##### 



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 April 30, 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 NotePart I  Financial InformationItem 1. Condensed Consolidated Financial StatementsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II  Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 4. Submission of Matters to a Vote of Security HoldersItem 6. ExhibitsSignatures
 2




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EXPLANATORY NOTE
     3




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##### 



Three 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
 4




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##### 



April 30, 2006Inventories:As previously reported
    
    $
    26,051Adjustments
    
    
    17As restated
    
    $
    26,068Income taxes receivable:As previously reported
    
    $
    213Adjustments
    
    
    (158
    )As restated
    
    $
    55Deferred income taxes:As previously reported
    
    $
    798Reclassification
    
    
    695As restated
    
    $
    1,493Accounts payable:As previously reported
    
    $
    22,253Adjustments
    
    
    1,579As restated
    
    $
    23,832Retained earnings:As previously reported
    
    $
    141,908Adjustments
    
    
    (1,025
    )As restated
    
    $
    140,883
 5




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##### 



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)
 April 30,
    
    
    October 31,2006
    
    
    2005(Unaudited)(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    17,189
    
    
    $
    24,844Marketable securities
    
    
    
    
    
    
    8,200Accounts receivable, less allowance for doubtful accounts of $756 and $567, respectively
    
    
    83,369
    
    
    
    65,385Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    43,545
    
    
    
    35,328Inventories, net
    
    
    26,068
    
    
    
    21,529Income taxes receivable
    
    
    55
    
    
    
    713Deferred income taxes
    
    
    1,493
    
    
    
    1,836Prepaid expenses and other current assets
    
    
    5,631
    
    
    
    4,461Total Current Assets
    
    
    177,350
    
    
    
    162,296Property, plant and equipment, net
    
    
    55,589
    
    
    
    55,678Goodwill
    
    
    203
    
    
    
    203Intangible assets, net
    
    
    3,163
    
    
    
    3,505Other assets
    
    
    4,004
    
    
    
    5,096Total Assets
    
    $
    240,309
    
    
    $
    226,778Liabilities and Stockholders EquityCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    3,560
    
    
    $
    2,095Income taxes payable
    
    
    2,886
    
    
    
    1,185Accounts payable
    
    
    23,832
    
    
    
    22,643Accrued salaries, bonuses and commissions
    
    
    9,668
    
    
    
    9,820Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    18,275
    
    
    
    15,742Accrued product warranty
    
    
    3,337
    
    
    
    1,836Other accrued expenses
    
    
    6,708
    
    
    
    5,957Total Current Liabilities
    
    
    68,266
    
    
    
    59,278Long-term debt and capital lease obligations, net of current maturities
    
    
    17,783
    
    
    
    19,436Deferred compensation
    
    
    1,727
    
    
    
    1,918Other liabilities
    
    
    1,661
    
    
    
    1,871Total Liabilities
    
    
    89,437
    
    
    
    82,503Commitments and contingencies (Note G)Minority interest
    
    
    296
    
    
    
    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; 10,876,186 and 10,849,278 shares outstanding, respectively
    
    
    110
    
    
    
    110Additional paid-in capital
    
    
    11,182
    
    
    
    10,252Retained earnings
    
    
    140,883
    
    
    
    136,250Treasury stock, 125,547 and 152,455 shares, respectively, at cost
    
    
    (1,032
    )
    
    
    (1,417
    )Accumulated other comprehensive income (loss)
    
    
    483
    
    
    
    (11
    )Deferred compensation
    
    
    (1,050
    )
    
    
    (1,190
    )Total Stockholders Equity
    
    
    150,576
    
    
    
    143,994Total Liabilities and Stockholders Equity
    
    $
    240,309
    
    
    $
    226,778
  6




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##### 



Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Operations (unaudited)
 (In thousands, except per share data)
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(As restated,
    
    
    
    
    
    
    (As restated,see Note J)
    
    
    
    
    
    
    see Note J)Revenues
    
    $
    98,431
    
    
    $
    58,914
    
    
    $
    182,244
    
    
    $
    106,603Cost of goods sold
    
    
    78,220
    
    
    
    50,472
    
    
    
    147,660
    
    
    
    91,202Gross profit
    
    
    20,211
    
    
    
    8,442
    
    
    
    34,584
    
    
    
    15,401Selling, general and administrative expenses
    
    
    13,851
    
    
    
    9,353
    
    
    
    26,835
    
    
    
    18,874Income (loss) before interest, income taxes and
minority interest
    
    
    6,360
    
    
    
    (911
    )
    
    
    7,749
    
    
    
    (3,473
    )Interest expense
    
    
    326
    
    
    
    139
    
    
    
    661
    
    
    
    216Interest income
    
    
    (237
    )
    
    
    (317
    )
    
    
    (539
    )
    
    
    (594
    )Income (loss) before income taxes and minority interest
    
    
    6,271
    
    
    
    (733
    )
    
    
    7,627
    
    
    
    (3,095
    )Income tax provision (benefit)
    
    
    2,473
    
    
    
    (451
    )
    
    
    2,979
    
    
    
    (1,375
    )Minority interest in net income (loss)
    
    
    (3
    )
    
    
    13
    
    
    
    15
    
    
    
    1Net income (loss)
    
    $
    3,801
    
    
    $
    (295
    )
    
    $
    4,633
    
    
    $
    (1,721
    )Net earnings (loss) per common share:Basic
    
    $
    0.35
    
    
    $
    (0.03
    )
    
    $
    0.43
    
    
    $
    (0.16
    )Diluted
    
    $
    0.34
    
    
    $
    (0.03
    )
    
    $
    0.42
    
    
    $
    (0.16
    )Weighted average shares:Basic
    
    
    10,865
    
    
    
    10,763
    
    
    
    10,859
    
    
    
    10,750Diluted
    
    
    11,110
    
    
    
    10,763
    
    
    
    11,061
    
    
    
    10,750
  7




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##### 



Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
 (In thousands)
 Six Months Ended April 30,2006
    
    
    2005(As restated,see Note J)Operating Activities:Net income (loss)
    
    $
    4,633
    
    
    $
    (1,721
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    3,463
    
    
    
    2,042Amortization of unearned restricted stock
    
    
    103
    
    
    
    Bad debt expense
    
    
    186
    
    
    
    65Loss (gain) on disposition of assets
    
    
    43
    
    
    
    (21
    )Deferred income taxes
    
    
    72
    
    
    
    (988
    )Stock-based compensation
    
    
    735
    
    
    
    Other
    
    
    32
    
    
    
    34Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (17,758
    )
    
    
    (6,144
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (8,113
    )
    
    
    (9,029
    )Inventories
    
    
    (4,429
    )
    
    
    (4,389
    )Prepaid expenses and other current assets
    
    
    (497
    )
    
    
    (1,812
    )Other assets
    
    
    1,002
    
    
    
    (83
    )Accounts payable and income taxes payable
    
    
    2,711
    
    
    
    3,040Accrued liabilities
    
    
    2,038
    
    
    
    (3,154
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    2,494
    
    
    
    1,636Deferred compensation
    
    
    (153
    )
    
    
    263Other liabilities
    
    
    61
    
    
    
    47Net cash used in operating activities
    
    
    (13,377
    )
    
    
    (20,214
    )Investing Activities:Proceeds from sale of fixed assets
    
    
    29
    
    
    
    46Purchases of property, plant and equipment
    
    
    (2,645
    )
    
    
    (2,061
    )Proceeds from sale of short-term auction rate securities
    
    
    8,200
    
    
    
    18,760Purchases of short-term auction rate securities
    
    
    
    
    
    
    (5,000
    )Net cash provided by investing activities
    
    
    5,584
    
    
    
    11,745Financing Activities:Borrowings on U.S. revolving line of credit
    
    
    3,265
    
    
    
    2,089Payments on U.S. revolving line of credit
    
    
    (3,265
    )
    
    
    (2,089
    )Payments on UK revolving line of credit
    
    
    (913
    )
    
    
    Payments on UK term loan
    
    
    (548
    )
    
    
    Proceeds from short-term financing
    
    
    897
    
    
    
    Payments on capital lease obligations
    
    
    (54
    )
    
    
    Tax benefit from exercise of stock options
    
    
    86
    
    
    
    Proceeds from exercise of stock options
    
    
    176
    
    
    
    444Net cash (used in) provided by financing activities
    
    
    (356
    )
    
    
    444Net decrease in cash and cash equivalents
    
    
    (8,149
    )
    
    
    (8,025
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    494
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    24,844
    
    
    
    8,974Cash and cash equivalents at end of period
    
    $
    17,189
    
    
    $
    949Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    562
    
    
    $
    212Income taxes
    
    $
    419
    
    
    $
    478Non-cash investing and financing activities:Change in fair value of marketable securities during the period, net of $0 and
$17 income taxes, respectively
    
    $
    
    
    
    $
    28Receivable for stock options exercised
    
    $
    164
    
    
    $
    Issuance of common stock for deferred directors fees
    
    $
    24
    
    
    $
    14Restricted stock grants
    
    $
    153
    
    
    $
    
  8




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POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Notes To Condensed Consolidated Financial Statements (Unaudited)
 A.
    
    OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOverviewWe develop, design, manufacture and service equipment and systems for the management and control
of electrical energy and other critical processes. Headquartered in Houston, Texas, we serve the
transportation, environmental, industrial, and utility industries. Our business operations are
consolidated into two business segments: Electrical Power Products and Process Control Systems.
On July 4, 2005, we acquired selected assets and assumed certain operating liabilities and
contracts of Switchgear and Instrumentation Limited in the United Kingdom. The acquired business
is referred to herein as S&I. The operating results of S&I are included in our Electrical Power
Products business segment. Financial information related to these business segments is included
in Note H herein.Basis of PresentationThe condensed consolidated financial statements include the accounts of Powell Industries, Inc.
and its wholly-owned subsidiaries (we, us, our, Powell, or the Company). All
significant intercompany accounts and transactions are eliminated in consolidation.The accompanying unaudited condensed consolidated financial statements have been prepared using
accounting principles generally accepted in the United States of America (GAAP) for interim
financial information in accordance with the rules of Regulation S-X of the Securities and
Exchange Commission. Accordingly, these interim financial statements do not include all annual
disclosures required by GAAP. These financial statements should be read in conjunction with the
financial statements and related footnotes included in the Companys annual report on Form 10-K
for the year ended October 31, 2005. In the opinion of management, these condensed consolidated
financial statements include all adjustments, consisting of normal recurring adjustments, that
are necessary for a fair presentation of our financial position, results of operations and cash
flows. The interim period results are not necessarily indicative of the results to be expected
for the full fiscal year.Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying footnotes. The amounts we record for insurance claims,
warranties, legal and other contingent liabilities require judgments regarding the amount of
expenses that will ultimately be incurred. We base our estimates on historical experience and on
various other assumptions, as well as the specific circumstances surrounding these contingent
liabilities, in evaluating the amount of liability that should be recorded. Estimates may change
as new events occur, additional information becomes available, or operating environments change.
Actual results may differ from our estimates. The most significant estimates used in our
financial statements affect revenue and cost recognition for construction contracts, legal
accruals, the allowance for doubtful accounts, self-insurance, warranty accruals and
postretirement benefit obligations.Foreign Currency TranslationThe functional currency for our foreign subsidiaries is the local currency in which the entity is
located. The financial statements of all subsidiaries with a functional currency other than the
U.S. Dollar have been translated into U.S. Dollars in accordance with Statement of Financial
Accounting Standards No. 52, Foreign Currency Translation. All assets and liabilities of
foreign operations are translated into U.S. Dollars using period-end exchange rates and all
revenues and expenses are translated at average rates during the respective period. The U.S.
Dollar results that arise from such translation, as well as exchange gains and losses on
intercompany balances of a long-term investment nature, are included in the cumulative currency
translation adjustments in accumulated other comprehensive income (loss) in stockholders equity.
 9




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Stock-Based CompensationIn the first quarter of fiscal 2006, we adopted SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS No. 123R). We adopted the new statement using the modified prospective method of
adoption, which does not require restatement of prior periods. The revised standard eliminated
the intrinsic value method of accounting for share-based employee compensation under APB Opinion
No. 25, Accounting for Stock-Based Compensation, which we previously used (see pro-forma
disclosure of prior period included herein). The revised standard generally requires the
recognition of the cost of employee services for share-based compensation based on the grant date
fair value of the equity or liability instruments issued and any unearned or deferred
compensation (contra-equity accounts) related to awards prior to adoption be eliminated against
the appropriate equity accounts. The effect of adoption of the new standard in the first quarter
of 2006, related to stock options and restricted stock plans, was an additional expense of $0.4
million pretax, or $0.2 million after tax ($0.02 per share, basic and diluted) for the second
quarter of 2006 and $0.8 million pretax, or $0.5 million after tax ($0.05 per share, basic and
diluted) for the first six months of fiscal 2006. Also under the new standard, excess income tax
benefits related to share-based compensation expense that must be recognized directly in equity
are considered financing rather than operating cash flow activities. The effect of the adoption
of the new standard on cash flows in the second quarter of 2006 was not material. At April 30,
2006, there was $2.9 million of total unrecognized compensation cost related to non-vested stock
options. This compensation is expected to be recognized over a weighted-average period of
approximately 2.3 years. In addition, at April 30, 2006, there was $0.1 million of total
unrecognized compensation cost related to restricted stock. This compensation is expected to be
recognized over a period of less than two years.Under SFAS No. 123R, we continue to use the Black-Scholes option pricing model to estimate the
fair value of our stock options. However, we will apply the expanded guidance under SFAS No. 123R
for the development of our assumptions used as inputs for the Black-Scholes option pricing model
for grants issued after November 1, 2005. Expected volatility is determined using historical
volatilities based on historical stock prices for a period equal to the expected term. The
expected volatility assumption is adjusted if future volatility is expected to vary from
historical experience. The expected term of options represents the period of time that options
granted are expected to be outstanding and falls between the options vesting and contractual
expiration dates. The risk-free interest rate is based on the yield at the date of grant of a
zero-coupon U.S. Treasury bond whose maturity period equals the options expected term.The following table presents the pro forma effect on net loss and loss per share as if we had
applied the fair value recognition to stock-based compensation prior to the adoption of SFAS No.
123R during the three and six month period ended April 30, 2005 (in thousands except per share
amounts):
 Three Months Ended
    
    
    Six Months EndedApril 30, 2005
    
    
    April 30, 2005Net loss as reported
    
    $
    (295
    )
    
    $
    (1,721
    )Less: Stock option compensation expense, net of taxes
    
    
    (101
    )
    
    
    (297
    )Net loss pro forma
    
    $
    (396
    )
    
    $
    (2,018
    )Net loss per share:Basic and diluted, as reported
    
    $
    (0.03
    )
    
    $
    (0.16
    )Basic and diluted, pro forma
    
    $
    (0.04
    )
    
    $
    (0.19
    )
  RemainingWeighted-
    
    Weighted-Average
    
    AggregateStock
    
    average
    
    Contractual Term
    
    Intrinsic ValueOptions
    
    Exercise Price
    
    (years)
    
    (in thousands)Outstanding at October 31, 2005
    
    
    908,690Granted
    
    
    Exercised
    
    
    25,440Forfeited
    
    
    Outstanding at April 30, 2006
    
    
    883,250
    
    
    $
    16.45
    
    
    
    4.07
    
    
    $
    4,059Exercisable at April 30, 2006
    
    
    445,530
    
    
    $
    15.67
    
    
    
    2.49
    
    
    $
    2,386
 10




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##### 



The Company has the following stock-based compensation plans:The 1992 Stock Option Plan, as amended (the 1992 Plan), permits the Company to grant to key
employees non-qualified options and stock grants, subject to certain conditions and restrictions
as determined by the Compensation Committee of the Board of Directors and proportionate
adjustments in the event of stock dividends, stock splits and similar corporate transactions. The
number of shares available for issuance under the 1992 Plan is 2.7 million shares. There were no
stock grants during the first or second quarter of fiscal 2006. Stock options are granted at an
exercise price equal to the fair market value of the common stock on the date of the grant.
Generally, options granted have an expiration date of seven years from the grant date and vest in
increments of 20% per year over a five-year period. Pursuant to the 1992 Plan, option holders who
exercise their options and hold the underlying shares of common stock for five years, vest in a
stock grant equal to 20% of the original option shares. While restricted until the expiration of
five years, the stock grant is considered issued at the date of the stock option exercise and is
included in earnings per share.The 2000 Non-Employee Director Stock Option Plan, as amended, was adopted for the benefit of
members of the Board of Directors of the Company who, at the time of their service, were not
employees of the Company or any of its affiliates. Annually, each eligible Director received a
grant of an option to purchase 2,000 shares of our common stock. Stock options granted to the
Directors were non-qualified and were granted at an exercise price equal to the fair market value
of the common stock at the date of grant. Generally, options granted had expiration terms of
seven years from the date of grant and fully vested one year from the grant date. The
Compensation Committee has no plans to grant any further options under the 2000 Non-Employee
Director Stock Option Plan currently in place and plans to terminate the 2000 Non-Employee
Director Stock Option Plan after all outstanding options granted under it have been exercised or
have expired.The Non-Employee Director Restricted Stock Plan (the Restricted Stock Plan) was adopted for the
benefit of members of the Board of Directors of the Company who, at the time of their service,
are not employees of the Company or any of its affiliates. Annually each eligible director will
receive 2,000 shares of restricted stock on the date of the regular Board of Directors meeting in
June. The maximum aggregate number of shares of stock that may be issued under the Restricted
Stock Plan is 150,000 and will consist of authorized but unissued or reacquired shares of stock
or any combination thereof. The restricted stock grants vest 50 percent per year over a two year
period on each anniversary of the grant date. Unless sooner terminated by the Board, the
Restricted Stock Plan will terminate at the close of business on December 16, 2014, and no
further grants shall be made under the plan after such date. Awards granted before such date
shall continue to be subject to the terms and conditions of the plan and the respective
agreements pursuant to which they were granted.Accumulated Other Comprehensive Income (Loss)Accumulated other comprehensive income (loss), which is included as a component of stockholders
equity net of tax, includes unrealized gains or losses on available-for-sale marketable
securities and currency translation adjustments in foreign consolidated subsidiaries.ReclassificationsCertain reclassifications have been made in prior period financial statements to conform to
current period presentation. These reclassifications had no effect on net income, financial
position or cash flows.B.
    
    ACQUISITIONOn July 4, 2005, we acquired selected assets and assumed certain operating liabilities and
contracts of Switchgear & Instrumentation Limited. We refer to the acquired business herein as
S&I. S&Is primary manufacturing facility is in the United Kingdom. This acquisition is part of
our overall strategy to increase our international presence. S&I affords us the opportunity to
serve our customers with products covering a wider range of electrical standards and opens new
geographic markets previously closed due to a lack of product portfolio. The fit, culture and
market position of Powell and S&I are favorably comparable with similar reputations in
engineered-to-order solutions. S&I is a supplier of medium- and low-voltage switchgear,
intelligent motor control systems, and power distribution solutions to a wide range of process
industries, with a focus on oil and gas, petrochemical and other process-related industries.
Total consideration paid for S&I was approximately $18.0 million (excluding expenses of
approximately $1.2 million). Approximately $10.3 million was funded from existing cash and
investments and the balance was provided from the UK Term Loan (as defined in Note F herein). The
results of operations of S&I are included in our Condensed Consolidated Financial Statements from
July 4, 2005. The Condensed Consolidated Balance Sheets include an allocation of the purchase
price to the assets acquired and liabilities assumed based on estimates of fair value.
 11




---



##### 



Accounts receivable
    
    $
    4,730Costs and estimated earnings in excess of billings
    
    
    4,492Inventories
    
    
    3,745Prepaid expenses and other current assets
    
    
    379Property, plant and equipment
    
    
    9,542Intangible assets
    
    
    3,846Accounts payable
    
    
    (5,793
    )Billings in excess of costs and estimated earnings
    
    
    (1,440
    )Other accrued expenses
    
    
    (334
    )Total purchase price
    
    $
    19,167
   EstimatedAmount
    
    
    LifeUnpatented technology
    
    $
    2,175
    
    
    7 yearsTradenames
    
    
    1,025
    
    
    10 yearsBacklog
    
    
    646
    
    
    6 monthsTotal
    
    $
    3,846
  Three Months Ended
    
    Six Months EndedApril 30, 2005
    
    April 30, 2005Revenues
    
    $
    75,973
    
    
    $
    140,089Net loss
    
    $
    (21
    )
    
    $
    (1,212
    )Net loss per common share:Basic
    
    $
    
    
    
    $
    (0.11
    )Diluted
    
    $
    
    
    
    $
    (0.11
    )
  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;
  5)
    
    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
 12




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##### 



C.
    
    EARNINGS PER SHAREThe following table sets forth the computation of basic and diluted earnings (loss) per share (in
thousands, except per share data):
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(As restated,
    
    
    
    
    
    
    (As restated,see Note J)
    
    
    
    
    
    
    see Note J)Numerator:Net income (loss)
    
    $
    3,801
    
    
    $
    (295
    )
    
    $
    4,633
    
    
    $
    (1,721
    )Denominator:Denominator for basic earnings
(loss) per share-weighted
average shares
    
    
    10,865
    
    
    
    10,763
    
    
    
    10,859
    
    
    
    10,750Dilutive effect of stock options
    
    
    245
    
    
    
    
    
    
    
    202
    
    
    
    Denominator for diluted
earnings (loss) per
share-adjusted weighted average
shares with assumed conversions
    
    
    11,110
    
    
    
    10,763
    
    
    
    11,061
    
    
    
    10,750Net earnings (loss) per share:Basic
    
    $
    0.35
    
    
    $
    (0.03
    )
    
    $
    0.43
    
    
    $
    (0.16
    )Diluted
    
    $
    0.34
    
    
    $
    (0.03
    )
    
    $
    0.42
    
    
    $
    (0.16
    )
 For the three and six months ended April 30, 2006, options to purchase approximately 24,000
shares were excluded from the computation of diluted earnings per share because the options
exercise prices were greater than the average market price of our common stock. We had a net loss
for the three and six months ended April 30, 2005; accordingly, the inclusion of common stock
equivalents for outstanding stock options would be antidilutive and, therefore the weighted
average shares used to calculate both basic and diluted loss per share are the same.D.
    
    DETAIL OF SELECTED BALANCE SHEET ACCOUNTSAllowance for Doubtful AccountsActivity in our allowance for doubtful accounts receivable consists of the following (in
thousands):
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period
    
    $
    665
    
    
    $
    674
    
    
    $
    567
    
    
    $
    617Adjustments to the allowance
    
    
    83
    
    
    
    4
    
    
    
    181
    
    
    
    65Deductions for uncollectible accounts
written off, net of recoveries
    
    
    5
    
    
    
    
    
    
    
    5
    
    
    
    (4
    )Increase due to foreign currency translation
    
    
    3
    
    
    
    
    
    
    
    3
    
    
    
    Balance at end of period
    
    $
    756
    
    
    $
    678
    
    
    $
    756
    
    
    $
    678
 Warranty AccrualActivity in our product warranty accrual consists of the following (in thousands):
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period
    
    $
    2,103
    
    
    $
    1,388
    
    
    $
    1,836
    
    
    $
    1,545Adjustments to the accrual
    
    
    1,644
    
    
    
    350
    
    
    
    2,371
    
    
    
    637Deductions for warranty charges
    
    
    (436
    )
    
    
    (365
    )
    
    
    (896
    )
    
    
    (809
    )Increase due to foreign currency translation
    
    
    26
    
    
    
    
    
    
    
    26
    
    
    
    Balance at end of period
    
    $
    3,337
    
    
    $
    1,373
    
    
    $
    3,337
    
    
    $
    1,373
 For the three and six months ended April 30, 2006, our warranty accrual includes approximately
$0.8 million for estimated costs related to the resolution of a specific product performance
issue that was identified in the second quarter of 2006.
 13




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##### 



InventoriesThe components of inventories are summarized below (in thousands):
 April 30,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Raw materials, parts and subassemblies
    
    $
    14,621
    
    
    $
    12,794Work-in-progress
    
    
    11,447
    
    
    
    8,735Total Inventories
    
    $
    26,068
    
    
    $
    21,529
 Costs and Estimated Earnings on Uncompleted ContractsThe components of costs and estimated earnings and related amounts billed on uncompleted
contracts are summarized below (in thousands):
 April 30,
    
    
    October 31,2006
    
    
    2005Costs incurred on uncompleted contracts
    
    $
    257,222
    
    
    $
    293,741Estimated earnings
    
    
    57,745
    
    
    
    55,360314,967
    
    
    
    349,101Less: Billings to date
    
    
    289,697
    
    
    
    329,515$
    25,270
    
    
    $
    19,586Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    43,545
    
    
    $
    35,328Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (18,275
    )
    
    
    (15,742
    )$
    25,270
    
    
    $
    19,586
 E.
    
    COMPREHENSIVE INCOME (LOSS)Comprehensive income (loss) for the three and six months ended April 30, 2006 and 2005, is as
follows (in thousands):
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(As restated,
    
    
    
    
    
    
    (As restated,see Note J)
    
    
    
    
    
    
    see Note J)Net income (loss)
    
    $
    3,801
    
    
    $
    (295
    )
    
    $
    4,633
    
    
    $
    (1,721
    )Other comprehensive income, net of tax Unrealized loss
on marketable securities
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    (28
    )Unrealized gain (loss) on foreign currency translation
    
    
    468
    
    
    
    
    
    
    
    481
    
    
    
    (19
    )Comprehensive income (loss)
    
    $
    4,269
    
    
    $
    (312
    )
    
    $
    5,114
    
    
    $
    (1,768
    )
 F.
    
    LONG-TERM DEBTOn June 29, 2005, we entered into a new senior credit agreement (Credit Agreement) with a major
domestic bank and certain other financial institutions which replaced our existing revolving line
of credit. The Credit Agreement also replaced an existing letter of credit facility used to
guarantee payment of our existing loan agreement that was funded with proceeds from tax-exempt
industrial development revenue bonds. This expanded credit facility was put in place to partially
fund the acquisition of and provide working capital support for S&I.The Credit Agreement provides for a 1) $22.0 million revolving credit facility (US Revolver),
2) £4.0 million (pound sterling) (approximately $7.0 million) revolving credit facility (UK
Revolver) and 3) £6.0 million (approximately $10.6 million) single advance term loan (UK Term
Loan). The Credit Agreement contains customary affirmative and negative covenants and restricts
our ability to pay dividends. In addition, there are various restrictive covenants pertaining to
maintenance of net worth and certain financial ratios. Obligations are secured by the stock of
our subsidiaries. The interest rate for amounts outstanding under the Credit Agreement is a
floating rate based upon LIBOR plus a margin which can range from 1.25% to 2.25%, as determined
by the Companys consolidated leverage ratio as defined in the Credit Agreement.The US Revolver and the UK Revolver provide for the issuance of letters of credit which would
reduce the amounts which may be borrowed under the respective revolvers. The amount available
under this agreement is reduced by $11.9 million for our outstanding letters of credit at April
30, 2006. There was £1.9 million, or approximately $3.5 million, outstanding under the UK
revolver as of April 30, 2006, with interest rates ranging from 6.35% to 6.39%. No amounts were
borrowed on the US Revolver. The US Revolver and the UK Revolver expire on June 30, 2008.
 14




---



##### 



The UK Term Loan is a single advance term loan of £6.0 million, or approximately $10.7 million,
used for financing the acquisition of S&I. Approximately £5.0 million, or approximately $8.9
million, of this facility was used to finance the portion of the purchase price of S&I that was
denominated in pounds sterling. The remaining £1.0 million, or approximately $1.8 million, was
utilized as the initial working capital for S&I. Quarterly installments of £300,000, or
approximately $532,000, began March 31, 2006, with the final payment due on March 31, 2010. As of
April 30, 2006, £5.7 million, or approximately $10.4 million of the UK Term Loan was outstanding
and the per annum interest rate was 6.38%.Expenses associated with the issuance of the Credit Agreement are classified as deferred loan
costs and totaled $501,000 and are being amortized as a non-cash charge to interest expense over
the term of the agreement (three years).We borrowed $8.0 million in October 2001 through a loan agreement funded with proceeds from
tax-exempt industrial development revenue bonds (Bonds). These Bonds were issued by the
Illinois Development Finance Authority and were used for the completion of our Northlake,
Illinois facility. While the Bonds mature in 2021, the reimbursement agreement requires annual
redemptions of $400,000. A sinking fund is used for the redemption of the Bonds. The Bonds bear
interest at a floating rate determined weekly by the Bonds remarketing agent, which was the
underwriter for the Bonds and is an affiliate of the bank. At April 30, 2006, approximately $6.4
million was outstanding on the bonds and the interest rate is based on similar types of
short-term municipal securities and was 3.9% per annum on April 30, 2006.We are currently engaged in an audit with the Internal Revenue Service (IRS) related to our tax
exempt industrial development revenue bonds. We have furnished the IRS various materials which
have been requested by the IRS in connection with the audit. The IRS is reviewing these materials
and has not yet informed us as to their conclusions.Some machinery and equipment used in our manufacturing facilities was financed through capital
lease agreements. These capital lease agreements are collateralized by the leased property. The
capital lease obligations are at a fixed interest rate of 3%.G.
    
    COMMITMENTS AND CONTINGENCIESLetters of Credit and BondsCertain customers require us to post a bank letter of credit guarantee or performance bonds
issued by a surety. These guarantees and performance bonds assure our customers that we will
perform under terms of our contract. In the event of default, the customer may demand payment
from the bank under a letter of credit or performance by the surety under a performance bond. To
date, there have been no significant expenses related to either for the periods reported. We were
contingently liable for secured and unsecured letters of credit of $12.5 million as of April 30,
2006. We also had performance bonds totaling approximately $143.8 million outstanding at April
30, 2006.In November 2005, we entered into a new facility agreement (Facility Agreement) with a large
international bank. The Facility Agreement provides for 1) £15.0 million in bonds (approximately
$26.0 million), 2) £1.5 million of forward exchange contracts and currency options (approximately
$2.6 million), and 3) the issuance of bonds and the entering into of forward exchange contracts
and currency options. At April 30, 2006, we had outstanding bonds of £0.8 million, or
approximately $1.4 million.ContingenciesThe Company previously entered into a construction joint venture agreement to supply, install,
and commission a Supervisory Control and Data Acquisition System (SCADA) to monitor and control
the distribution and delivery of fresh water to the City and County of San Francisco Public
Utility Commission (Commission). The project was substantially completed and has been
performing to the satisfaction of the Commission. However, various factors outside of the control
of the Company and its joint venture partner caused numerous changes and additions to the work
that in turn delayed the completion of the project. The Commission has withheld liquidated
damages and earned contract payments from the joint venture. The Company has made claims against
the Commission for various matters including compensation for extra work and delay to the
project.The Company is currently pursuing the recovery of amounts owed under the contract, as well as
legal and other costs incurred to prosecute its claim. Unless this matter is otherwise resolved,
this claim is scheduled to go to trial in 2006. As of April 30, 2006, the Company had
approximately $1.6 million recorded in the consolidated balance sheet for contractually owed
amounts in accounts receivable and costs and estimated earnings in excess of billings on
uncompleted contracts related to its portion of this contract. Consistent with Company policy,
only revenue to the extent of costs of directed change orders have been recorded by the Company.
No amounts have been recorded by the Company related to the Companys claims and counterclaims
alleging breach of the agreement. Although a failure to recover the amounts recorded could have a
material adverse effect on the Companys results of operations, the Company believes that, under
the circumstances and on the basis of information now available, an unfavorable outcome is
unlikely.See Note F for discussion related to our tax exempt industrial development revenue bonds.
 15




---



##### 



H.
    
    BUSINESS SEGMENTSWe manage our business through operating subsidiaries, which are comprised of two reportable
business segments: Electrical Power Products and Process Control Systems. Electrical Power
Products includes equipment and systems for the distribution and control of electrical energy.
Process Control Systems consists principally of instrumentation, computer controls,
communications, and data management systems to control and manage critical processes.On July 4, 2005, we acquired selected assets and assumed certain operating liabilities and
contracts of Switchgear & Instrumentation Limited in the United Kingdom. We refer to the acquired
business herein as S&I. The operating results and tangible assets of S&I are included in our
Electrical Power Products business segment as of that date.The tables below reflect certain information relating to our operations by segment. All revenues
represent sales from unaffiliated customers. The accounting policies of the segments are the same
as those described in the summary of significant accounting policies. Corporate expenses and
certain assets are allocated to the operating segments primarily based on revenues. The corporate
assets are mainly cash, cash equivalents, and marketable securities.Detailed information regarding our business segments is shown below (in thousands):
 Three Months Ended April 30,
    
    
    Six Months Ended April 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(As restated,
    
    
    
    
    
    
    (As restated,see Note J)
    
    
    
    
    
    
    see Note J)Revenues:Electrical Power Products
    
    $
    91,875
    
    
    $
    48,384
    
    
    $
    168,517
    
    
    $
    88,148Process Control Systems
    
    
    6,556
    
    
    
    10,530
    
    
    
    13,727
    
    
    
    18,455Total
    
    $
    98,431
    
    
    $
    58,914
    
    
    $
    182,244
    
    
    $
    106,603Gross profit:Electrical Power Products
    
    $
    18,250
    
    
    $
    5,950
    
    
    $
    30,910
    
    
    $
    11,182Process Control Systems
    
    
    1,961
    
    
    
    2,492
    
    
    
    3,674
    
    
    
    4,219Total
    
    $
    20,211
    
    
    $
    8,442
    
    
    $
    34,584
    
    
    $
    15,401Income (loss) before income taxes and minority interest:Electrical Power Products
    
    $
    5,906
    
    
    $
    (1,518
    )
    
    $
    6,901
    
    
    $
    (4,134
    )Process Control Systems
    
    
    365
    
    
    
    785
    
    
    
    726
    
    
    
    1,039Total
    
    $
    6,271
    
    
    $
    (733
    )
    
    $
    7,627
    
    
    $
    (3,095
    )
 April 30,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Identifiable tangible assets:Electrical Power Products
    
    $
    205,456
    
    
    $
    172,457Process Control Systems
    
    
    12,213
    
    
    
    10,762Corporate
    
    
    18,568
    
    
    
    39,219Total
    
    $
    236,237
    
    
    $
    222,438
 In addition, the Electrical Power Products business segment had $203,000 and $203,000 of goodwill
and $3,163,000 and $3,505,000 of intangible and other assets as of April 30, 2006 and October 31,
2005, respectively. Additionally, Corporate had $706,000 and $632,000 of deferred loan costs and
other assets as of April 30, 2006 and October 31, 2005, respectively, which are not included in
identifiable tangible assets above.I.
    
    CONSOLIDATION OF OPERATIONSTo reduce overhead costs and improve efficiency, we initiated a consolidation plan in fiscal 2004
to reduce the number of operating locations within our Electrical Power Products segment. The
majority of our consolidation changes related to severance and employee benefit expenses for
involuntary terminations in 2004. During the first six months of fiscal 2005, $66,000 of
additional shutdown costs and write downs of fixed assets were expensed and included in the
Condensed Consolidated Statements of Operations.J.
    
    ACCOUNTING RESTATEMENTThe Company previously restated the Consolidated Financial Statements for the eleven month
transition period ended September 30, 2006 and the fiscal year ended October 31, 2005 for errors
at one of its domestic divisions related to work-in-process inventory and accounts payable. The
accounting errors resulted from incorrectly analyzing and adjusting work-in-process inventory
balances and received goods accounts payable. These accounting errors were discovered by a new
controller
 16




---



##### 



who had just joined the division. This restatement increased cost of goods sold and reduced net
income for the periods stated below. Additionally, the previously issued Condensed Consolidated
Balance Sheet as of April 30, 2006 is being restated to reflect a reclassification between net
deferred income taxes and income taxes receivable related to a long-term contract. The income
tax provision included in the previously issued Condensed Consolidated Statements of Operations
for the three and six months ended April 30, 2006 is not impacted by the reclassification of
income tax accounts on the Condensed Consolidated Balance Sheet.The effects of the restatement adjustments on the Companys unaudited Condensed Consolidated
Statement of Operations follow (in thousands):
 Three 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
 17




---



##### 



The effects of the restatement adjustments on the Companys unaudited Condensed Consolidated
Balance Sheet follow (in thousands):
 April 30, 2006Inventories:As previously reported
    
    $
    26,051Adjustments
    
    
    17As restated
    
    $
    26,068Income taxes receivable:As previously reported
    
    $
    213Adjustments
    
    
    (158
    )As restated
    
    $
    55Deferred income taxes:As previously reported
    
    $
    798Reclassification
    
    
    695As restated
    
    $
    1,493Accounts payable:As previously reported
    
    $
    22,253Adjustments
    
    
    1,579As restated
    
    $
    23,832Retained earnings:As previously reported
    
    $
    141,908Adjustments
    
    
    (1,025
    )As restated
    
    $
    140,883
 18




---



##### 



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 and our Annual Report on Form 10-K as filed with the
Securities and Exchange Commission for the year ended October 31, 2005. In the course of
operations, we are subject to certain risk factors, including but not limited to competition and
competitive pressures, sensitivity to general economic and industry conditions, international
political and economic risks, availability and price of raw materials and execution of business
strategy. 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 actual results may
differ materially from those projected in the forward-looking statements.
 As discussed in Note J of Notes to Condensed Consolidated Financial Statements, our financial
statements as of and for the three and six months ended April 30, 2006 have been restated. The
accompanying managements discussion and analysis gives effect to that restatement.
 Overview
  Results of Operations
 Revenue and Gross Profit
   Electrical Power Products
   19




---



##### 



Process Control Systems
    Consolidated Selling, General, and Administrative Expenses
 Share-Based
Payment
  Interest Income and Expense
   20




---



##### 



Provision for Income Taxes
  Net Income
  Backlog
  Liquidity and Capital Resources
    Operating Activities
  Investing Activities
   21




---



##### 



Financing Activities
  Outlook
    
 Item 3. Quantitative And Qualitative Disclosures About Market Risk
    22




---



##### 



Item 4. Controls And Procedures
 Restatement
   Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  Remediation Plan
  23




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Nominee
    
    Votes Cast For
    
    Votes Cast Against
    
    Votes Withheld
    
    Abstentions
    
    Non-VotesJames F. Clark
    
    
    9,922,559
    
    
    
    
    
    
    
    41,005
    
    
    
    
    
    
    
    Stephen W. Seale, Jr.
    
    
    9,855,290
    
    
    
    
    
    
    
    108,274
    
    
    
    
    
    
    
    Robert C. Tranchon
    
    
    9,854,214
    
    
    
    
    
    
    
    109,350
    
    
    
    
    
    
    
    
 
 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).*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. 24




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##### 



SIGNATURES
  
 Date:
July 20, 2007
    
    /s/ THOMAS W. POWELL

Thomas W. PowellChairman and Chief Executive Officer(Principal Executive Officer)Date: July 20, 2007
    
    /s/ DON R. MADISON

Don R. MadisonExecutive Vice PresidentChief Financial and Administrative Officer(Principal Financial and Accounting Officer)
 25




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##### 



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).*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. 26