##### 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, 2009
 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(Address of principal executive offices)
    
    77075-1180(Zip Code)
 Registrants telephone number, including area code:
 (713) 944-6900
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePart I  Financial Information
    
    
    3Item 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
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    24Part II  Other Information
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### 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 30,2009
    
    
    2009(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    83,179
    
    
    $
    97,403Cash held in escrow
    
    
    2,383
    
    
    
    Accounts receivable, less allowance for doubtful accounts of $2,580 and $1,607, respectively
    
    
    113,133
    
    
    
    114,274Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    43,248
    
    
    
    46,335Inventories, net
    
    
    43,249
    
    
    
    46,252Income taxes receivable
    
    
    81
    
    
    
    695Deferred income taxes
    
    
    3,640
    
    
    
    3,303Prepaid expenses and other current assets
    
    
    6,528
    
    
    
    6,741Total Current Assets
    
    
    295,441
    
    
    
    315,003Property, plant and equipment, net
    
    
    67,601
    
    
    
    61,036Goodwill
    
    
    8,479
    
    
    
    1,084Intangible assets, net
    
    
    26,318
    
    
    
    21,305Other assets
    
    
    6,872
    
    
    
    6,412Total Assets
    
    $
    404,711
    
    
    $
    404,840LIABILITIES AND EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    2,316
    
    
    $
    4,692Income taxes payable
    
    
    4,165
    
    
    
    7,637Accounts payable
    
    
    40,506
    
    
    
    48,124Accrued salaries, bonuses and commissions
    
    
    17,795
    
    
    
    24,503Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    42,427
    
    
    
    44,772Accrued product warranty
    
    
    7,437
    
    
    
    7,558Other accrued expenses
    
    
    8,935
    
    
    
    11,856Total Current Liabilities
    
    
    123,581
    
    
    
    149,142Long-term debt and capital lease obligations, net of current maturities
    
    
    19,200
    
    
    
    4,800Deferred compensation
    
    
    2,791
    
    
    
    2,685Postretirement benefit obligation
    
    
    778
    
    
    
    784Other liabilities
    
    
    210
    
    
    
    212Total Liabilities
    
    
    146,560
    
    
    
    157,623Commitments and Contingencies (Note H)EquityStockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,543,084 and 11,479,610
shares issued, respectively; 11,543,084 and 11,479,610 shares outstanding, respectively
    
    
    115
    
    
    
    115Additional paid-in capital
    
    
    30,804
    
    
    
    29,970Retained earnings
    
    
    229,605
    
    
    
    219,961Accumulated other comprehensive income
    
    
    (2,191
    )
    
    
    (2,716
    )Deferred compensation
    
    
    (739
    )
    
    
    (569
    )Total Stockholders Equity
    
    
    257,594
    
    
    
    246,761Noncontrolling interest
    
    
    557
    
    
    
    456Total Equity
    
    
    258,151
    
    
    
    247,217Total Liabilities and Equity
    
    $
    404,711
    
    
    $
    404,840
  3




---



##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
 Three Months EndedDecember 31, 2009
    
    
    December 31, 2008Revenues
    
    $
    135,916
    
    
    $
    170,489Cost of goods sold
    
    
    98,099
    
    
    
    135,987Gross profit
    
    
    37,817
    
    
    
    34,502Selling, general and administrative expenses
    
    
    22,641
    
    
    
    21,561Operating income
    
    
    15,176
    
    
    
    12,941Interest expense
    
    
    182
    
    
    
    472Interest income
    
    
    (42
    )
    
    
    (57
    )Income before income taxes
    
    
    15,036
    
    
    
    12,526Income tax provision
    
    
    5,291
    
    
    
    4,397Net income
    
    
    9,745
    
    
    
    8,129Net income attributable to noncontrolling interest
    
    
    (101
    )
    
    
    (276
    )Net income attributable to Powell Industries, Inc.
    
    $
    9,644
    
    
    $
    7,853Earnings per share attributable to Powell Industries, Inc.:Basic
    
    $
    0.84
    
    
    $
    0.69Diluted
    
    $
    0.83
    
    
    $
    0.68Weighted average shares:Basic
    
    
    11,476
    
    
    
    11,413Diluted
    
    
    11,626
    
    
    
    11,479
  4




---



##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months EndedDecember 31, 2009
    
    
    December 31, 2008Operating Activities:Net income
    
    $
    9,745
    
    
    $
    8,129Adjustments to reconcile net income to net cash used in operating activities:Depreciation
    
    
    2,001
    
    
    
    1,918Amortization
    
    
    871
    
    
    
    877Stock-based compensation
    
    
    817
    
    
    
    748Bad debt expense
    
    
    1,302
    
    
    
    384Deferred income taxes
    
    
    (537
    )
    
    
    (916
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    17,557
    
    
    
    (4,457
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    3,089
    
    
    
    (216
    )Inventories
    
    
    8,195
    
    
    
    8,105Prepaid expenses and other current assets
    
    
    3,691
    
    
    
    1,508Other assets
    
    
    (287
    )
    
    
    (21
    )Accounts payable and income taxes payable
    
    
    (17,760
    )
    
    
    1,244Accrued liabilities
    
    
    (11,080
    )
    
    
    (6,635
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (2,360
    )
    
    
    27,554Deferred compensation
    
    
    106
    
    
    
    (285
    )Other
    
    
    (21
    )
    
    
    34Net cash provided by operating activities
    
    
    15,329
    
    
    
    37,971Investing Activities:Proceeds from sale of fixed assets
    
    
    14
    
    
    
    1Purchases of property, plant and equipment
    
    
    (614
    )
    
    
    (1,965
    )Acquisition of Powell Canada
    
    
    (21,828
    )
    
    
    Net cash used in investing activities
    
    
    (22,428
    )
    
    
    (1,964
    )Financing Activities:Borrowings on US revolving line of credit
    
    
    
    
    
    
    50,953Payments on US revolving line of credit
    
    
    
    
    
    
    (69,953
    )Payments on UK term loan
    
    
    
    
    
    
    (434
    )Payments on Canadian revolving line of credit
    
    
    (1,215
    )
    
    
    Payments on industrial development revenue bonds
    
    
    (400
    )
    
    
    (400
    )Payment on deferred acquisition payable
    
    
    (4,292
    )
    
    
    Proceeds from exercise of stock options
    
    
    121
    
    
    
    Tax benefit from exercise of stock options
    
    
    62
    
    
    
    Payments on short-term and other financing
    
    
    
    
    
    
    (13
    )Net cash used in financing activities
    
    
    (5,724
    )
    
    
    (19,847
    )Net (decrease) increase in cash and cash equivalents
    
    
    (12,823
    )
    
    
    16,160Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,401
    )
    
    
    (1,337
    )Cash and cash equivalents at beginning of period
    
    
    97,403
    
    
    
    10,134Cash and cash equivalents at end of period
    
    $
    83,179
    
    
    $
    24,957
  5




---



##### Table of Contents



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




---



##### Table of Contents



Fair Value Measurements
  Foreign Currency Translation
  Derivative Financial Instruments
      Accumulated Other Comprehensive Income (Loss)
  7




---



##### Table of Contents



Income Taxes
       New Accounting Standards
 Accounting
Standards Codification
   8




---



##### Table of Contents



9




---



##### Table of Contents



Accounts receivable
    
    $
    17,693Inventories
    
    
    5,191Prepaid expenses and other current assets
    
    
    2,942Property, plant and equipment
    
    
    7,863Intangible assets
    
    
    5,857Goodwill
    
    
    7,316Accounts payable and other current liabilities
    
    
    (7,295
    )Capital lease obligations
    
    
    (2,667
    )Bank debt assumed
    
    
    (15,072
    )Cash purchase price
    
    
    21,828Cash in escrow
    
    
    2,358Total purchase price
    
    $
    24,186
    Three Months EndedDecember 31,2009
    
    
    2008Numerator:Net income attributable to Powell Industries, Inc.
    
    $
    9,644
    
    
    $
    7,853Denominator:Weighted average basic shares
    
    
    11,476
    
    
    
    11,413Dilutive effect of stock options, restricted stock and restricted stock units
    
    
    150
    
    
    
    66Weighted average diluted shares with assumed conversions
    
    
    11,626
    
    
    
    11,479Net earnings per share:Basic
    
    $
    0.84
    
    
    $
    0.69Diluted
    
    $
    0.83
    
    
    $
    0.68
        10




---



##### Table of Contents



Fair Value Measurements at December 31, 2009Quoted Prices in
    
    
    Significant OtherActive Markets for
    
    
    Observable
    
    
    SignificantIdentical Assets
    
    
    Inputs
    
    
    Unobservable Inputs
    
    
    Fair Value at(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    December 31, 2009AssetsCash equivalents
    
    $
    40,496
    
    
    $
    
    
    
    $
    
    
    
    $
    40,496Foreign currency forward contracts
    
    
    
    
    
    $
    96
    
    
    $
    
    
    
    
    96Total
    
    $
    40,496
    
    
    $
    96
    
    
    $
    
    
    
    $
    40,592LiabilitiesForeign currency forward contracts
    
    $
    
    
    
    $
    22
    
    
    $
    
    
    
    $
    22Total
    
    $
    
    
    
    $
    22
    
    
    $
    
    
    
    $
    22
    Allowance for Doubtful Accounts
  Three Months EndedDecember 31,2009
    
    
    2008Balance at beginning of period
    
    $
    1,607
    
    
    $
    1,180Bad debt expense
    
    
    1,302
    
    
    
    334Deductions for uncollectible accounts written off, net of recoveries
    
    
    (370
    )
    
    
    (385
    )Increase (decrease) due to foreign currency translation
    
    
    41
    
    
    
    (47
    )Balance at end of period
    
    $
    2,580
    
    
    $
    1,082
 Warranty Accrual
  Three Months EndedDecember 31,2009
    
    
    2008Balance at beginning of period
    
    $
    7,558
    
    
    $
    6,793Warranty expense
    
    
    801
    
    
    
    1,468Deductions for warranty charges
    
    
    (923
    )
    
    
    (564
    )Increase (decrease) due to foreign currency translation
    
    
    1
    
    
    
    (406
    )Balance at end of period
    
    $
    7,437
    
    
    $
    7,291
 11




---



##### Table of Contents



Inventories
  December 31,
    
    
    September 30,2009
    
    
    2009Raw materials, parts and subassemblies
    
    $
    37,159
    
    
    $
    37,655Work-in-progress
    
    
    6,090
    
    
    
    8,597Total inventories
    
    $
    43,249
    
    
    $
    46,252
 Cost and Estimated Earnings on Uncompleted Contracts
  December 31,
    
    
    September 30,2009
    
    
    2009Costs incurred on uncompleted contracts
    
    $
    550,521
    
    
    $
    552,805Estimated earnings
    
    
    152,082
    
    
    
    136,603702,603
    
    
    
    689,408Less: Billings to date
    
    
    701,782
    
    
    
    687,845Net underbilled position
    
    $
    821
    
    
    $
    1,563Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    43,248
    
    
    $
    46,335Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (42,427
    )
    
    
    (44,772
    )Net underbilled position
    
    $
    821
    
    
    $
    1,563
   Three Months EndedDecember 31,2009
    
    
    2008Net income attributable to Powell Industries, Inc.
    
    $
    9,644
    
    
    $
    7,853Unrealized gain (loss) on foreign currency translation
    
    
    766
    
    
    
    (4,020
    )Unrealized loss on derivative contracts
    
    
    (241
    )
    
    
    (1,731
    )Comprehensive income
    
    $
    10,169
    
    
    $
    2,102
   December 31,
    
    
    September 30,2009
    
    
    2009Canadian Revolver
    
    $
    11,637
    
    
    $
    Canadian Term Loan
    
    
    2,383
    
    
    
    Industrial development revenue bonds
    
    
    4,800
    
    
    
    5,200Capital lease obligations
    
    
    2,696
    
    
    
    Deferred acquisition payable
    
    
    
    
    
    
    4,292Subtotal long-term debt and capital lease obligations
    
    
    21,516
    
    
    
    9,492Less current portion
    
    
    (2,316
    )
    
    
    (4,692
    )Total long-term debt and capital lease obligations
    
    $
    19,200
    
    
    $
    4,800
 US and UK Revolvers
  12




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Litigation
    Restricted Stock Units
   Restricted Stock
   15




---



##### Table of Contents



Stock Options
  RemainingWeighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateStock
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    Value(In thousands)Outstanding at September 30, 2009
    
    
    237,350
    
    
    $
    17.14Granted
    
    
    
    
    
    
    Exercised
    
    
    (8,000
    )
    
    
    15.10Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    229,350
    
    
    $
    17.21
    
    
    
    2.25
    
    
    $
    3,947Exercisable at December 31, 2009
    
    
    190,350
    
    
    $
    16.96
    
    
    
    2.10
    
    
    $
    3,228
   ,
   Asset Derivatives
    
    
    Liability DerivativesFair
    
    
    
    
    
    
    FairBalance Sheet Location

    
    Value
    
    
    Balance Sheet Location

    
    Value(in thousands)Derivatives designated as hedging instruments:Foreign exchange forwards
    

Prepaid expenses and other current assets
    
    $
    96
    
    
    Other accrued expenses
    
    $
    22Total derivatives
    
    
    
    
    
    $
    96
    
    
    
    
    
    
    $
    22
 16




---



##### Table of Contents



Amount of Gain
    
    
    
    
    
    
    Amount of Gain(Loss) Recognized
    
    
    
    
    
    
    (Loss) Reclassifiedin Other
    
    
    
    
    
    
    from AccumulatedComprehensive
    
    
    
    
    
    
    Other ComprehensiveIncome on
    
    
    
    
    
    
    Income intoDerivatives(1)
    
    
    
    
    
    
    Income(1)Location of Gain (Loss)Three Months Ended
    
    
    Reclassified from Accumulated
    
    
    Three Months EndedDerivatives designated
    
    December 31, 2009
    
    
    Other Comprehensive Income into Income
    
    
    December 31, 2009Derivatives designated as cash flow hedges:Foreign exchange forwards
    
    $
    700
    
    
    Revenues
    
    $
    141Total designated cash flow hedges
    
    $
    700
    
    
    
    
    
    
    $
    141
 
 (1)
    
    For the three months ended December 31, 2009, we recorded in revenues an immaterial amount of
ineffectiveness from cash flow hedges.  Cash Flow Hedges
       17




---



##### Table of Contents



Credit Risk
      Three Months EndedDecember 31,2009
    
    
    2008Revenues:Electrical Power Products
    
    $
    130,510
    
    
    $
    163,910Process Control Systems
    
    
    5,406
    
    
    
    6,579Total
    
    $
    135,916
    
    
    $
    170,489Gross profit:Electrical Power Products
    
    $
    35,757
    
    
    $
    32,172Process Control Systems
    
    
    2,060
    
    
    
    2,330Total
    
    $
    37,817
    
    
    $
    34,502Income before income taxes:Electrical Power Products
    
    $
    14,987
    
    
    $
    12,119Process Control Systems
    
    
    49
    
    
    
    407Total
    
    $
    15,036
    
    
    $
    12,526
   18




---



##### Table of Contents



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, 2009, which was filed with the Securities and
Exchange Commission on December 11, 2009 and is available on the SECs website at www.sec.gov.
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
    
    
    The current economic uncertainty and financial market conditions have negatively impacted
and may continue to impact our customer base, suppliers and backlog.
    
    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 profitable 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.
    
    Actual and potential claims, lawsuits and proceedings could ultimately reduce our
profitability and liquidity and weaken our financial condition.
 19




---



##### Table of Contents




    
    We carry insurance against many potential liabilities, and our management of risk 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.
  Overview
   Results of Operations
 Revenue and Gross Profit
  Electrical Power Products
  20




---



##### Table of Contents



Process Control Systems
   Consolidated Selling, General and Administrative Expenses
  Interest Expense and Income
   Provision for Income Taxes
  Net Income Attributable to Powell Industries, Inc.
  Backlog
  Liquidity and Capital Resources
  21




---



##### Table of Contents



Operating Activities
  Investing Activities
  Financing Activities
  New Accounting Standards
  Critical Accounting Policies
   22




---



##### Table of Contents



Outlook for Fiscal 2010
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Currency Transaction Risk
   23




---



##### Table of Contents



Commodity Price Risk
  Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Internal Control over Financial Reporting
  Design and Operation of Control Systems
  24




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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).10.2
    
    
    
    Credit Agreement dated as of December 15, 2009, between Powell Canada Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Service
Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our Form 8-K filed December 21, 2009, 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 25




---



##### Table of Contents



SIGNATURES
  POWELL INDUSTRIES, INC.(Registrant)February 4, 2010
    
    
    
    By:
    
    /s/ Patrick L. McDonaldDate
    
    
    
    
    
    Patrick L. McDonaldPresident and Chief Executive Officer(Principal Executive Officer)February 4, 2010
    
    
    
    By:
    
    /s/ Don R. MadisonDate
    
    
    
    
    
    Don R. MadisonExecutive Vice PresidentChief Financial and Administrative Officer(Principal Financial and Accounting Officer)
 26




---



##### 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).10.2
    
    
    
    Credit Agreement dated as of December 15, 2009, between Powell Canada Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Service
Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our Form 8-K filed December 21, 2009, 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 27