##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the quarterly period ended December 31, 2006.
 or
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to.
 Commission File Number 001-12488
 POWELL INDUSTRIES, INC.
  DELAWARE
    
    88-0106100(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)8550 Mosley Drive, Houston, Texas
    
    77075-1180(Address of principal executive offices)
    
    (Zip Code)
 (713) 944-6900
  þ o
  o þ o
  o þ




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##### 



Explanatory Note
3Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements
6Condensed Consolidated Balance Sheets
6Condensed Consolidated Statements of Operations
7Condensed Consolidated Statements of Cash Flows
8Notes to Condensed Consolidated Financial Statements
9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
20Item 3. Quantitative and Qualitative Disclosures About Market Risk
23Item 4. Controls and Procedures
23Part II  Other InformationItem 1. Legal Proceedings
24Item 1A. Risk Factors
24Item 6. Exhibits
25Signatures
26Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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EXPLANATORY NOTE
     3




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##### Table of Contents



Three Months
    
    
    Three MonthsEnded
    
    
    EndedDecember 31, 2006
    
    
    January 31, 2006Cost of goods sold:As previously reported
    
    $
    101,319
    
    
    $
    69,036Adjustments
    
    
    1,367
    
    
    
    404As restated
    
    $
    102,686
    
    
    $
    69,440Gross Profit:As previously reported
    
    $
    21,457
    
    
    $
    14,777Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    20,090
    
    
    $
    14,373Income before interest, income taxes and minority interest:As previously reported
    
    $
    5,183
    
    
    $
    1,793Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    3,816
    
    
    $
    1,389Income before income taxes and minority interest:As previously reported
    
    $
    4,675
    
    
    $
    1,760Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    3,308
    
    
    $
    1,356Net income:As previously reported
    
    $
    2,892
    
    
    $
    1,093Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )Income tax benefit
    
    
    504
    
    
    
    143As restated
    
    $
    2,029
    
    
    $
    832Net earnings per common share:Basic:As previously reported
    
    $
    0.26
    
    
    $
    0.10Adjustments
    
    
    (0.07
    )
    
    
    (0.02
    )As restated
    
    $
    0.19
    
    
    $
    0.08Diluted:As previously reported
    
    $
    0.26
    
    
    $
    0.10Adjustments
    
    
    (0.08
    )
    
    
    (0.02
    )As restated
    
    $
    0.18
    
    
    $
    0.08
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December 31, 2006Inventories:As previously reported
    
    $
    36,712Adjustments
    
    
    (1,085
    )As restated
    
    $
    35,627Income taxes receivable:As previously reported
    
    $
    1,291Adjustments
    
    
    (116
    )As restated
    
    $
    1,175Deferred income taxes:As previously reported
    
    $
    162Reclassification
    
    
    1,600As restated
    
    $
    1,762Accounts payable:As previously reported
    
    $
    39,263Adjustments
    
    
    3,093As restated
    
    $
    42,356Retained earnings:As previously reported
    
    $
    149,382Adjustments
    
    
    (2,694
    )As restated
    
    $
    146,688
 5




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
 December 31,
    
    
    September 30,2006
    
    
    2006(Unaudited)
    
    
    (See Note A)(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    4,955
    
    
    $
    10,495Accounts receivable, less allowance for doubtful accounts of $1,119 and $1,044, respectively
    
    
    111,648
    
    
    
    108,002Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    52,325
    
    
    
    43,067Inventories, net
    
    
    35,627
    
    
    
    28,268Income taxes receivable
    
    
    1,175
    
    
    
    Deferred income taxes
    
    
    1,762
    
    
    
    1,270Prepaid expenses and other current assets
    
    
    5,813
    
    
    
    2,398Total Current Assets
    
    
    213,305
    
    
    
    193,500Property, plant and equipment, net
    
    
    64,521
    
    
    
    60,336Goodwill
    
    
    1,084
    
    
    
    1,084Intangible assets, net
    
    
    31,498
    
    
    
    32,263Other assets
    
    
    5,670
    
    
    
    5,495Total Assets
    
    $
    316,078
    
    
    $
    292,678Liabilities and Stockholders EquityCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    8,454
    
    
    $
    8,510Income taxes payable
    
    
    1,761
    
    
    
    733Accounts payable
    
    
    42,356
    
    
    
    46,515Accrued salaries, bonuses and commissions
    
    
    11,148
    
    
    
    13,183Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    37,536
    
    
    
    16,752Accrued product warranty
    
    
    3,836
    
    
    
    3,443Other accrued expenses
    
    
    8,041
    
    
    
    9,476Total Current Liabilities
    
    
    113,132
    
    
    
    98,612Long-term debt and capital lease obligations, net of current maturities
    
    
    38,295
    
    
    
    33,886Deferred compensation
    
    
    1,739
    
    
    
    1,735Postretirement benefits obligation
    
    
    1,171
    
    
    
    1,146Other liabilities
    
    
    63
    
    
    
    90Total Liabilities
    
    
    154,400
    
    
    
    135,469Commitments and contingencies (Note G)Minority interest
    
    
    337
    
    
    
    278Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,002,779 and 11,001,733
shares issued, respectively; 11,002,779 and 10,924,046 shares outstanding, respectively
    
    
    110
    
    
    
    110Additional paid-in capital
    
    
    13,830
    
    
    
    12,776Retained earnings
    
    
    146,688
    
    
    
    144,659Treasury stock, -0- and 77,687 shares, respectively, at cost
    
    
    
    
    
    
    (525
    )Accumulated other comprehensive income
    
    
    1,533
    
    
    
    817Deferred compensation
    
    
    (820
    )
    
    
    (906
    )Total Stockholders Equity
    
    
    161,341
    
    
    
    156,931Total Liabilities and Stockholders Equity
    
    $
    316,078
    
    
    $
    292,678
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Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
 Three Months EndedDecember 31, 2006
    
    
    January 31, 2006(See Note A)(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Revenues
    
    $
    122,776
    
    
    $
    83,813Cost of goods sold
    
    
    102,686
    
    
    
    69,440Gross profit
    
    
    20,090
    
    
    
    14,373Selling, general and administrative expenses
    
    
    16,274
    
    
    
    12,984Income before interest, income taxes and minority interest
    
    
    3,816
    
    
    
    1,389Interest expense
    
    
    688
    
    
    
    335Interest income
    
    
    (180
    )
    
    
    (302
    )Income before income taxes and minority interest
    
    
    3,308
    
    
    
    1,356Income tax provision
    
    
    1,220
    
    
    
    506Minority interest in net income
    
    
    59
    
    
    
    18Net income
    
    $
    2,029
    
    
    $
    832Net earnings per common share:Basic
    
    $
    0.19
    
    
    $
    0.08Diluted
    
    $
    0.18
    
    
    $
    0.08Weighted average shares:Basic
    
    
    10,942
    
    
    
    10,853Diluted
    
    
    11,121
    
    
    
    11,004
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Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months EndedDecember 31, 2006
    
    
    January 31, 2006(See Note A)(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Operating Activities:Net income
    
    $
    2,029
    
    
    $
    832Adjustments to reconcile net income to net cash used in operating activities:Depreciation
    
    
    1,551
    
    
    
    1,470Amortization
    
    
    947
    
    
    
    335Amortization of unearned restricted stock
    
    
    68
    
    
    
    52Stock-based compensation
    
    
    206
    
    
    
    417Bad debt expense
    
    
    58
    
    
    
    98(Gain) loss on disposition of assets
    
    
    (10
    )
    
    
    48Deferred income taxes
    
    
    (674
    )
    
    
    331Minority interest earnings
    
    
    59
    
    
    
    18Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (2,984
    )
    
    
    2,914Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (9,054
    )
    
    
    (9,195
    )Inventories
    
    
    (7,175
    )
    
    
    (3,550
    )Prepaid expenses and other current assets
    
    
    (4,460
    )
    
    
    (3,128
    )Other assets
    
    
    (42
    )
    
    
    1,301Accounts payable and income taxes payable
    
    
    (3,590
    )
    
    
    1,163Accrued liabilities
    
    
    (3,250
    )
    
    
    (725
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    20,645
    
    
    
    2,678Deferred compensation
    
    
    90
    
    
    
    (111
    )Other liabilities
    
    
    1
    
    
    
    117Net cash used in operating activities
    
    
    (5,585
    )
    
    
    (4,935
    )Investing Activities:Proceeds from sale of fixed assets
    
    
    155
    
    
    
    21Purchases of property, plant and equipment
    
    
    (5,430
    )
    
    
    (1,178
    )Purchases of short-term auction rate securities
    
    
    
    
    
    
    (2,000
    )Net cash used in investing activities
    
    
    (5,275
    )
    
    
    (3,157
    )Financing Activities:Borrowings on U.S. revolving line of credit
    
    
    8,892
    
    
    
    2,820Payments on U.S. revolving line of credit
    
    
    (5,892
    )
    
    
    (2,820
    )Borrowings on UK revolving line of credit
    
    
    1,959
    
    
    
    Payments on UK revolving line of credit
    
    
    (588
    )
    
    
    Payments on short-term financing
    
    
    (160
    )
    
    
    Payments on capital lease obligations
    
    
    (13
    )
    
    
    (13
    )Payments on tax exempt industrial development revenue bonds
    
    
    (400
    )
    
    
    Tax benefit from exercise of stock options
    
    
    264
    
    
    
    19Proceeds from exercise of stock options
    
    
    925
    
    
    
    67Net cash provided by financing activities
    
    
    4,987
    
    
    
    73Net decrease in cash and cash equivalents
    
    
    (5,873
    )
    
    
    (8,019
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    333
    
    
    
    (9
    )Cash and cash equivalents at beginning of period
    
    
    10,495
    
    
    
    24,844Cash and cash equivalents at end of period
    
    $
    4,955
    
    
    $
    16,816
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POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
  Change in Fiscal Year-End
  Overview
   Basis of Presentation
   Use of Estimates
  Foreign Currency Translation
 Foreign Currency Translation
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Stock-Based Compensation
 Share-Based Payment
 Accumulated Other Comprehensive Income
  New Accounting Standards
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
 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.
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Louisiana Acquisition
  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
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Three Months EndedJanuary 31, 2006(As restated,see Note J)Pro forma revenues
    
    $
    106,341Pro forma net income
    
    $
    1,973Net earnings per common share:Pro forma:Basic
    
    $
    0.18Diluted
    
    $
    0.18As reported:Basic
    
    $
    0.08Diluted
    
    $
    0.08
  1)
    
    Impact of additional interest expense related to the purchase price;2)
    
    Impact of amortization expense related to intangible assets;3)
    
    Adjustment to the income tax provision.
    Three Months EndedDecember 31, 2006
    
    
    January 31, 2006(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Numerator:Net income
    
    $
    2,029
    
    
    $
    832Denominator:Denominator for basic earnings per share-weighted average shares
    
    
    10,942
    
    
    
    10,853Dilutive effect of stock options and restricted stock
    
    
    179
    
    
    
    151Denominator for diluted earnings per share-adjusted weighted
average shares with assumed conversions
    
    
    11,121
    
    
    
    11,004Net earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.08Diluted
    
    $
    0.18
    
    
    $
    0.08
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Allowance for Doubtful Accounts
  Three Months EndedDecember 31, 2006
    
    
    January 31, 2006Balance at beginning of period
    
    $
    1,044
    
    
    $
    567Adjustments to the allowance
    
    
    59
    
    
    
    98Deductions for uncollectible accounts written off, net of recoveries
    
    
    
    
    
    
    Increase due to foreign currency translation
    
    
    16
    
    
    
    Balance at end of period
    
    $
    1,119
    
    
    $
    665
 Warranty Accrual
  Three Months EndedDecember 31, 2006
    
    
    January 31, 2006Balance at beginning of period
    
    $
    3,443
    
    
    $
    1,836Adjustments to the accrual
    
    
    984
    
    
    
    727Deductions for warranty charges
    
    
    (642
    )
    
    
    (460
    )Increase due to foreign currency translation
    
    
    51
    
    
    
    Balance at end of period
    
    $
    3,836
    
    
    $
    2,103
 Inventories
  December 31,
    
    
    September 30,2006
    
    
    2006(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Raw materials, parts and subassemblies
    
    $
    23,641
    
    
    $
    18,772Work-in-progress
    
    
    11,986
    
    
    
    9,496Total Inventories
    
    $
    35,627
    
    
    $
    28,268
 Costs and Estimated Earnings on Uncompleted Contracts
  December 31,
    
    
    September 30,2006
    
    
    2006Costs incurred on uncompleted contracts
    
    $
    315,747
    
    
    $
    300,247Estimated earnings
    
    
    63,917
    
    
    
    64,964379,664
    
    
    
    365,211Less: Billings to date
    
    
    364,875
    
    
    
    338,896$
    14,789
    
    
    $
    26,315Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    52,325
    
    
    $
    43,067Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (37,536
    )
    
    
    (16,752
    )$
    14,789
    
    
    $
    26,315
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Three Months EndedDecember 31, 2006
    
    
    January 31, 2006(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Net income
    
    $
    2,029
    
    
    $
    832Other comprehensive income, net of taxUnrealized gain on foreign currency translation
    
    
    716
    
    
    
    13Comprehensive income
    
    $
    2,745
    
    
    $
    845
   December 31,
    
    
    September 30,2006
    
    
    2006US Revolver
    
    $
    6,000
    
    
    $
    3,000UK Revolver
    
    
    4,506
    
    
    
    2,434UK Term Loan
    
    
    9,404
    
    
    
    9,550Deferred acquisition payable
    
    
    20,273
    
    
    
    20,273Industrial development revenue bonds
    
    
    6,000
    
    
    
    6,400Capital lease obligations
    
    
    103
    
    
    
    115Other borrowings
    
    
    463
    
    
    
    624Subtotal long-term debt and capital lease obligations
    
    
    46,749
    
    
    
    42,396Less current portion
    
    
    (8,454
    )
    
    
    (8,510
    )Total long-term debt and capital lease obligations
    
    $
    38,295
    
    
    $
    33,886
 US and UK Revolvers
    UK Term Loan
  14




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Deferred Acquisition Payable
  Tax Exempt Industrial Development Revenue Bonds
   Capital Leases and Other
   Letters of Credit and Bonds
   Contingencies
   15




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##### Table of Contents



Stock Options
  RemainingWeighted-
    
    Weighted-Average
    
    AggregateStock
    
    Average
    
    Contractual Term
    
    Intrinsic ValueOptions
    
    Exercise Price
    
    (years)
    
    (in thousands)Outstanding at September 30, 2006
    
    
    732,770
    
    
    $
    17.37Granted
    
    
    
    
    
    
    Exercised
    
    
    (61,633
    )
    
    
    16.88Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2006
    
    
    671,137
    
    
    
    17.41
    
    
    
    4.51
    
    
    $
    5,491Exercisable at December 31, 2006
    
    
    486,737
    
    
    
    17.40
    
    
    
    4.02
    
    
    $
    3,990
  Restricted Stock
        16




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##### Table of Contents



Three Months EndedDecember 31, 2006
    
    
    January 31, 2006(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Revenues:Electrical Power Products
    
    $
    117,343
    
    
    $
    76,642Process Control Systems
    
    
    5,433
    
    
    
    7,171Total
    
    $
    122,776
    
    
    $
    83,813Gross profit:Electrical Power Products
    
    $
    18,726
    
    
    $
    12,660Process Control Systems
    
    
    1,364
    
    
    
    1,713Total
    
    $
    20,090
    
    
    $
    14,373Income before income taxes and minority interest:Electrical Power Products
    
    $
    3,225
    
    
    $
    995Process Control Systems
    
    
    83
    
    
    
    361Total
    
    $
    3,308
    
    
    $
    1,356
 December 31, 2006
    
    
    September 30, 2006(As restated, see
    
    
    (As restated, seeNote J)
    
    
    Note J)Identifiable tangible assets:Electrical Power Products
    
    $
    260,214
    
    
    $
    238,125Process Control Systems
    
    
    9,678
    
    
    
    8,813Corporate
    
    
    13,113
    
    
    
    11,853Total
    
    $
    283,005
    
    
    $
    258,791
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##### Table of Contents



Three Months
    
    
    Three MonthsEnded
    
    
    EndedDecember 31, 2006
    
    
    January 31, 2006Cost of goods sold:As previously reported
    
    $
    101,319
    
    
    $
    69,036Adjustments
    
    
    1,367
    
    
    
    404As restated
    
    $
    102,686
    
    
    $
    69,440Gross Profit:As previously reported
    
    $
    21,457
    
    
    $
    14,777Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    20,090
    
    
    $
    14,373Income before interest, income taxes and minority interest:As previously reported
    
    $
    5,183
    
    
    $
    1,793Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    3,816
    
    
    $
    1,389Income before income taxes and minority interest:As previously reported
    
    $
    4,675
    
    
    $
    1,760Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )As restated
    
    $
    3,308
    
    
    $
    1,356Net income:As previously reported
    
    $
    2,892
    
    
    $
    1,093Adjustments to cost of goods sold
    
    
    (1,367
    )
    
    
    (404
    )Income tax benefit
    
    
    504
    
    
    
    143As restated
    
    $
    2,029
    
    
    $
    832Net earnings per common share:Basic:As previously reported
    
    $
    0.26
    
    
    $
    0.10Adjustments
    
    
    (0.07
    )
    
    
    (0.02
    )As restated
    
    $
    0.19
    
    
    $
    0.08Diluted:As previously reported
    
    $
    0.26
    
    
    $
    0.10Adjustments
    
    
    (0.08
    )
    
    
    (0.02
    )As restated
    
    $
    0.18
    
    
    $
    0.08
 18




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##### Table of Contents



December 31, 2006Inventories:As previously reported
    
    $
    36,712Adjustments
    
    
    (1,085
    )As restated
    
    $
    35,627Income taxes receivable:As previously reported
    
    $
    1,291Adjustments
    
    
    (116
    )As restated
    
    $
    1,175Deferred income taxes:As previously reported
    
    $
    162Reclassification
    
    
    1,600As restated
    
    $
    1,762Accounts payable:As previously reported
    
    $
    39,263Adjustments
    
    
    3,093As restated
    
    $
    42,356Retained earnings:As previously reported
    
    $
    149,382Adjustments
    
    
    (2,694
    )As restated
    
    $
    146,688
 19




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##### Table of Contents



Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
 The following discussion of our financial condition and results of operations should be read in
conjunction with the accompanying condensed consolidated financial statements and related notes
included elsewhere in this Form 10-Q/A and our Amendment No. 1 to the Transition Report on Form
10-K/A for the eleven months ended September 30, 2006 (Form 10-K/A) as filed with the Securities
and Exchange Commission. Any forward-looking statements made by or on our behalf are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that such forward-looking statements involve risks and uncertainties in that the actual
results may differ materially from those projected in the forward-looking statements. Important
factors that could cause actual results to differ include risks set forth in Item 1A. Risk
Factors included in our Form 10-K/A.
 As discussed in Note J of Notes to Condensed Consolidated Financial Statements, our financial
statements as of and for the three months ended December 31, 2006 and January 31, 2006 have been
restated. The accompanying managements discussion and analysis gives effect to that restatement.
 Overview
      Results of Operations
 Revenue and Gross Profit
  20




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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
  21




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##### Table of Contents



Net Income
  Backlog
  Liquidity and Capital Resources
    Operating Activities
  Investing Activities
  Financing Activities
  Outlook
   22




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##### Table of Contents












Item 3. Quantitative And Qualitative Disclosures About Market Risk











Item 4. Controls And Procedures


Restatement






Evaluation of Disclosure Controls and Procedures


23




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
  Remediation Plan
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  24




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    
    
    Certificate of Incorporation of Powell Industries, Inc.
filed with the Secretary of State of the State of
Delaware on February 11, 2004 (filed as Exhibit 3.1 to
our Form 8-A/A filed November 1, 2004, and incorporated
herein by reference).3.2
    
    
    
    Bylaws 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
    
    
    
    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 party thereto (filed as Exhibit 10.17 to our
Transition Report on Form 10-K for the transition period
ended September 30, 2006, and incorporated herein by
reference).*31.1
    
    
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    
    
    Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    
    
    Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 25




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##### Table of Contents



SIGNATURES
  
 May 23, 2007

Date
    
    /s/
THOMAS W. POWELL

Thomas W. PowellChairman and Chief Executive Officer(Principal Executive Officer)May 23, 2007

Date
    
    /s/
DON R. MADISON

Don R. MadisonExecutive Vice President and Chief
Financial and Administrative Officer(Principal Financial Officer)
 26




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    
    
    Exhibit Title3.1
    
    
    
    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
    
    
    
    Bylaws 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
    
    
    
    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
party thereto (filed as Exhibit 10.17 to our Transition Report on Form 10-K for
the transition period ended September 30, 2006, and incorporated herein by
reference).*31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32.1
    
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.