##### 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 January 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 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. ExhibitsSignaturesCertification 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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Three MonthsEndedJanuary 31, 2006Cost of goods sold:As previously reported
    
    $
    69,036Adjustments
    
    
    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
 4




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January 31, 2006Inventories:As previously reported
    
    $
    25,208Adjustments
    
    
    (144
    )As restated
    
    $
    25,064Income taxes receivable:As previously reported
    
    $
    234Adjustments
    
    
    (19
    )As restated
    
    $
    215Deferred income taxes:As previously reported
    
    $
    1,392Reclassification
    
    
    368As restated
    
    $
    1,760Accounts payable:As previously reported
    
    $
    22,692Adjustments
    
    
    886As restated
    
    $
    23,578Retained earnings:As previously reported
    
    $
    137,763Adjustments
    
    
    (681
    )As restated
    
    $
    137,082
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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)
 January 31,
    
    
    October 31,2006
    
    
    2005(Unaudited)(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    16,816
    
    
    $
    24,844Marketable securities
    
    
    10,200
    
    
    
    8,200Accounts receivable, less allowance for doubtful accounts of $665 and $567, respectively
    
    
    62,317
    
    
    
    65,385Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    44,509
    
    
    
    35,328Inventories, net
    
    
    25,064
    
    
    
    21,529Income taxes receivable
    
    
    215
    
    
    
    713Deferred income taxes
    
    
    1,760
    
    
    
    1,836Prepaid expenses and other current assets
    
    
    7,717
    
    
    
    4,461Total Current Assets
    
    
    168,598
    
    
    
    162,296Property, plant and equipment, net
    
    
    55,281
    
    
    
    55,678Goodwill
    
    
    203
    
    
    
    203Intangible assets, net
    
    
    3,186
    
    
    
    3,505Other assets
    
    
    3,779
    
    
    
    5,096Total Assets
    
    $
    231,047
    
    
    $
    226,778Liabilities and Stockholders EquityCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    2,615
    
    
    $
    2,095Income taxes payable
    
    
    1,389
    
    
    
    1,185Accounts payable
    
    
    23,578
    
    
    
    22,643Accrued salaries, bonuses and commissions
    
    
    8,754
    
    
    
    9,820Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    18,415
    
    
    
    15,742Accrued product warranty
    
    
    2,103
    
    
    
    1,836Other accrued expenses
    
    
    6,023
    
    
    
    5,957Total Current Liabilities
    
    
    62,877
    
    
    
    59,278Long-term debt and capital lease obligations, net of current maturities
    
    
    18,833
    
    
    
    19,436Deferred compensation
    
    
    1,727
    
    
    
    1,918Other liabilities
    
    
    1,794
    
    
    
    1,871Total Liabilities
    
    
    85,231
    
    
    
    82,503Commitments and contingencies (Note F)Minority interest
    
    
    299
    
    
    
    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; 10,855,378 and 10,849,278 shares outstanding, respectively
    
    
    110
    
    
    
    110Additional paid-in capital
    
    
    10,698
    
    
    
    10,252Retained earnings
    
    
    137,082
    
    
    
    136,250Treasury stock, 146,355 and 152,455 shares, respectively, at cost
    
    
    (1,359
    )
    
    
    (1,417
    )Accumulated other comprehensive income (loss)
    
    
    44
    
    
    
    (11
    )Deferred compensation
    
    
    (1,058
    )
    
    
    (1,190
    )Total Stockholders Equity
    
    
    145,517
    
    
    
    143,994Total Liabilities and Stockholders Equity
    
    $
    231,047
    
    
    $
    226,778
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Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Operations (unaudited)
 (In thousands, except per share data)
 Three Months Ended January 31,2006
    
    
    2005(As restated,see Note JRevenues
    
    $
    83,813
    
    
    $
    47,689Cost of goods sold
    
    
    69,440
    
    
    
    40,730Gross profit
    
    
    14,373
    
    
    
    6,959Selling, general and administrative expenses
    
    
    12,984
    
    
    
    9,521Income (loss) before interest, income taxes and minority interest
    
    
    1,389
    
    
    
    (2,562
    )Interest expense
    
    
    335
    
    
    
    77Interest income
    
    
    (302
    )
    
    
    (277
    )Income (loss) before income taxes and minority interest
    
    
    1,356
    
    
    
    (2,362
    )Income tax provision (benefit)
    
    
    506
    
    
    
    (924
    )Minority interest in net income (loss)
    
    
    18
    
    
    
    (12
    )Net income (loss)
    
    $
    832
    
    
    $
    (1,426
    )Net earnings (loss) per common share:Basic
    
    $
    0.08
    
    
    $
    (0.13
    )Diluted
    
    $
    0.08
    
    
    $
    (0.13
    )Weighted average shares:Basic
    
    
    10,853
    
    
    
    10,737Diluted
    
    
    11,004
    
    
    
    10,737
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Powell Industries, Inc. and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
 (In thousands)
 Three Months Ended January 31,2006
    
    
    2005(As restated,see Note J)Operating Activities:Net income (loss)
    
    $
    832
    
    
    $
    (1,426
    )Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    1,805
    
    
    
    1,158Amortization of unearned restricted stock
    
    
    52
    
    
    
    17Bad debt expense
    
    
    98
    
    
    
    62Loss on disposition of assets
    
    
    48
    
    
    
    49Deferred income taxes
    
    
    331
    
    
    
    (1,320
    )Stock-based compensation
    
    
    417
    
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    2,914
    
    
    
    (7,661
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (9,195
    )
    
    
    1,615Inventories
    
    
    (3,550
    )
    
    
    (2,428
    )Prepaid expenses and other current assets
    
    
    (3,128
    )
    
    
    (2,121
    )Other assets
    
    
    1,301
    
    
    
    68Accounts payable and income taxes payable
    
    
    1,163
    
    
    
    520Accrued liabilities
    
    
    (725
    )
    
    
    (3,763
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    2,678
    
    
    
    3,081Deferred compensation
    
    
    (111
    )
    
    
    130Other liabilities
    
    
    135
    
    
    
    25Net cash used in operating activities
    
    
    (4,935
    )
    
    
    (11,994
    )Investing Activities:Proceeds from sale of fixed assets
    
    
    21
    
    
    
    39Purchases of property, plant and equipment
    
    
    (1,178
    )
    
    
    (1,539
    )Proceeds from sale of short-term auction rate securities
    
    
    
    
    
    
    7,635Purchase of short-term auction rate securities
    
    
    (2,000
    )
    
    
    Net cash (used in) provided by investing activities
    
    
    (3,157
    )
    
    
    6,135Financing Activities:Borrowings on revolving line of credit
    
    
    2,820
    
    
    
    1,348Repayments on revolving line of credit
    
    
    (2,820
    )
    
    
    (1,348
    )Payments on capital lease obligations
    
    
    (13
    )
    
    
    Tax benefit from exercise of stock options
    
    
    19
    
    
    
    31Proceeds from exercise of stock options
    
    
    67
    
    
    
    88Net cash provided by financing activities
    
    
    73
    
    
    
    119Net decrease in cash and cash equivalents
    
    
    (8,019
    )
    
    
    (5,740
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (9
    )
    
    
    Cash and cash equivalents at beginning of period
    
    
    24,844
    
    
    
    8,974Cash and cash equivalents at end of period
    
    $
    16,816
    
    
    $
    3,234Supplemental disclosures of cash flow information:Cash (received) paid during the period for:Interest
    
    $
    278
    
    
    $
    77Income taxes
    
    $
    (201
    )
    
    $
    387Non-cash investing and financing activities:Change in fair value of marketable securities during the period, net of $0 and
$7 income taxes, respectively
    
    $
    
    
    
    $
    (12
    )Unrealized foreign currency gain
    
    $
    13
    
    
    $
    
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POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Notes To Condensed Consolidated Financial Statements (Unaudited)
  Overview
  Basis of Presentation
   Use of Estimates
  Foreign Currency Translation
 Foreign Currency Translation
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Stock-Based Compensation
 Share-Based Payment Accounting for
Stock-Based Compensation
   Three Months EndedJanuary 31, 2005Net loss, as reported
    
    $
    (1,426
    )Less: Stock option compensation expense
    
    
    (166
    )Net loss, pro forma
    
    $
    (1,592
    )Net loss per share:Basic and diluted, as reported
    
    $
    (0.13
    )Basic and diluted, pro forma
    
    $
    (0.15
    )
  RemainingWeighted-
    
    Weighted-Average
    
    AggregateStock
    
    average
    
    Contractual Term
    
    Intrinsic ValueOptions
    
    Exercise Price
    
    (Years)
    
    (in thousands)Outstanding at October 31, 2005
    
    
    908,690Granted
    
    
    Exercised
    
    
    6,100Forfeited
    
    
    Outstanding at January 31, 2006
    
    
    902,590
    
    
    $
    16.40
    
    
    
    4.03
    
    
    $
    4,219Exercisable at January 31, 2006
    
    
    412,270
    
    
    $
    15.31
    
    
    
    2.50
    
    
    $
    2,365
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Accumulated Other Comprehensive Income (Loss)
  Reclassifications
    11




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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 EndedJanuary 31, 2005Revenues
    
    $
    64,116Net loss
    
    $
    (1,745
    )Net loss per common share:Basic
    
    $
    (0.16
    )Diluted
    
    $
    (0.16
    )
  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;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
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##### Table of Contents



Three Months EndedJanuary 31,2006
    
    
    2005(As restated,see Note J)Numerator:Net income (loss)
    
    $
    832
    
    
    $
    (1,426
    )Denominator:Denominator for basic earnings (loss) per share-weighted average shares
    
    
    10,853
    
    
    
    10,737Dilutive effect of stock options
    
    
    151
    
    
    
    Denominator for diluted earnings (loss) per share-adjusted weighted
average shares with assumed conversions
    
    
    11,004
    
    
    
    10,737Net earnings (loss) per share:Basic
    
    $
    0.08
    
    
    $
    (0.13
    )Diluted
    
    $
    0.08
    
    
    $
    (0.13
    )
   Allowance of Doubtful Accounts
  Three Months EndedJanuary 31,2006
    
    
    2005Balance at beginning of period
    
    $
    567
    
    
    $
    617Adjustments to the allowance
    
    
    98
    
    
    
    61Deductions for uncollectible accounts written off, net of recoveries
    
    
    
    
    
    
    (4
    )Balance at end of period
    
    $
    665
    
    
    $
    674
 Warranty Accrual
  Three Months EndedJanuary 31,2006
    
    
    2005Balance at beginning of period
    
    $
    1,836
    
    
    $
    1,545Additions to the accrual
    
    
    727
    
    
    
    287Deductions for warranty charges
    
    
    (460
    )
    
    
    (444
    )Balance at end of period
    
    $
    2,103
    
    
    $
    1,388
 Inventories
  January 31,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Raw materials, parts and subassemblies
    
    $
    14,561
    
    
    $
    12,794Work-in-progress
    
    
    10,503
    
    
    
    8,735Total Inventories
    
    $
    25,064
    
    
    $
    21,529
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Costs and Estimated Earnings on Uncompleted Contracts
  January 31,
    
    
    October 31,2006
    
    
    2005Costs incurred on uncompleted contracts
    
    $
    234,855
    
    
    $
    293,741Estimated earnings
    
    
    48,352
    
    
    
    55,360283,207
    
    
    
    349,101Less: Billings to date
    
    
    257,113
    
    
    
    329,515$
    26,094
    
    
    $
    19,586Included in accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    44,509
    
    
    $
    35,328Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (18,415
    )
    
    
    (15,742
    )$
    26,094
    
    
    $
    19,586
   Three Months EndedJanuary 31,2006
    
    
    2005(As restated,see Note J)Net income (loss)
    
    $
    832
    
    
    $
    (1,426
    )Unrealized gain (loss) on marketable securities
    
    
    
    
    
    
    (12
    )Unrealized gain (loss) on foreign currency translation
    
    
    13
    
    
    
    (19
    )Comprehensive income (loss)
    
    $
    845
    
    
    $
    (1,457
    )
  Letters of Credit and Bonds
  Other Contingencies
   14




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Three Months EndedJanuary 31,2006
    
    
    2005(As restated,see Note J)Revenues:Electrical Power Products
    
    $
    76,642
    
    
    $
    39,764Process Control Systems
    
    
    7,171
    
    
    
    7,925Total
    
    $
    83,813
    
    
    $
    47,689Gross profit:Electrical Power Products
    
    $
    12,660
    
    
    $
    5,232Process Control Systems
    
    
    1,713
    
    
    
    1,727Total
    
    $
    14,373
    
    
    $
    6,959Income (loss) before income taxes and minority interest:Electrical Power Products
    
    $
    995
    
    
    $
    (2,617
    )Process Control Systems
    
    
    361
    
    
    
    255Total
    
    $
    1,356
    
    
    $
    (2,362
    )
 January 31,
    
    
    October 31,2006
    
    
    2005(As restated,
    
    
    (As restated,see Note J)
    
    
    see Note J)Identifiable tangible assets:Electrical Power Products
    
    $
    184,606
    
    
    $
    172,457Process Control Systems
    
    
    11,256
    
    
    
    10,762Corporate
    
    
    31,209
    
    
    
    39,219Total
    
    $
    227,071
    
    
    $
    222,438
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Three MonthsEndedJanuary 31, 2006Cost of goods sold:As previously reported
    
    $
    69,036Adjustments
    
    
    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
 17




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January 31, 2006Inventories:As previously reported
    
    $
    25,208Adjustments
    
    
    (144
    )As restated
    
    $
    25,064Income taxes receivable:As previously reported
    
    $
    234Adjustments
    
    
    (19
    )As restated
    
    $
    215Deferred income taxes:As previously reported
    
    $
    1,392Reclassification
    
    
    368As restated
    
    $
    1,760Accounts payable:As previously reported
    
    $
    22,692Adjustments
    
    
    886As restated
    
    $
    23,578Retained earnings:As previously reported
    
    $
    137,763Adjustments
    
    
    (681
    )As restated
    
    $
    137,082
 18




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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 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 the 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 months ended 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
  Electrical Power Products
   Process Control Systems
  19




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Consolidated Selling, General, and Administrative Expenses
  Interest Income and Expense
   Provision for Income Taxes
  Net Income
  Backlog
  Liquidity and Capital Resources
   20




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Operating Activities
  Investing Activities
   Financing Activities
  Outlook
    
 Item 3. Quantitative And Qualitative Disclosures About Market Risk
    21




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Item 4. Controls And Procedures
 Restatement
   Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  Remediation Plan
  22




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 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
    
    
    
    
    
    
    First Amendment to Credit Agreement dated November 7, 2005, among Powell
Industries, Inc.; Inhoco 3210 Limited (n/k/a Switchgear and 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).*10.2
    
    
    
    
    
    
    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).**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.**
    
    Filed herewith. 23




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##### Table of Contents



SIGNATURES
  
 Date:   July 20, 2007
    /s/ THOMAS W. POWELLThomas W. PowellChairman and Chief Executive Officer
(Principal Executive Officer) Date:    July 20, 2007
    /s/ DON R. MADISONDon R. MadisonExecutive Vice President
Chief Financial and Administrative Officer
(Principal Financial and Accounting Officer) 24




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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
    
    
    
    
    
    
    First Amendment to Credit Agreement dated November 7, 2005, among Powell
Industries, Inc.; Inhoco 3210 Limited (n/k/a Switchgear and 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).*10.2
    
    
    
    
    
    
    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).**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.**
    
    Filed herewith. 25