##### Table of Contents



UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-12488
 Powell Industries, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    88-0106100(I.R.S. Employer
Identification No.)8550 Mosley Drive,Houston, Texas
    
    77075-1180(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
 (713) 944-6900
 þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePart I  Financial InformationItem 1. Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24Part II  Other InformationItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27EX-31.1EX-31.2EX-32.1EX-32.2
  2




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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 30,2008
    
    
    2008(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    24,957
    
    
    $
    10,134Accounts receivable, less allowance for doubtful accounts of $1,082 and $1,180, respectively
    
    
    133,450
    
    
    
    132,446Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    81,908
    
    
    
    82,574Inventories, net
    
    
    63,683
    
    
    
    72,679Income taxes receivable
    
    
    140
    
    
    
    149Deferred income taxes
    
    
    2,532
    
    
    
    1,518Prepaid expenses and other current assets
    
    
    2,459
    
    
    
    3,935Total Current Assets
    
    
    309,129
    
    
    
    303,435Property, plant and equipment, net
    
    
    59,839
    
    
    
    61,546Goodwill
    
    
    1,084
    
    
    
    1,084Intangible assets, net
    
    
    23,758
    
    
    
    25,014Other assets
    
    
    6,471
    
    
    
    6,555Total Assets
    
    $
    400,281
    
    
    $
    397,634LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    11,649
    
    
    $
    7,814Income taxes payable
    
    
    4,293
    
    
    
    7,223Accounts payable
    
    
    57,055
    
    
    
    54,168Accrued salaries, bonuses and commissions
    
    
    18,247
    
    
    
    26,361Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    66,199
    
    
    
    39,336Accrued product warranty
    
    
    7,291
    
    
    
    6,793Other accrued expenses
    
    
    13,016
    
    
    
    11,041Total Current Liabilities
    
    
    177,750
    
    
    
    152,736Long-term debt and capital lease obligations, net of current maturities
    
    
    8,709
    
    
    
    33,944Deferred compensation
    
    
    2,764
    
    
    
    2,821Postretirement benefit obligation
    
    
    832
    
    
    
    807Other liabilities
    
    
    207
    
    
    
    204Total Liabilities
    
    
    190,262
    
    
    
    190,512Commitments and Contingencies (Note G)Minority Interest
    
    
    523
    
    
    
    248Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,432,660 and 11,403,687
shares issued, respectively; 11,432,660 and 11,403,687 shares outstanding, respectively
    
    
    114
    
    
    
    114Additional paid-in capital
    
    
    27,511
    
    
    
    26,921Retained earnings
    
    
    188,097
    
    
    
    180,244Accumulated other comprehensive income
    
    
    (5,416
    )
    
    
    335Deferred compensation
    
    
    (810
    )
    
    
    (740
    )Total Stockholders Equity
    
    
    209,496
    
    
    
    206,874Total Liabilities and Stockholders Equity
    
    $
    400,281
    
    
    $
    397,634
  3




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
 Three Months EndedDecember 31, 2008
    
    
    December 31, 2007Revenues
    
    $
    170,489
    
    
    $
    147,121Cost of goods sold
    
    
    135,987
    
    
    
    120,426Gross profit
    
    
    34,502
    
    
    
    26,695Selling, general and administrative expenses
    
    
    21,561
    
    
    
    20,111Income before interest, income taxes and minority interest
    
    
    12,941
    
    
    
    6,584Interest expense
    
    
    472
    
    
    
    865Interest income
    
    
    (57
    )
    
    
    (115
    )Income before income taxes and minority interest
    
    
    12,526
    
    
    
    5,834Income tax provision
    
    
    4,397
    
    
    
    2,129Minority interest
    
    
    276
    
    
    
    119Net income
    
    $
    7,853
    
    
    $
    3,586Net earnings per common share:Basic
    
    $
    0.69
    
    
    $
    0.32Diluted
    
    $
    0.68
    
    
    $
    0.32Weighted average shares:Basic
    
    
    11,413
    
    
    
    11,155Diluted
    
    
    11,479
    
    
    
    11,372
  4




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months EndedDecember 31, 2008
    
    
    December 31, 2007Operating Activities:Net income
    
    $
    7,853
    
    
    $
    3,586Adjustments to reconcile net income to net cash used in operating
activities:Depreciation
    
    
    1,918
    
    
    
    1,963Amortization
    
    
    877
    
    
    
    934Amortization of unearned restricted stock
    
    
    158
    
    
    
    85Stock-based compensation
    
    
    590
    
    
    
    808Minority interest
    
    
    276
    
    
    
    119Gain on disposition of assets
    
    
    8
    
    
    
    9Bad debt expense
    
    
    384
    
    
    
    70Deferred income taxes
    
    
    (916
    )
    
    
    (197
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (4,457
    )
    
    
    (24,556
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (216
    )
    
    
    14,714Inventories
    
    
    8,105
    
    
    
    (11,705
    )Prepaid expenses and other current assets
    
    
    1,508
    
    
    
    191Other assets
    
    
    (21
    )
    
    
    (46
    )Accounts payable and income taxes payable
    
    
    1,244
    
    
    
    (9,808
    )Accrued liabilities
    
    
    (6,635
    )
    
    
    (3,784
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    27,554
    
    
    
    12,856Deferred compensation
    
    
    (285
    )
    
    
    124Other liabilities
    
    
    26
    
    
    
    30Net cash provided by (used in) operating activities
    
    
    37,971
    
    
    
    (14,607
    )Investing Activities:Proceeds from sale of fixed assets
    
    
    1
    
    
    
    Purchases of property, plant and equipment
    
    
    (1,965
    )
    
    
    (746
    )Net cash used in investing activities
    
    
    (1,964
    )
    
    
    (746
    )Financing Activities:Borrowings on US revolving line of credit
    
    
    50,953
    
    
    
    31,452Payments on US revolving line of credit
    
    
    (69,953
    )
    
    
    (15,952
    )Payments on UK term loan
    
    
    (434
    )
    
    
    (614
    )Payments on industrial development revenue bonds
    
    
    (400
    )
    
    
    (400
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    1,510Tax benefit from exercise of stock options
    
    
    
    
    
    
    719Payments on short-term and other financing
    
    
    (13
    )
    
    
    (13
    )Net cash (used in) provided by financing activities
    
    
    (19,847
    )
    
    
    16,702Net increase in cash and cash equivalents
    
    
    16,160
    
    
    
    1,349Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,337
    )
    
    
    (53
    )Cash and cash equivalents at beginning of period
    
    
    10,134
    
    
    
    5,257Cash and cash equivalents at end of period
    
    $
    24,957
    
    
    $
    6,553
  5




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
  Overview
   Basis of Presentation
    Use of Estimates
  Fair Value Measurements
 Fair Value Measurements
 6




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Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 Effective Date of FASB Statement No. 157 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Foreign Currency Translation
 Foreign
Currency Translation
 Derivative Financial Instruments
   Accumulated Other Comprehensive Income (Loss)
  7




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Income Taxes
  Accounting for Uncertainty in
Income Taxes  an Interpretation of FASB Statement No. 109
     New Accounting Standards
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and
Hedging Activities
 8




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Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per
Share
 Determining the Fair Value of a Financial Asset in a Market That is Not Active Accounting Change and Error Corrections
 Equity Method Investment Considerations
 9




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Employers Disclosures about Postretirement
Benefit Plan Assets Employers
Disclosures about Pensions and Other Postretirement Benefits
   Three Months EndedDecember 31,2008
    
    
    2007Numerator:Net income
    
    $
    7,853
    
    
    $
    3,586Denominator:Denominator for basic earnings per share-weighted average shares
    
    
    11,413
    
    
    
    11,155Dilutive effect of stock options and restricted stock
    
    
    66
    
    
    
    217Denominator for diluted earnings per share-adjusted weighted average shares with assumed conversions
    
    
    11,479
    
    
    
    11,372Net earnings per share:Basic
    
    $
    0.69
    
    
    $
    0.32Diluted
    
    $
    0.68
    
    
    $
    0.32
   Overview and Summary of Significant Accounting Policies,
     10




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Fair Value Measurements Using InputsConsidered as
    
    Fair Value atLevel 1
    
    Level 2
    
    Level 3
    
    December 31, 2008AssetsCash equivalents
    
    $
    125
    
    
    $
    
    
    
    $
    
    
    
    $
    125Foreign currency forward contracts
    
    
    
    
    
    $
    205
    
    
    $
    
    
    
    
    205Total
    
    $
    125
    
    
    $
    205
    
    
    $
    
    
    
    $
    330LiabilitiesForeign currency forward contracts
    
    $
    
    
    
    $
    2,792
    
    
    $
    
    
    
    $
    2,792Total
    
    $
    
    
    
    $
    2,792
    
    
    $
    
    
    
    $
    2,792
    Allowance for Doubtful Accounts
  Three Months EndedDecember 31,2008
    
    
    2007Balance at beginning of period
    
    $
    1,180
    
    
    $
    1,739Accrued bad debt expense
    
    
    334
    
    
    
    70Deductions for uncollectible accounts written off, net of recoveries
    
    
    (385
    )
    
    
    (134
    )Decrease due to foreign currency translation
    
    
    (47
    )
    
    
    (7
    )Balance at end of period
    
    $
    1,082
    
    
    $
    1,668
 Warranty Accrual
  Three Months EndedDecember 31,2008
    
    
    2007Balance at beginning of period
    
    $
    6,793
    
    
    $
    5,787Accrued warranty expense
    
    
    1,468
    
    
    
    1,125Deductions for warranty charges
    
    
    (564
    )
    
    
    (712
    )Decrease due to foreign currency translation
    
    
    (406
    )
    
    
    (38
    )Balance at end of period
    
    $
    7,291
    
    
    $
    6,162
 11




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Inventories
  December 31,
    
    
    September 30,2008
    
    
    2008Raw materials, parts and subassemblies
    
    $
    50,971
    
    
    $
    57,742Work-in-progress
    
    
    12,712
    
    
    
    14,937Total inventories
    
    $
    63,683
    
    
    $
    72,679
 Cost and Estimated Earnings on Uncompleted Contracts
  December 31,
    
    
    September 30,2008
    
    
    2008Costs incurred on uncompleted contracts
    
    $
    518,106
    
    
    $
    513,549Estimated earnings
    
    
    121,870
    
    
    
    120,571639,976
    
    
    
    634,120Less: Billings to date
    
    
    624,267
    
    
    
    590,882$
    15,709
    
    
    $
    43,238Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    81,908
    
    
    $
    82,574Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (66,199
    )
    
    
    (39,336
    )$
    15,709
    
    
    $
    43,238
   Three Months EndedDecember 31,2008
    
    
    2007Net income
    
    $
    7,853
    
    
    $
    3,586Unrealized loss on foreign currency translation
    
    
    (4,020
    )
    
    
    (486
    )Unrealized loss on derivative contracts
    
    
    (1,731
    )
    
    
    Comprehensive income
    
    $
    2,102
    
    
    $
    3,100
   December 31,
    
    
    September 30,2008
    
    
    2008US Revolver
    
    $
    
    
    
    $
    19,000UK Revolver
    
    
    2,172
    
    
    
    2,726UK Term Loan
    
    
    3,474
    
    
    
    4,907Deferred acquisition payable
    
    
    9,512
    
    
    
    9,512Industrial development revenue bonds
    
    
    5,200
    
    
    
    5,600Capital lease obligations
    
    
    
    
    
    
    13Subtotal long-term debt and capital lease obligations
    
    
    20,358
    
    
    
    41,758Less current portion
    
    
    (11,649
    )
    
    
    (7,814
    )Total long-term debt and capital lease obligations
    
    $
    8,709
    
    
    $
    33,944
 US and UK Revolvers
  12




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Minimum Tangible Net Worth
 Minimum Fixed Charge Coverage Ratio
 Maximum Leverage Ratio
  13




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UK Term Loan
  Deferred Acquisition Payable
 ®
 Industrial Development Revenue Bonds
   Letters of Credit and Bonds
    14




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Litigation
  Other Contingencies
      Restricted Stock Units
   15




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Stock Options
  RemainingWeighted
    
    WeightedAverage
    
    Average
    
    AggregateStock
    
    Exercise
    
    Contractual
    
    IntrinsicOptions
    
    Price
    
    Term (Years)
    
    Value(In thousands)Outstanding at September 30, 2008
    
    
    267,300
    
    
    $
    17.14Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2008
    
    
    267,300
    
    
    $
    17.14
    
    
    
    2.66
    
    
    $
    4,581Exercisable at December 31, 2008
    
    
    189,300
    
    
    $
    16.60
    
    
    
    2.32
    
    
    $
    3,143
  Accounting for Certain Derivatives
and Certain Hedging Activities
 Hedging  General: Assessing Hedge Effectiveness of Fair Value
and Cash Flow Hedges Period-by-Period or Cumulatively under a Dollar-Offset Approach,
   December 31, 2008
    
    September 30, 2008Notional
    
    Fair
    
    Notional
    
    FairAmount
    
    Value
    
    Amount
    
    ValueForeign Currency Forward Contracts
    
    $
    21,766
    
    
    $
    2,587
    
    
    $
    
    
    
    $
    
 16




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Three Months EndedDecember 31,2008
    
    
    2007Revenues:Electrical Power Products
    
    $
    163,910
    
    
    $
    141,089Process Control Systems
    
    
    6,579
    
    
    
    6,032Total
    
    $
    170,489
    
    
    $
    147,121Gross profit:Electrical Power Products
    
    $
    32,172
    
    
    $
    24,844Process Control Systems
    
    
    2,330
    
    
    
    1,851Total
    
    $
    34,502
    
    
    $
    26,695Income before income taxes and minority interest:Electrical Power Products
    
    $
    12,119
    
    
    $
    5,614Process Control Systems
    
    
    407
    
    
    
    220Total
    
    $
    12,526
    
    
    $
    5,834
 December 31, 2008
    
    
    September 30, 2008Identifiable tangible assets:Electrical Power Products
    
    $
    330,334
    
    
    $
    342,105Process Control Systems
    
    
    8,056
    
    
    
    8,734Corporate
    
    
    36,842
    
    
    
    20,507Total
    
    $
    375,232
    
    
    $
    371,346
  17




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis 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 Quarterly Report on Form 10-Q and with our Annual Report
on Form 10-K for the year ended September 30, 2008, which was filed with the Securities and
Exchange Commission on December 10, 2008 and is available on the SECs website at www.sec.gov.
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
    
    
    The current worldwide financial crisis and economic downturn may likely affect our
customer base and suppliers, and could materially affect our backlog and profits.
    
    The U.S. governments proposed plan to address the financial crises may not be effective
to stabilize the financial markets or to increase the availability of credit.
    
    Our industry is highly competitive.
    
    International and political events may adversely affect our operations.
    
    Fluctuations in the price and supply of raw materials used to manufacture our products
may reduce our profits.
    
    Our use of percentage-of-completion accounting could result in a reduction or elimination
of previously reported profits.
    
    Our dependence upon fixed-price contracts could result in reduced profits or, in some
cases, losses, if costs increase above our estimates.
    
    Our acquisition strategy involves a number of risks.
    
    We may not be able to fully realize the revenue value reported in our backlog.
    
    Our operating results may vary significantly from quarter to quarter.
    
    We may be unsuccessful at generating internal growth.
    
    The departure of key personnel could disrupt our business.
    
    Our business requires skilled labor, and we may be unable to attract and retain qualified
employees.
    
    Failure to successfully comply with Section 404 of the Sarbanes-Oxley Act of 2002 could
negatively impact our business.
    
    Actual and potential claims, lawsuits and proceedings could ultimately reduce our
profitability and liquidity and weaken our financial condition.
    
    We carry insurance against many potential liabilities, and our risk management program
may leave us exposed to unidentified or unanticipated risks.
    
    Technological innovations by competitors may make existing products and production
methods obsolete.
    
    Catastrophic events could disrupt our business.
  18




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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 Expense and Income
   Provision for Income Taxes
   Net Income
  Backlog
  Liquidity and Capital Resources
   20




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Operating Activities
  Investing Activities
  Financing Activities
  New Accounting Standards
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and
Hedging Activities
 21




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Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per
Share
 Determining the Fair Value of a Financial Asset in a Market That is Not Active Accounting Change and Error Corrections
 Equity Method Investment Considerations
 Employers Disclosures about Postretirement
Benefit Plan Assets Employers
Disclosures about Pensions and Other Postretirement Benefits
 22




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Critical Accounting Policies
   Outlook for Fiscal 2009
 ®
    23




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Currency Transaction Risk
   Commodity Price Risk
  Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  24




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Internal Control over Financial Reporting
  Design and Operation of Control Systems
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
    25




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Item 1A. Risk Factors
  
 Item 6. Exhibits
 Number
    
    
    
    Description of Exhibits3.1
    
    
    
    Certificate of Incorporation of Powell Industries, Inc. filed with the
Secretary of State of the State of Delaware on February 11, 2004 (filed as
Exhibit 3.1 to our Form 8-A/A filed November 1, 2004, and incorporated herein
by reference).3.2
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A
filed November 1, 2004, and incorporated herein by reference).10.1
    
    
    
    Seventh Amendment to Credit Agreement, dated as of December 10, 2008, among
Powell Industries, Inc., as Parent, the subsidiaries of Powell Industries,
Inc. identified therein, as Borrowers, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C issuer, and the Lenders Party
thereto (filed as Exhibit 10.24 to our Form 10-K filed December 10, 2008, 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.
 
 *
    
    Filed herewith 26




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##### Table of Contents



SIGNATURES
  POWELL INDUSTRIES, INC.
(Registrant)February 9, 2009
    By:
    /s/ Patrick L. McDonaldDate
    
    Patrick L. McDonaldPresident and Chief Executive Officer
(Principal Executive Officer)February 9, 2009
    By:
    /s/ Don R. MadisonDate
    
    Don R. MadisonExecutive Vice President
Chief Financial and Administrative Officer
(Principal Financial and Accounting Officer) 27




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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
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A filed
November 1, 2004, and incorporated herein by reference).10.1
    
    
    
    Seventh Amendment to Credit Agreement, dated as of December 10, 2008, among Powell
Industries, Inc., as Parent, the subsidiaries of Powell Industries, Inc. identified
therein, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C issuer, and the Lenders Party thereto (filed as Exhibit 10.24 to our
Form 10-K filed December 10, 2008, 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.
 
 *
    
    Filed herewith 28