limited, and Bank of
America and the other lenders parties thereto (filed as Exhibit 10.1 to our
Form 8-K filed July 6, 2005, and incorporated herein by reference).
 70




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##### Table of Contents



Number
    
    
    
    Exhibit Title10.14
    
    
    
    First Amendment to Credit Agreement dated November 7, 2005 among Powell
Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & Instrumentation
Limited.), Switchgear & Instrumentation Properties Limited, Bank of America,
N.A., and the other lenders parties thereto (filed as Exhibit 10.14 to our
Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein
by reference).10.15
    
    
    
    Second Amendment to Credit Agreement dated January 11, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto (filed as Exhibit 10.15 to our Form 10-K for the
fiscal year ended October 31, 2005, and incorporated herein by reference).10.16
    
    
    
    Third Amendment to Credit Agreement dated August 4, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto (filed as Exhibit 10.3 to our Form 8-K filed August 9,
2006, and incorporated herein by reference).+10.17
    
    
    
    Fourth Amendment to Credit Agreement dated December 7, 2006 among Powell
Industries, Inc., Switchgear & Instrumentation Limited, Switchgear &
Instrumentation Properties Limited, Bank of America, N.A., and the other
lenders parties thereto.10.18
    
    
    
    Banking facilities between HSBC Bank plc and Switchgear & Instrumentation
Limited and Switchgear & Instrumentation Properties Limited dated September
12, 2006 (filed as Exhibit 10.16 to our Form 10-K for the fiscal year ended
October 31, 2005, and incorporated herein by reference).**10.19
    
    
    
    Powell Supply Agreement between the Company and General Electric Company dated
August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K filed August 9, 2006,
and incorporated herein by reference).10.20
    
    
    
    Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19,
2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and
incorporated herein by reference).+21.1
    
    
    
    Subsidiaries of Powell Industries, Inc.*23.2
    
    
    
    Consent of PricewaterhouseCoopers, LLP.*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.
 
 +
    
    Previously filed with the Transition Report on Form 10-K for the eleven-month period ended September 30, 2006.*
    
    Filed herewith**
    
    Portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934. Such omitted portions have been filed separately with the
Commission. 71