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, 2010
 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




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##### 



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
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    21Item 4. Controls and Procedures
    
    22Part II  Other Information
    
    23Item 1. Legal Proceedings
    
    23Item 1A. Risk Factors
    
    23Item 6. Exhibits
    
    23Signatures
    
    24
 2




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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)
 December 31,
    
    
    September 30,2010
    
    
    2010(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    120,918
    
    
    $
    115,353Accounts receivable, less allowance for doubtful accounts of $1,188 and $907, respectively
    
    
    93,822
    
    
    
    91,766Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    33,416
    
    
    
    38,064Inventories, net
    
    
    36,712
    
    
    
    38,244Income taxes receivable
    
    
    7,129
    
    
    
    6,726Deferred income taxes
    
    
    3,360
    
    
    
    3,087Prepaid expenses and other current assets
    
    
    6,334
    
    
    
    8,951Total Current Assets
    
    
    301,691
    
    
    
    302,191Property, plant and equipment, net
    
    
    61,994
    
    
    
    63,676Goodwill
    
    
    1,003
    
    
    
    1,003Intangible assets, net
    
    
    26,696
    
    
    
    26,132Other assets
    
    
    7,481
    
    
    
    7,710Total Assets
    
    $
    398,865
    
    
    $
    400,712LIABILITIES AND EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    1,766
    
    
    $
    1,683Income taxes payable
    
    
    2,217
    
    
    
    1,500Accounts payable
    
    
    36,223
    
    
    
    41,850Accrued salaries, bonuses and commissions
    
    
    13,848
    
    
    
    25,064Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    40,352
    
    
    
    31,009Accrued product warranty
    
    
    5,845
    
    
    
    5,929Other accrued expenses
    
    
    9,159
    
    
    
    7,711Total Current Liabilities
    
    
    109,410
    
    
    
    114,746Long-term debt and capital lease obligations, net of current maturities
    
    
    4,675
    
    
    
    5,202Deferred compensation
    
    
    2,818
    
    
    
    2,730Other liabilities
    
    
    873
    
    
    
    731Total Liabilities
    
    
    117,776
    
    
    
    123,409Commitments and Contingencies (Note J)EquityStockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,717,284 and 11,676,955
shares issued and outstanding, respectively
    
    
    117
    
    
    
    117Additional paid-in capital
    
    
    35,636
    
    
    
    34,546Retained earnings
    
    
    247,401
    
    
    
    244,969Accumulated other comprehensive income (loss)
    
    
    (985
    )
    
    
    (1,352
    )Deferred compensation
    
    
    (1,080
    )
    
    
    (977
    )Total Stockholders Equity
    
    
    281,089
    
    
    
    277,303Total Liabilities and Stockholders Equity
    
    $
    398,865
    
    
    $
    400,712
  3




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##### 



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)
 Three Months EndedDecember 31, 2010
    
    
    December 31, 2009Revenues
    
    $
    124,674
    
    
    $
    135,916Cost of goods sold
    
    
    98,809
    
    
    
    98,099Gross profit
    
    
    25,865
    
    
    
    37,817Selling, general and administrative expenses
    
    
    20,928
    
    
    
    21,779Amortization of intangible assets
    
    
    1,167
    
    
    
    862Operating income
    
    
    3,770
    
    
    
    15,176Interest expense
    
    
    114
    
    
    
    182Interest income
    
    
    (45
    )
    
    
    (42
    )Income before income taxes
    
    
    3,701
    
    
    
    15,036Income tax provision
    
    
    1,269
    
    
    
    5,291Net income
    
    
    2,432
    
    
    
    9,745Net income attributable to noncontrolling interest
    
    
    
    
    
    
    (101
    )Net income attributable to Powell Industries, Inc.
    
    $
    2,432
    
    
    $
    9,644Earnings per share attributable to Powell Industries, Inc.:Basic
    
    $
    0.21
    
    
    $
    0.84Diluted
    
    $
    0.21
    
    
    $
    0.83Weighted average shares:Basic
    
    
    11,640
    
    
    
    11,476Diluted
    
    
    11,773
    
    
    
    11,626
  4




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##### 



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)
 Three Months EndedDecember 31, 2010
    
    
    December 31, 2009Operating Activities:Net income
    
    $
    2,432
    
    
    $
    9,745Adjustments to reconcile net income to net cash used in operating
activities: Depreciation
    
    
    2,369
    
    
    
    2,001Amortization
    
    
    1,186
    
    
    
    871Stock-based compensation
    
    
    725
    
    
    
    817Bad debt expense
    
    
    288
    
    
    
    1,302Deferred income taxes
    
    
    22
    
    
    
    (537
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (2,126
    )
    
    
    17,557Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    4,620
    
    
    
    3,089Inventories
    
    
    1,618
    
    
    
    8,195Prepaid expenses and other current assets
    
    
    2,250
    
    
    
    3,691Accounts payable and income taxes payable
    
    
    (4,988
    )
    
    
    (17,760
    )Accrued liabilities
    
    
    (10,393
    )
    
    
    (11,080
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    9,415
    
    
    
    (2,360
    )Other
    
    
    (618
    )
    
    
    (202
    )Net cash provided by operating activities
    
    
    6,800
    
    
    
    15,329Investing Activities:Proceeds from sale of fixed assets
    
    
    24
    
    
    
    14Purchases of property, plant and equipment
    
    
    (763
    )
    
    
    (614
    )Acquisition of Powell Canada
    
    
    
    
    
    
    (21,828
    )Net cash used in investing activities
    
    
    (739
    )
    
    
    (22,428
    )Financing Activities:Borrowings on Canadian revolving line of credit
    
    
    1,280
    
    
    
    Payments on Canadian revolving line of credit
    
    
    (1,026
    )
    
    
    (1,215
    )Payments on industrial development revenue bonds
    
    
    (400
    )
    
    
    (400
    )Payment on deferred acquisition payable
    
    
    
    
    
    
    (4,292
    )Other
    
    
    (88
    )
    
    
    183Net cash used in financing activities
    
    
    (234
    )
    
    
    (5,724
    )Net (decrease) increase in cash and cash equivalents
    
    
    5,827
    
    
    
    (12,823
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (262
    )
    
    
    (1,401
    )Cash and cash equivalents at beginning of period
    
    
    115,353
    
    
    
    97,403Cash and cash equivalents at end of period
    
    $
    120,918
    
    
    $
    83,179
  5




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##### 



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




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##### 



New Accounting Standards
      Subsequent Events
    7




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##### 



Fair Value Measurements at December 31, 2010Quoted Prices in
    
    
    Significant OtherActive Markets for
    
    
    Observable
    
    
    SignificantIdentical Assets
    
    
    Inputs
    
    
    Unobservable Inputs
    
    
    Fair Value at(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    December 31, 2010AssetsCash equivalents
    
    $
    72,824
    
    
    $
    
    
    
    $
    
    
    
    $
    72,824Total
    
    $
    72,824
    
    
    $
    
    
    
    $
    
    
    
    $
    72,824LiabilitiesForeign currency forward contracts
    
    $
    
    
    
    $
    25
    
    
    $
    
    
    
    $
    25Total
    
    $
    
    
    
    $
    25
    
    
    $
    
    
    
    $
    25The following table summarizes the fair value of our assets and liabilities that were accounted for
at fair value on a recurring basis as of December 31, 2009 (in thousands):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
   8




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##### 



Accounts receivable
    
    $
    16,643Inventories
    
    
    4,180Prepaid expenses and other current assets
    
    
    3,401Property, plant and equipment
    
    
    7,863Goodwill
    
    
    7,180Intangible assets
    
    
    9,043Accounts payable and other current liabilities
    
    
    (7,649
    )Capital lease obligations
    
    
    (2,667
    )Bank debt assumed
    
    
    (15,072
    )Total purchase price
    
    $
    22,922
     Three Months EndedDecember 31,2010
    
    
    2009Numerator:Net income attributable to Powell Industries, Inc.
    
    $
    2,432
    
    
    $
    9,644Denominator:Weighted average basic shares
    
    
    11,640
    
    
    
    11,476Dilutive effect of stock options, restricted stock and restricted stock units
    
    
    133
    
    
    
    150Weighted average diluted shares with assumed conversions
    
    
    11,773
    
    
    
    11,626Net earnings per share:Basic
    
    $
    0.21
    
    
    $
    0.84Diluted
    
    $
    0.21
    
    
    $
    0.83
 9




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##### 



Allowance for Doubtful Accounts
  Three Months EndedDecember 31,2010
    
    
    2009Balance at beginning of period
    
    $
    907
    
    
    $
    1,607Increase to bad debt expense
    
    
    288
    
    
    
    1,302Deductions for uncollectible accounts written off, net of recoveries
    
    
    1
    
    
    
    (370
    )Increase (decrease) due to foreign currency translation
    
    
    (8
    )
    
    
    41Balance at end of period
    
    $
    1,188
    
    
    $
    2,580
 Warranty Accrual
  Three Months EndedDecember 31,2010
    
    
    2009Balance at beginning of period
    
    $
    5,929
    
    
    $
    7,558Increase to warranty expense
    
    
    410
    
    
    
    801Deductions for warranty charges
    
    
    (581
    )
    
    
    (923
    )Increase due to foreign currency translation
    
    
    87
    
    
    
    1Balance at end of period
    
    $
    5,845
    
    
    $
    7,437
 Inventories
  December 31,
    
    
    September 30,2010
    
    
    2010Raw materials, parts and subassemblies
    
    $
    37,978
    
    
    $
    40,325Work-in-progress
    
    
    5,726
    
    
    
    4,646Provision for excess and obsolete inventory
    
    
    (6,992
    )
    
    
    (6,727
    )Total inventories
    
    $
    36,712
    
    
    $
    38,244
 Cost and Estimated Earnings on Uncompleted Contracts
  December 31,
    
    
    September 30,2010
    
    
    2010Costs incurred on uncompleted contracts
    
    $
    554,883
    
    
    $
    482,149Estimated earnings
    
    
    148,632
    
    
    
    138,836703,515
    
    
    
    620,985Less: Billings to date
    
    
    710,451
    
    
    
    613,930Net (overbilled) underbilled position
    
    $
    (6,936
    )
    
    $
    7,055Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    33,416
    
    
    $
    38,064Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (40,352
    )
    
    
    (31,009
    )Net (overbilled) underbilled position
    
    $
    (6,936
    )
    
    $
    7,055
 10




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##### 



Goodwill
    
    
    Intangible AssetsBalance at September 30, 2010
    
    $
    1,003
    
    
    $
    26,132Purchase of patent-pending technology
    
    
    
    
    
    
    1,513Amortization
    
    
    
    
    
    
    (1,167
    )Foreign currency translation adjustment
    
    
    
    
    
    
    218Other
    
    
    
    
    
    
    Balance at December 31, 2010
    
    $
    1,003
    
    
    $
    26,696
     Three Months EndedDecember 31,2010
    
    
    2009Net income attributable to Powell Industries, Inc.
    
    $
    2,432
    
    
    $
    9,644Unrealized gain on foreign currency translation
    
    
    360
    
    
    
    766Unrealized gain (loss) on derivative contracts
    
    
    7
    
    
    
    (241
    )Comprehensive income
    
    $
    2,799
    
    
    $
    10,169
   December 31,
    
    
    September 30,2010
    
    
    2010Industrial development revenue bonds
    
    $
    4,400
    
    
    $
    4,800Capital lease obligations
    
    
    1,787
    
    
    
    2,085Canadian Revolver
    
    
    254
    
    
    
    Subtotal long-term debt and capital lease obligations
    
    
    6,441
    
    
    
    6,885Less current portion
    
    
    (1,766
    )
    
    
    (1,683
    )Total long-term debt and capital lease obligations
    
    $
    4,675
    
    
    $
    5,202
 US and UK Revolvers
   11




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##### 



Canadian Revolver
      Industrial Development Revenue Bonds
  12




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##### 



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
    
    $
    
    
    
    Other accrued expenses
    
    $
    25Total derivatives
    
    
    
    $
    
    
    
    
    
    $
    25
  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
  Amount of Gain(Loss) Recognized
    
    
    
    
    Amount of Gain (Loss)in Other
    
    
    
    
    Reclassified fromComprehensive
    
    
    
    
    Accumulated OtherIncome on
    
    
    
    
    Comprehensive IncomeDerivatives(1)
    
    
    Location of Gain (Loss)
    
    into Income(1)Three Months Ended
    
    
    Reclassified from Accumulated
    
    Three Months EndedDerivatives designated
    
    December 31, 2010
    
    
    Other Comprehensive Income into Income
    
    December 31, 2010Derivatives designated as cash flow hedges:Foreign exchange forwards
    
    $
    11
    
    
    Revenues
    
    $
    20Total designated cash flow hedges
    
    $
    11
    
    
    
    
    $
    20
 
 (1)
    
    For the three months ended December 31, 2010, we recorded in revenues an immaterial amount of
ineffectiveness from cash flow hedges. 13




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##### 



Amount of Gain(Loss) Recognized
    
    
    
    
    Amount of Gain (Loss)in Other
    
    
    
    
    Reclassified fromComprehensive
    
    
    
    
    Accumulated OtherIncome on
    
    
    
    
    Comprehensive IncomeDerivatives(1)
    
    
    Location of Gain (Loss)
    
    into Income(1)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
    Credit Risk
  14




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##### 



Letters of Credit and Bonds
    Litigation
    Restricted Stock Units
    Restricted Stock
  15




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##### 



Stock Options
  RemainingWeighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateStock
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    Value(In thousands)Outstanding at September 30, 2010
    
    
    128,600
    
    
    $
    18.41Granted
    
    
    
    
    
    
    Exercised
    
    
    (10,900
    )
    
    
    18.41Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2010
    
    
    117,700
    
    
    $
    18.41
    
    
    
    1.47
    
    
    $
    2,166Exercisable at December 31, 2010
    
    
    117,700
    
    
    $
    18.41
    
    
    
    1.47
    
    
    $
    2,166
     Three Months EndedDecember 31,2010
    
    
    2009Revenues:Electrical Power Products
    
    $
    117,143
    
    
    $
    128,129Process Control Systems
    
    
    7,531
    
    
    
    7,787Total
    
    $
    124,674
    
    
    $
    135,916Gross profit:Electrical Power Products
    
    $
    24,292
    
    
    $
    34,366Process Control Systems
    
    
    1,573
    
    
    
    3,451Total
    
    $
    25,865
    
    
    $
    37,817Income (loss) before income taxes:Electrical Power Products
    
    $
    4,085
    
    
    $
    13,848Process Control Systems
    
    
    (384
    )
    
    
    1,188Total
    
    $
    3,701
    
    
    $
    15,036
 16




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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, 2010, which was filed with the Securities and
Exchange Commission on December 8, 2010 and is available on the SECs website at www.sec.gov.
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
    
    
    The ongoing economic uncertainty and financial market conditions have negatively impacted
and may continue to impact our customer base, suppliers and backlog.
    
    Our operations could be adversely impacted by the Macondo well incident, the continuing
effects from the U.S. government moratorium on offshore deepwater drilling projects and
related new regulations.
    
    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 volume of fixed-price contracts and use of percentage-of-completion accounting could
result in volatility in our results of operations.
    
    Our acquisition strategy involves a number of risks.
    
    Our backlog is subject to unexpected adjustments and cancellations and, therefore, may
not be a reliable indicator of our future earnings.
    
    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.
 17




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##### 




    
    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, however our management of risk may
leave us exposed to unidentified, uninsured or unanticipated risks.
    
    We may incur additional healthcare costs arising from federal healthcare reform
legislation.
    
    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
  18




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##### 



Electrical Power Products
   Process Control Systems
   Consolidated Selling, General and Administrative Expenses
  Interest Expense and Income
   Provision for Income Taxes
  Net Income Attributable to Powell Industries, Inc.
  19




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##### 



Backlog
  Liquidity and Capital Resources
    Operating Activities
  Investing Activities
  Financing Activities
  New Accounting Standards
  20




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##### 



Critical Accounting Policies
   Outlook for Fiscal 2011
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Currency Transaction Risk
  21




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##### 



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
  22




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##### 



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).*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 23




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##### 



SIGNATURES
  POWELL INDUSTRIES, INC.
(Registrant)February 2, 2011
    By:
    /s/ Patrick L. McDonaldDate

    
    Patrick L. McDonaldPresident and Chief Executive Officer
(Principal Executive Officer)February 2, 2011
    By:
    /s/ Don R. MadisonDate
    
    Don R. MadisonExecutive Vice President
Chief Financial and Administrative Officer
(Principal Financial and Accounting Officer) 24




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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
    
    
    
    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).*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