UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

(Mark One)

R

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedSeptember 30, 20092012

OR

o

OR

£

TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number001-12488

Powell Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

88-0106100

Delaware

(State or other jurisdiction of

incorporation or organization)

88-0106100

(I.R.S. Employer

Identification No.)

8550 Mosley Drive,
RD

Houston, Texas

(Address of principal executive offices)

77075-1180

(Zip Code)

Registrant’s telephone number, including area code:

(713) 944-6900

Securities registered pursuant to section 12(b) of the Act:

Common Stock, par value $.01 per share

Securities registered pursuant to Section 12(g) of Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o£ Yes  þR No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o£ Yes  þR No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þR Yes  o£ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  oR Yes  o£ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  o£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

£o Large accelerated filer

Rþ Accelerated filer

o£ Non-accelerated filer

£o Smaller reporting company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange ActRule 12b-2).  o£ Yes þR No

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal quarter, March 31, 2009,2012, was approximately $403,807,000.

$403,202,000. 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

At December 7, 2009,November 30, 2012, there were 11,497,61011,915,673 outstanding shares of the registrant’s common stock, par value $0.01 per share.

Documents Incorporated By Reference

Portions of the registrant’s definitive Proxy Statement for the 20102013 annual meeting of stockholders to be filed not later than 120 days after September 30, 2009,2012, are incorporated by reference into Part III of thisForm 10-K.


Table of Contents


POWELL INDUSTRIES, INC.

TABLE OF CONTENTS

Page

Cautionary Statement Regarding Forward-Looking Statements; Risk Factors

3
 

PART I

Item 1.

Business

4
 

Item 1A.

Risk Factors

8
7 

Item 1B.

Unresolved Staff Comments

12
11 

Item 2.

Properties

12
11 

Item 3.

Legal Proceedings

12
11 

Item 4.

Mine Safety Disclosures

Submission of Matters to a Vote of Security Holders13
11 

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

13
12 

Item 6.

Selected Financial Data

14
13 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15
14 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

25
23 

Item 8.

Financial Statements and Supplementary Data

27
26 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

62
53 

Item 9A.

Controls and Procedures

62
53 

Item 9B.

Other Information

62
53 

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

63
54 

Item 11.

Executive Compensation

63
54 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

63
54 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

63
54 

Item 14.

Principal Accountant Fees and Services

63
54 

PART IV

Item 15.

Exhibits and Financial Statement Schedules

63
55 

Signatures

66
EX-21.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2
58 


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Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS;

RISK FACTORS

Forward-Looking Statements

This Annual Report onForm 10-K (“Annual Report”) (Annual Report) includes forward-looking statements based on our current expectations, which are subject to risks and uncertainties. Forward-looking statements include information concerning future results of operations and financial condition. Statements that contain words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” or similar expressions may be forward-looking statements. These forward-looking statements are subject to risks and uncertainties, and many factors could affect the future financial results and condition of the Company. Factors that may have a material effect on our revenues, expenses and operating results include adverse business or market conditions, our ability to secure and satisfy customers, our customers’ financial conditionconditions and their ability to secure financing to support current and future projects, the availability and cost of materials from suppliers, adverse competitive developments and changes in customer requirements as well as those circumstances discussed under “Item 1A. Risk Factors,” below. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements contained in this Annual Report. 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.

The forward-looking statements contained in this Annual Report are based on current assumptions that we will continue to develop, market, manufacture and ship products and provide services on a competitive and timely basis; that competitive conditions in our markets will not change in a materially adverse way; that we will accurately identify and meet customer needs for products and services; that we will be able to retain and hire key employees; that our products and capabilities will remain competitive; that the financial markets and banking systems will stabilize and availability of credit will continue; that risks related to shifts in customer demand are minimized and that there will be no material adverse change in the operations or business of the Company. Assumptions relating to these factors involve judgments that are based on available information, which may not be complete, and are subject to changes in many factors beyond the Company’s control that can materially affect results. Because of these and other factors that affect our operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.


3



Table of Contents

PART I
Item 1.Business

Item 1.  Business

Overview

Powell Industries, Inc. (“we,” “us,” “our,” “Powell”(we, us, our, Powell or the “Company”)Company) was incorporated in the state of Delaware in 2004 as a successor to a Nevada company incorporated in 1968. The Nevada corporation was the successor to a company founded by William E. Powell in 1947, which merged into the Company in 1977. Our major subsidiaries, all of which are wholly-owned, include: Powell Electrical Systems, Inc.; Transdyn, Inc.; Powell Industries International, Inc.; Switchgear & Instrumentation Limited (S&I) and Switchgear & Instrumentation Properties Limited.

Powell Canada Inc. 

We develop, design, manufacture and service customengineered-to-order equipment and systems for the management and control of electrical energy and other critical processes. Headquartered in Houston,  Texas, we serve the transportation, environmental, energy, industrial and utility industries.

Our website address iswww.powellind.compowellind.com. We make available, free of charge on or through our website, copies of our Annual Reports, onForm 10-K,Quarterly Reports onForm 10-Q, Current Reports onForm 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”)(SEC). Paper or electronic copies of such material may also be requested by contacting the Company at our corporate offices.

On December 13, 2005, we announced a change in our fiscal year-end from October 31 to September 30, effective September 30, 2006. The change was designed to align our financial reporting with calendar quarters and to reduce the impact holidays have on our reporting timeline.

Our business operations are consolidated into two business segments: Electrical Power Products and Process Control Systems. Approximately 77%Revenues from customers located in the United States of America (U.S.) accounted for approximately 58%, 73%67% and 66%71% of our consolidated revenues for the fiscal years ended September 30, 2009, 20082012, 2011 and 2007, respectively, were generated in the United States of America.2010, respectively. Approximately 88%76% of our long-lived assets were located in the United StatesU.S. at September 30, 2009,2012, with the remaining balancelong-lived assets located primarily in the United Kingdom.Kingdom (U.K.) and Canada. Financial information related to our business and geographical segments is included in Note M of Notes to Consolidated Financial Statements.

On August 7, 2006, we purchased certain assets related to the manufacturing of American National Standards Institute (“ANSI”) medium voltage switchgear and circuit breaker business of General Electric Company’s (“GE”) Consumer & Industrial unit for $32.0 million, not including expenses. We refer to the acquired product line herein as “Power/Vac®.” The operating results of Power/Vac® are included in our Electrical Power Products business segment from the acquisition date.
On July 14, 2006, we acquired certain assets and hired the service and administrative employees of an electrical services company in Louisiana for approximately $1.5 million. The purchase price was paid from existing cash and short-term marketable securities. The operating results of this acquisition are included in our Electrical Power Products business segment from the acquisition date.
On July 4, 2005, we acquired selected assets and assumed certain operating liabilities and contracts of Switchgear & Instrumentation Limited in the United Kingdom. We refer to the acquired business herein as “S&I.” The operating results of S&I are included in our Electrical Power Products business segment from that date. Total consideration paid for S&I was approximately $19.2 million.

Electrical Power Products

Our Electrical Power Products business segment develops, designs, develops, manufactures and markets customengineered-to-order electrical power distribution and control systems designed (1) to distribute, monitor and control the flow of electrical energy and (2) to provide protection to motors, transformers and other electrically-powered equipment. Our principal products include integrated power control room substation packages,substations, traditional and arc resistantarc-resistant medium-voltage distribution switchgear, medium-voltage circuit breakers, offshore generator and control modules,


4


monitoring and control communications systems, motor control centers and bus duct systems. These products are designed for application voltages ranging from 480 volts to in excess of 38,000 volts and are used in electric rail transportation, refining, chemical offshoremanufacturing, oil and gas production, electric utility systems and other heavy industrial markets. ProductOur product scope includes designs tested to meet both U.S. standards (ANSI — American National Standards Institute)(ANSI) and international design standards (IEC — International Electrotechnical Commission)(IEC). We also seek to assist customers by providing value-added services such as spare parts, field service inspection, installation, commissioning and repair, retrofit and retrofill components for existing systems and replacement circuit breakers for switchgear that is obsolete or that is no longer produced by the original manufacturer. We work to establish long-term relationships with the end users of our systems and with the design and construction engineering firms contracted by those end users.
On August 7, 2006, we purchased the Power/Vac® product line described above. We believe that this acquisition strengthens our strategic position in the electrical power products business and allows us to reach new markets and a broader base of customers. In conjunction with the Power/Vac® acquisition, Powell entered into a long-term commercial alliance with GE Consumer & Industrial whereby Powell became the exclusive supplier of ANSI medium voltage switchgear to GE.
On July 14, 2006, we acquired certain assets and hired the service and administrative employees of an electrical services company in Louisiana. This acquisition allowed us to extend sales and services to the Eastern Gulf Coast Region.
On July 4, 2005, we acquired selected assets and assumed certain operating liabilities and contracts of Switchgear & Instrumentation Limited, as described above. S&I’s primary manufacturing facility is located in the United Kingdom. This acquisition is part of the Company’s overall strategy to increase our international presence. S&I affords Powell the opportunity to serve customers with products and solutions covering a wider range of electrical standards and opens new geographic markets previously closed due to our previous lack of product portfolio that met international electrical design and test standards. The fit, culture and market position of Powell and S&I compare favorably as both have similar reputations inengineered-to-order solutions.

Customers and Markets

This business segment’s principal products are designed for use by and marketed to technologically sophisticated users of large amounts of electrical energy that typically have a need for complex combinations of electrical components and systems. Our customers and their industries include oil and gas producers, oil and gas pipelines, refineries, petrochemical plants, electrical power generators, public and private utilities, co-generation facilities, mining/metals operations, pulp and paper plants, transportation systems,authorities, governmental agencies and other large industrial customers.

Products and services are principally sold directly to the end-user or to an engineering, procurement and construction (“EPC”)(EPC) firm on behalf of the end-user. Each project is specifically tailored to meet the exact specifications and requirements of the individual customer. Powell’s expertise is in the engineering, project management and packagingintegration of the various systems into a single deliverable. We market and sell our products and services to a wide variety of customers, governmental agencies, markets and geographic regions.regions, which are typically awarded in competitive bid situations. Contracts often represent complex projects with an individual customer.  By their nature, these projects are typically nonrecurring.  Thus, multiple and/or continuous projects of similar magnitude with the same customer may vary.  As such, gaps in large project awards may cause material fluctuations in segment revenues. 

We could be adversely impacted by a significant reduction in business volume from a particular industry which we currently serve. As a result of the fifteen-year supply agreement that we entered into with General Electric Company (GE) on August 7, 2006, with GE, our revenues from GE were approximately $86


$64 million, $82$54 million and $100$58 million in fiscal 2009,2012, fiscal 20082011 and fiscal 2007,2010, respectively, or approximately 14%9%, 13%10% and 18%11% of our consolidated revenues for these periods. Aside from GE, with whom we have athe long-term supply agreement, we do not believe that the loss of any specific customer would have a material adverse effect on our business. We could be adversely impacted by a significant reduction in business volume from a particular industry which we currently serve. GE has become a significant customer and has accounted for, and could continue to account for, more than 10% of the annual revenues of this business segment as a result of the supply agreement that we entered into on August 7, 2006.

  Only one non-recurring petrochemical project being shipped to Colombia amounted to revenues in excess of 10% of consolidated revenues during fiscal 2012.   

During each of the past three fiscal years,year 2010, no one country outside of the United StatesU.S. accounted for more than 10% of segment revenues.revenues with customers.  However, during fiscal years 2012 and 2011, our operations in Canada accounted for 13% and 17% of revenues with customers, respectively.  During fiscal year 2012, one petrochemical project being shipped to Colombia accounted for 11% of revenues with customers.  For information on the geographic areas in which our consolidated revenues were recorded in each of the past three fiscal years, see Note M of Notes to Consolidated Financial Statements.


5


Competition

We strive to be the supplier of choice for custom engineered system solutions and services to a variety of customers and markets. Our activities are predominantly in the oil and gas and the electric utility industries, but also include other markets where customers need to manage, monitor and control large amounts of electrical energy. The majority of our business is in support of capital investment projects which are highly complex and competitively bid. We compete with a small number of multinational competitors that sell to a broad industrial and geographic market and with smaller, regional competitors that typically have limited capabilities and scope of supply.

Our principal competitors include ABB, Eaton Corporation, GE, Schneider Electric and Siemens. The competitive factors used during bid evaluation by our customers vary from project to project and may include technical support and application expertise, engineering and manufacturing capabilities, equipment rating, delivered value, scheduling and price.  AWhile projects are typically non-recurring, a significant portion of our business is from repeat customers and many times involves third-party engineering and construction companies hired by the end-user and with which we also have long and established relationships. We consider our engineering, manufacturing and service capabilities vital to the success of our business, and believe our technical and project management strengths, together with our responsiveness and flexibility to the needs of our customers, give us a competitive advantage in our markets. Ultimately, our competitive position is dependent upon our ability to provide quality customengineered-to-order products, services and systems on a timely basis at a competitive price.

Backlog

Backlog represents the dollar amount of revenue that we expect to realize from work to be performed on uncompleted contracts, including new contractual agreements on which work has not begun. Our methodology for determining backlog may not be comparable to the methodology used by other companies. Orders included in our backlog are represented by customer purchase orders and contracts, which we believe to be firm. Orders in the Electrical Power Products business segment backlog at September 30, 2009,2012, totaled $329.6$361.9 million compared to $493.0$394.6 million at September 30, 2008. Our backlog has declined as an increasing number of our customers have delayed the start of new capital projects during the second half of fiscal year 2009.2011. We anticipate that approximately $282.6$300 million of our fiscal 2012 ending 2009 backlog will be fulfilled during our fiscal year 2010.2013. Conditions outside of our control have caused us to experience some customer delays and cancellations of certain projects in the past,past; accordingly, backlog may not be indicative of future operating results as orders in our backlog may be cancelled or modified by our customers.

Raw Materials and Suppliers

The principal raw materials used in Electrical Power Products’ operations include steel, copper, aluminum and various electrical components. These rawRaw material costs represented approximately 49%48% of our revenues in fiscal 2009.2012. Unanticipated increases in raw material requirements, disruptions in supplies or price increases could increase production costs and adversely affect profitability.

We purchase certain key electrical components on a sole-sourced basis and maintain a qualification and performance monitoring program to control risk associated with sole-sourced items. Changes in our design to accommodate similar components from other suppliers could be implemented to resolve a supply problem related to a sole-sourced component. In this circumstance, supply problems could result in short-term delays in our ability to meet commitments to our customers. We believe that sources of supply for raw materials and components are generally sufficient, and we have no reason to believe a shortage of raw materials will cause any material adverse impact during fiscal year 2010.2013. While we are not dependent on any one supplier for a material amount of our raw materials, we are highly dependent on our suppliers in order to meet commitments to our customers. We did not experience significant or unusual problemsissues in the purchase of key raw materials and commodities in the past three years.

Inflation

This business segment is subject to the effects of changing material prices. During the last three fiscal years, we experienced increased costsprice volatility for certain commodities, in particular steel, copper and aluminum products, which are


6


used in the production of our products. While the cost outlook for commodities used in the production of our products is not certain, we believe we can manage these inflationary pressures through contract


pricing adjustments, material-cost predictive estimating and by actively pursuing internal cost reduction efforts. We did not enter into any derivative contracts to hedge our exposure to commodity price changes in fiscal years 2009, 20082012, 2011 or 2007.

2010. 

Employees

At September 30, 2009,2012, the Electrical Power Products business segment had 2,5382,812 full-time employees located in the United States, the United Kingdom and Singapore.Canada. Our employees are not represented by unions, and we believe that our relationship with our employees is good.

Research and Development

This business segment’s research and development activities are directed toward the development of new products and processes as well as improvements in existing products and processes. Research and development expenditures were $5.8 million, $6.3 million, $6.4 million and $5.4$6.0 million in fiscal years 2009, 20082012, 2011 and 2007, respectively.

2010, respectively, and are reported in selling, general and administrative expenses in the consolidated statement of operations. 

Intellectual Property

While we are the holder of various patents, trademarks and licenses relating to this business segment, we do not consider any individual intellectual property to be material to our consolidated business operations.

Process Control Systems

Our Process Control Systems business segment designs and delivers customengineered-to-order technology solutions that help our customers manage their critical transportation, environmental and energy management processes and facilities. Our proprietary DYNAC® software suite provides a highly integrated operations management solution for these vital operations. The mission-critical information may be traffic flow in our intelligent transportation management solutions, water quality in our environmental treatment solutions or electrical power statusmanagement in the case of our substation automation solutions. DYNAC® has user configurable applications designed specifically for clients that require high performance, 24/7 availability and superior data integrity in a secure environment.

We provide a comprehensive set of technical services to deliver these systems. A diverse team of professional systems engineers, software engineers, analysts, network specialists and automation engineers provide expertise for the entire lifecyclelife cycle of a technology project. We have designed and built systems for various transit facilities and roadways around the world.

Customers and Markets

This business segment’s products and services are principally sold directly to end-users in the transportation, environmental and energy sectors. From time to time, a significant percentage of revenues may result from one specific contract or customer due to the nature of large projects common to this business segment. In each of the past three fiscal years,year 2010, revenues with one or moretwo customers individually accounted for more than 10% of our segment revenues. Revenues from these customers totaled $7.4 million, $5.4 million and $5.9$3.2 million in fiscal 2009, 20082010.  In fiscal years 2012 and 2007, respectively.2011, no customer individually accounted for more than 10% of our segment revenues. Contracts often represent large-scale, single-need projects with an individual customer. By their nature, these projects are typically nonrecurring for a given customer. Thus, multipleand/or continuous projects of similar magnitude with the same customer are rare. As such, gaps in large project awards may cause material fluctuations in segment revenues.

During each of the past three fiscal years, the United StatesU.S. is the only country that accounted for more than 10% of segment revenues. For information on the geographic areas in which our consolidated revenues were recorded in each of the past three fiscal years, see Note M of Notes to Consolidated Financial Statements.


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Competition

This business segment operates in a competitive market where competition for each contract varies. Depending upon the type of system and customer requirements, the competition may include large multinational firms as well as smaller regional competitors.

Our customized systems are designed to meet the specifications of our customers. Each system is designed, delivered and installed to the specific requirements of the particular application. We consider our engineering, systems integration and technical support capabilities vital to the success of our business. We believe our turnkey systems integration capabilities, customizable software, domain expertise, specialty contracting experience and financial strength give us a competitive advantage in our markets.

Backlog

Backlog represents the dollar amount of revenue that we expect to realize from work to be performed on uncompleted contracts, including new contractual agreements on which work has not begun. Our methodology for determining backlog may not be comparable to the methodology used by other companies. Orders included in our backlog are represented by customer purchase orders and contracts, which we believe to be firm. Orders in the Process Control Systems business segment backlog at September 30, 2009,2012, totaled $36.2$74.8 million compared to $25.5$48.4 million at


September 30, 2008.2011. We anticipate that approximately $24.7$21.0 million of our year-end 2009ending fiscal 2012 backlog will be fulfilled during our 20102013 fiscal year. Conditions outside of our control have caused us to experience some customer delays and cancellations of certain projects in the past,past; accordingly, backlog may not be indicative of future operating results as orders in our backlog may be cancelled or modified by our customers.

Employees

The Process Control Systems business segment had 120169 full-time employees at September 30, 2009,2012, primarily located in the United States. Our employees are not represented by unions, and we believe that our relationship with our employees is good.

Research and Development

The majority of research and development activities of this business segment are directed toward the development of our software suites for the management and control of the critical processes and facilities of our customers. Non-project research and development expenditures were $0.3$1.4 million, $0.3$1.1 million and $0.3$0.4 million in fiscal years 2009, 20082012, 2011 and 2007, respectively.

2010, respectively, and are reported in selling, general and administrative expenses in the Consolidated Statements of Operations. 

Intellectual Property

While we are the holder of various copyrights related to software for this business segment, we do not consider any individual intellectual property to be material to our consolidated business operations.

Item 1A.Risk Factors

Item 1A.  Risk Factors

Our business is subject to a variety of risks and uncertainties, including, but not limited to, the most significant risks and uncertainties described below. Additional risks and uncertainties not known to us or not described below may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed and we may not be able to achieve our goals. This Annual Report also includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the discussion under “Forward-Looking Statements,” above.

The current economicEconomic uncertainty and financial market conditions have negatively impacted and may continue to impact our customer base, suppliers and backlog.

The current economic downturn has reduced our backlog of orders.

Various factors drive demand for our products and services, including the price of oil and gas, capital expenditures, economic forecasts and financial markets. Continued uncertainty in


8


the price of oil, economic recovery or further deterioration of the financial marketsregarding these factors could continue to impact our customers and severely impact the demand for projects that would result in orders for our products and services. If one or more of our suppliers or subcontractors experiences difficulties that result in a reduction or interruption in supply to us, or they fail to meet our manufacturing requirements, our business could be adversely impacted until we are able to secure alternative sources. Furthermore, our ability to expand our business would be limited in the future if we are unable to increase our bonding capacity or our credit facility on favorable terms or at all. These disruptions could lead to a lower demand for our products and services and could materially impact our business, financial condition, cash flows and results of operations and potentially impact the trading price of our common stock.

Our backlog is subject to unexpected adjustments and cancellations and, therefore, may not be a reliable indicator of our future earnings.

We have a backlog of uncompleted contracts. Orders included in our backlog are represented by customer purchase orders and contracts, which we believe to be firm. Backlog develops as a result of new business taken, which represents the revenue value of new project commitments received. Backlog consists of projects which either (1) have not yet been started or (2) are in progress and are not yet completed. In the latter case, the revenue value reported in backlog is the remaining value associated with work that has not yet been completed. From time to time, projects are cancelled that appeared to have a high certainty of going forward at the time they were recorded as new business taken. In the event of a project cancellation, we may be reimbursed for certain costs but typically have no contractual right to the total revenue reflected in our backlog. In addition to our being unable to recover certain direct costs, cancelled projects may also result in additional unrecoverable costs due to underutilization of our assets. 

Our volume of fixed-price contracts and use of percentage-of-completion accounting could result in volatility in our results of operations.

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” and in Notes to Consolidated Financial Statements, our revenues are recognized on the percentage-of-completion method of accounting. The percentage-of-completion accounting practice we use results in our recognizing contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. The process of estimating costs on projects requires a significant amount of judgment and combines


professional engineering, cost estimating, pricing and accounting inputs. Contract losses are recognized in full when determined, and estimates of revenue and cost to complete are adjusted based on ongoing reviews of estimated contract performance. Previously recorded estimates are adjusted as the project progresses. In certain circumstances, it is possible that such adjustments could have a significant impact on our operating results for any fiscal quarter or year.   

A portion of our contracts contain terms with penalty provisions. 

Some of our contracts contain penalty provisions for the failure to meet specified contractual provisions. These contractual provisions define the conditions under which our customers may make claims against us.  In many cases in which we have had potential exposure for damages, such damages ultimately were not fully asserted by our customers. 

Fluctuations in the price and supply of raw materials used to manufacture ourproducts may reduce our profits and could materially impact our ability to meet commitments to our customers.

Our raw material costs represented 47% of our consolidated revenues for the fiscal year ended September 30, 2012. We purchase a wide variety of raw materials to manufacture our products, including steel, aluminum, copper and various electrical components. Unanticipated increases in raw material requirements, supplier availability or price increases could increase production costs and adversely affect profitability.  Our ability to meet customer commitments could be negatively impacted due to the time and effort associated with the selection and qualification of a new supplier. 

Our industry is highly competitive.

Many

Some of our competitors are significantly larger and have substantially greater resources than we do. Competition in the industry depends on a number of factors, including price. Certain of our competitors may have lower cost structures and may, therefore, be able to provide their products or services at lower prices than we are able to provide.  We cannot be certain that our competitors will not develop the expertise, experience and resources to provide products or services that are superior in both price and quality to our services. Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within our industry, maintain our customer base at current levels or increase our customer base.

Our operations could be adversely impacted by the continuing effects from government regulations.

Various regulations have been implemented related to new safety and certification requirements applicable to oil and gas drilling and production activities.  While certain new drilling plans and drilling permits have been approved, we cannot predict whether operators will be able to satisfy these requirements.  Further, we cannot predict what the continuing effects of government regulations on offshore deepwater drilling projects may have on offshore oil and gas exploration and development activity, or what actions may be taken by our customers or other industry participants in response to these regulations.  Changes in laws or regulations regarding offshore oil and gas exploration and development activities and decisions by customers and other industry participants could reduce demand for our services, which would have a negative impact on our operations.  Similarly, we cannot accurately predict future regulations by the government in any country in which we operate and how those regulations may affect our ability to perform projects in those regions.  

International and political events may adversely affect our operations.

International sales accounted for approximately 23%42% of our revenues in fiscal 2009,2012, including sales from our operations in the United Kingdom. We primarily operateKingdom and Canada. Our manufacturing facilities are in developed countries with historically stable operating and fiscal environments. Our consolidated results of operations, cash flows and financial condition could be adversely affected by the occurrence of political and economic instability; social unrest, acts of terrorism, force majeure, war or other armed conflict; inflation; currency fluctuations, devaluations and conversion restrictions; governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds and trade restrictions and economic embargoes imposed by the United StatesU.S. or other countries.

Fluctuations in the price and supply of raw materials used to manufacture our products may reduce our profits.
Our raw material costs represented approximately 48% of our revenues for the fiscal year ended September 30, 2009. We purchase a wide variety of raw materials to manufacture our products, including steel, aluminum, copper and various electrical components. Unanticipated increases in raw material requirements or price increases could increase production costs and adversely affect profitability.
Our use ofpercentage-of-completion accounting could result in a reduction or elimination of previously reported profits.
As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” and in Notes to Consolidated Financial Statements, a significant portion of our revenues is recognized on thepercentage-of-completion method of accounting. Thepercentage-of-completion accounting practice we use results in our recognizing contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. The process of estimating costs on projects combines professional engineering, cost estimating, pricing and accounting judgment. Contract losses are recognized in full when determined, and contract profit estimates are adjusted based on ongoing reviews of estimated contract profitability. Previously recorded estimates are adjusted as the project progresses. In certain circumstances, it is possible that such adjustments could have a significant impact on our operating results for any fiscal quarter or year.


9


Our dependence upon fixed-price contracts could result in reduced profits or, in some cases, losses, if costs increase above our estimates.
We currently generate, and expect to continue to generate, a significant portion of our revenues underfixed-price contracts. We must estimate the costs of completing a particular project to bid for fixed-price contracts. The cost of labor and materials, however, may vary from the costs we originally estimated. These variations, along with other risks inherent in performing fixed-price contracts, may cause actual revenue and gross profits for a project to differ from those we originally estimated, and could result in reduced profitability or losses on projects. Revenues and profits recognized under thepercentage-of-completion method of accounting may be reversed if estimates of costs to complete a project increase. Depending upon the size of a particular project, variations from the estimated contract costs could have a significant impact on our operating results for any fiscal quarter or year. Some of our contracts contain penalty provisions that require us to pay liquidated damages if we are responsible for the failure to meet specified contractual milestones and the applicable customer asserts a claim under these provisions. These contractual provisions define the conditions under which our customers may make claims against us to pay liquidated damages. In many cases in which we have had potential exposure for liquidated damages, such damages ultimately were not fully asserted by our customers.
Our acquisition strategy involvesAcquisitions involve a number of risks.

Our strategy has been to pursue growth and product diversification through the acquisition of companies or assets that will enable us to expand our product and service offerings. We routinely review potential acquisitions. However, weWe may be unable to implement this strategy if we cannot reach agreement on potential strategic acquisitions on acceptable terms or for other reasons. Moreover, our acquisition strategy involvesAcquisitions involve certain risks, including difficulties in the integration of operations and systems; failure to realize cost savings; the termination of relationships by key personnel and customers of the acquired company;company and a failure to add additional employees to handle the increased volume of business; additionalbusiness.  Additionally, financial and accounting challenges and complexities in areas such as valuation, tax planning, treasury management and financial reporting; risks and liabilitiesreporting from our acquisitions some of whichpose risks to our strategy.  Due diligence may not be discovered duringreveal all risks and challenges associated with our due diligence; a disruption ofacquisitions.  It is possible impairment charges resulting from the overpayment for an acquisition may negatively impact our ongoing business or an inability of our ongoing business to receive sufficient management attention and a failure to realize the cost savings or other financial benefits we anticipated.

earnings.  Financing for acquisitions may require us to obtain additional equity or debt financing, which, if available, may not be available on attractive terms.


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.

Our quarterly results may be materially and adversely affected by changes in estimated costs or revenues under fixed-price contracts; the timing and volume of work under new agreements; general economic conditions; the spending patterns of customers; variations in the margins of projects performed during any particular quarter; losses experienced in our operations not otherwise covered by insurance; a change in the demand or production of our products and our services caused by severe weather conditions; a change in the mix of our customers, contracts and


10


business; increases in design and manufacturing costs; the ability of customers to pay their invoices owed to us and disagreements with customers related to project performance on delivery.

Accordingly, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for an entire year.

We may be unsuccessful at generating profitable internal growth.

Our ability to generate profitable internal growth will be affected by, among other factors, potential regulatory changes, our ability to attract new customers;customers, increase the number or size of projects performed for existing customers;customers, hire and retain employees, and increase volume utilizing our existing facilities and our ability to construct and integrate new facilities.

In addition, our customers may reduce the number or size of projects available to us. Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that our strategies will be successful or that we will be able to generate cash flow sufficient to fund our operations and to support internal growth. If we are unsuccessful, we may not be able to achieve internal growth, expand our operations or grow our business.

The departure of key personnel could disrupt our business.

We depend on the continued efforts of our executive officers and senior management. We cannot be certain that any individual will continue in such capacity for any particular period of time. The loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to manage our business.


Our business requires skilled labor, and we may be unable to attract and retainqualified employees.

Our ability to maintain our productivity and profitability will be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may experience shortages of qualified personnel. We cannot be certain that we will be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy or that our labor expenses will not increase as a result of a shortage in the supply of skilled personnel. Labor shortages or increased labor costs could impair our ability to maintain our business or grow our revenues, and may adversely impact our profitability.

Actual and potential claims, lawsuits and proceedings could ultimately reduce ourprofitability and liquidity and weaken our financial condition.

We could be named as a defendant in future legal proceedings claiming damages from us in connection with the operation of our business. Most of the actions against us arise out of the normal course of our performing services or manufacturing equipment. We are and will likely continue to be a plaintiff in legal proceedings against customers, in which we seek to recover payment of contractual amounts due to us, as well as claims for increased costs incurred by us. When appropriate, we establish provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure. If in the future our assumptions and estimates related to such exposures prove to be inadequate or wrong, our consolidated results of operations, cash flows and financial condition could be adversely affected. In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating our business.

Unforeseen difficulties with the implementation or operation of our enterprise resource planning system could adversely affect our internal controls and our business.

The efficient execution of our business is dependent upon the proper functioning of our enterprise resource planning (ERP) system that supports our human resources, accounting, estimating, financial, job management and customer systems.  Any significant failure or malfunction of our ERP system may result in disruption of our operations.  Our results of operations could be adversely affected if we encounter unforeseen problems with respect to the operation of this ERP system. 

We carry insurance against many potential liabilities, and our management of risk mayleave us exposed to unidentified or unanticipated risks.

Although we maintain insurance policies with respect to our related exposures, including certain casualty, business interruption, self-insured medical and dental programs, these policies contain deductibles, self-insured retentions and limits of coverage. We estimate our liabilities for known claims and unpaid claims and expenses based on information available as well as projections for claims incurred but not reported. However, insurance liabilities, some of which are self-insured, are difficult to estimate due to various factors. If any of our insurance policies or programs are not effective in mitigating our risks, we may incur losses that are not covered by our insurance policies or that exceed our accruals or that exceed our coverage limits and could adversely impact our consolidated results of operations, cash flows and financial position.


11


We may incur additional healthcare costs arising from federal healthcare reform legislation.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the U.S.  This legislation expands health care coverage to many uninsured individuals and expands coverage to those already insured.  The changes required by this legislation could cause us to incur additional healthcare and other costs. 

Technological innovations by competitors may make existing products and productionmethods obsolete.

All of the products manufactured and sold by the Company depend upon the best available technology for success in the marketplace. The competitive environment is highly sensitive to technological innovation in both segments of our business. It is possible for competitors (both domestic and foreign)international) to develop products or production methods which will make current products or methods obsolete or at least hasten their obsolescence.obsolescence; therefore, we cannot be certain that our competitors will not develop the expertise, experience and resources to provide products and services that are superior in both price and quality. 

10 


Catastrophic events could disrupt our business.

The occurrence of catastrophic events ranging from natural disasters such as hurricanes to epidemics such as health epidemics to acts of war and terrorism could disrupt or delay the Company’s ability to complete projects for its customers and could potentially expose the Company to third-party liability claims. Such events may or may not be fully covered by our various insurance policies or may be subject to deductibles. In addition, such events could impact the Company’s customers and suppliers, resulting in temporary or long-term delaysand/or cancellations of orders or raw materials used in normal business operations. These situations are outside the Company’s control and could have a significant adverse impact on the results of operations.

Item 1B.Unresolved Staff Comments
None.
Item 2.Properties

Unforeseen difficulties with the construction, relocation and start-up of our two new facilities could adversely affect our operations.

We haveare currently constructing a manufacturing/assembly facility in the United States, as well as one in Canada.  We will relocate from two of our existing facilities upon completion of these two facilities.  Any significant delay in the construction, relocation or start-up of either of these new facilities could adversely affect our operations. 

Item 1B.  Unresolved Staff Comments

None.  

Item 2.  Properties

We own or lease manufacturing facilities, sales offices, field offices and repair centers located throughout the United States,U.S. and Canada, and we have a manufacturing facility located in the United Kingdom. We also rent office space in Singapore on an as-needed basis. Our facilities are generally located in areas that are readily accessible to raw materials and labor pools and are maintained in good condition. These facilities, together with recent expansions, are expected to meet our needs for the foreseeable future.

Our principal locations by segment as of September 30, 2009,2012, are as follows:

 

 

 

 

 

 

 

 

 

 

 

Approximate

 

Number

 

 

Square Footage

Location

of Facilities

Acres

 

Owned

 

Leased

Electrical Power Products:

 

 

 

Houston, TX

152.5 

 

446,600 

 

138,600 

North Canton, OH

8.0 

 

115,200 

 

Northlake, IL

10.0 

 

103,500 

 

Bradford, United Kingdom

7.9 

 

129,200 

 

Acheson, Alberta, Canada

20.1 

 

 

Edmonton, Alberta, Canada

 

 

70,700 

Calgary, Alberta, Canada

 

 

8,200 

Process Control Systems:

 

 

 

Pleasanton, CA

 

 

21,200 

Duluth, GA

 

 

41,700 

Chantilly, VA

 

 

9,900 

East Rutherford, NJ

 

 

8,700 
                 
      Approximate
  Number
   Square Footage
Location
 of Facilities Acres Owned Leased
 
Electrical Power Products:
                
Houston, TX  3   78.1   430,600   138,600 
North Canton, OH  1   8.0   115,200    
Northlake, IL  1   10.0   103,500    
Bradford, United Kingdom  1   7.9   129,200    
Process Control Systems:
                
Pleasanton, CA  1          21,200 
Duluth, GA  1          29,700 
Chantilly, VA  1          5,200 
East Rutherford, NJ  1          7,300 

All leased properties are subject to long-term leases with remaining lease terms ranging from one to five11 years as of September 30, 2009.2012. We do not anticipate experiencing significant difficulty in retaining occupancy of any of our leased facilities through lease renewals prior to expiration or throughmonth-to-month occupancy, or in replacing them with equivalent facilities.

Item 3.Legal Proceedings

In fiscal 2012, we acquired land in Houston, Texas, and in Acheson, Alberta, Canada, and began construction of two facilities to allow us to expand our operations.  We estimate the total cost of these facilities, including the land, will be approximately $75 million.  Such costs are expected to be funded from our existing cash and cash equivalents and future cash flow from operations. 

Item 3.  Legal Proceedings

We are involved in various legal proceedings, claims and other disputes arising in the ordinary course of business which, in general, are subject to uncertainties and the outcomes are not predictable. We do not believe that the ultimate conclusion of these disputes could materially affect our financial position or results of operations.

We previously entered into a construction joint venture agreement to supply, install and commission a Supervisory Control and Data Acquisition System (“SCADA”) to monitor and control the distribution and delivery of fresh water to the City and County of San Francisco Public Utility Commission (“Commission”). The project was


12


Item 4.  Mine Safety Disclosures

Not applicable. 

11 


The joint venture, of which we are the managing partner, and the Commission reached an agreement through mediation in April 2009. The settlement required the Commission to pay the joint venture $5.9 million, of which $2.5 million was previously paid in December 2008, resulting from the previously issued jury verdict in our favor. An additional payment of $2.5 million was received in May 2009, and the final payment of $0.9 million was received in July 2009. This settlement resulted in an increase in revenue of approximately $3.5 million, reduced by legal and other expenses of approximately $0.7 million in fiscal 2009.
Item 4.

Submission of Matters to a Vote of Security Holders

We did not submit any matter to a vote of our stockholders during the fourth quarter of fiscal year 2009.
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5.  Market for Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Our common stock trades on the NASDAQ Global Market (“NASDAQ”)(NASDAQ) under the symbol “POWL.” The following table sets forth, for the periods indicated, the high and low sales prices per share as reported on the NASDAQ for our common stock.

36.47

 

 

 

 

 

 

 

High

 

 

Low

Fiscal Year 2011:

 

 

 

First Quarter

$

37.65 

 

$

29.13 

Second Quarter

 

40.88 

 

 

32.97 

Third Quarter

 

40.82 

 

 

32.01 

Fourth Quarter

 

41.64 

 

 

30.28 

Fiscal Year 2012:

 

 

 

First Quarter

$

36.47 

 

$

25.76 

Second Quarter

 

38.51 

 

 

30.67 

Third Quarter

 

38.62 

 

 

30.00 

Fourth Quarter

 

43.65 

 

 

33.37 
         
  High Low
 
Fiscal Year 2008:
        
First Quarter $47.00  $37.51 
Second Quarter  45.76   35.47 
Third Quarter  55.50   38.50 
Fourth Quarter  57.98   37.34 
Fiscal Year 2009:
        
First Quarter $41.00  $16.74 
Second Quarter  37.31   23.25 
Third Quarter  44.93   30.60 
Fourth Quarter  42.55   33.73 

As of December 7, 2009,November 30, 2012, the last reported sales price of our common stock on the NASDAQ was $37.08$40.04 per share. As of December 7, 2009,November 30, 2012, there were 548496 stockholders of record of our common stock. All common stock held in street names are recorded in the Company’s stock register as being held by one stockholder.

See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans.

Dividend Policy

Our current credit agreements limit the payment of dividends, other than dividends payable solely in our capital stock, without prior consent of our lenders. To date, we have not paid cash dividends on our common stock, and for the foreseeable future we intend to retain earnings for the development of our business. Future decisions to pay cash dividends will be at the discretion of the Board of Directors and will depend upon our results of operations, financial condition and capital expenditure plans and restrictive covenants under our credit facilities, along with other relevant factors.


13


Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting“soliciting material” or to be “filed” with the Securities and Exchange Commission,nor shall such information be incorporated by reference into any future filing underthe Securities Act of 1933 or Securities Act of 1934, each as amended, except to theextent that we specifically incorporate it by reference into such filing.

The following graph compares, for the period from October 31, 2004,1, 2007, to September 30, 2009,2012, the cumulative stockholder return on our common stock with the cumulative total return on the NASDAQ Market Index and Industrial Electrical Equipment.Equipment Group (a select group of peer companies – Advanced Energy Industries, Inc.; Altra Holdings Inc.; AZZ Inc.; CTC Corporation; DXP Enterprises Inc.; ENGlobal Corporation; ESCO Technologies Inc.; Franklin Electric Company, Inc.; Integrated Electrical Services, Inc.; Methode Electronics Inc. and Power-One Inc.). The comparison assumes that $100 was invested on October 31, 2004,1, 2007, in our common stock, the NASDAQ Market Index and Industrial Electrical Equipment.Equipment Group. The stock price performance reflected on the following graph is not necessarily indicative of future stock price performance.

12 


COMPARISON OF5-YEAR CUMULATIVE TOTAL RETURN
AMONG POWELL INDUSTRIES, INC.,
INDUSTRIAL ELECTRICAL EQUIPMENT AND NASDAQ MARKET INDEX

Item 6.

Item 6.Selected Financial Data
  Selected Financial Data

The selected financial data shown below for the past five years (including the11-month period ended September 30, 2006) was derived from our audited financial statements. The historical results are not necessarily indicative of the operating results to be expected in the future. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this Annual Report.

On August 7, 2006,

In December 2009, we purchasedacquired the business and certain assets relatedof PowerComm Inc. and its subsidiaries, Redhill Systems Ltd., Nextron Corporation, PCG Technical Services Inc. and Concorde Metal Manufacturing Ltd (the entire business of which is referred to the ANSI medium voltageherein as Powell Canada).  Powell Canada is headquartered in Edmonton, Alberta, Canada, and provides electrical equipment, maintenance and services.  Powell Canada is also a manufacturer of switchgear and circuit breaker business of GE’s Consumer & Industrial unit.related products, primarily serving the oil and gas industry in western Canada.  The operating results of the Power/Vac® product line are included from that date.

On July 14, 2006, we acquired certain assets and hired the service and administrative employees of an electrical services company in Louisiana. The operating results of this acquisitionPowell Canada are included in our Electrical Power Products business segment from thatthe acquisition date.


14


13 


On July 4, 2005, we acquired selected assets

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended September 30,

 

2012

 

2011

 

2010

 

2009

 

2008

 

(In thousands, except per share data)

Statements of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

717,194 

 

$

562,397 

 

$

550,692 

 

$

665,851 

 

$

638,704 

Cost of goods sold

 

577,256 

 

 

462,467 

 

 

408,635 

 

 

520,802 

 

 

512,298 

Gross profit

 

139,938 

 

 

99,930 

 

 

142,057 

 

 

145,049 

 

 

126,406 

Selling, general and administrative expenses

 

88,947 

 

 

85,058 

 

 

84,457 

 

 

79,954 

 

 

80,416 

Amortization of intangible assets

 

2,599 

 

 

4,752 

 

 

4,477 

 

 

3,460 

 

 

3,585 

Impairments

 

 

 

7,158 

 

 

7,452 

 

 

 

 

Operating income

 

48,392 

 

 

2,962 

 

 

45,671 

 

 

61,635 

 

 

42,405 

Gain on sale of investment

 

 

 

(1,229)

 

 

 

 

 

 

Interest expense, net

 

158 

 

 

194 

 

 

610 

 

 

976 

 

 

2,537 

Income before income taxes

 

48,234 

 

 

3,997 

 

 

45,061 

 

 

60,659 

 

 

39,868 

Income tax provision

 

18,577 

 

 

6,712 

 

 

19,894 

 

 

20,734 

 

 

14,072 

Net income (loss)

 

29,657 

 

 

(2,715)

 

 

25,167 

 

 

39,925 

 

 

25,796 

Net (income) loss attributable to noncontrolling interest

 

 

 

 

 

(159)

 

 

(208)

 

 

51 

Net income (loss) attributable to Powell Industries, Inc.

$

29,657 

 

$

(2,715)

 

$

25,008 

 

$

39,717 

 

$

25,847 

Basic earnings (loss) per share attributable to Powell Industries, Inc.

$

2.50 

 

$

(0.23)

 

$

2.17 

 

$

3.48 

 

$

2.29 

Diluted earnings (loss) per share attributable to Powell Industries, Inc.

$

2.49 

 

$

(0.23)

 

$

2.14 

 

$

3.43 

 

$

2.26 

 

 

 

 

 

 

 

 

 

As of September 30,

 

2012

2011

2010

2009 
2008 

 

(In thousands)

Balance Sheet Data:

Cash and cash equivalents

$
90,040 
$
123,466 
$
115,353 
$
97,403 
$
10,134 

Property, plant and equipment, net

78,652 
59,637 
63,676 
61,036 
61,546 

Total assets

448,312 
421,676 
400,712 
404,840 
397,634 

Long-term debt and capital lease obligations, including current maturities

4,355 
5,441 
6,885 
9,492 
41,758 

Total stockholders’ equity

310,103 
275,343 
277,303 
246,761 
206,874 

Total liabilities and stockholders’ equity

448,312 
421,676 
400,712 
404,840 
397,634 

Item 7.  Management’s Discussion and assumed certain operating liabilitiesAnalysis of Financial Condition and contractsResults of Switchgear & Instrumentation Limited. The operating results of S&I are included from that date.

                     
           11 Months
    
  Years Ended
  Ended
  Year Ended
 
  September 30,  September 30,
  October 31,
 
  2009  2008  2007  2006  2005 
  (In thousands, except per share data) 
 
Statements of Operations:
                    
Revenues $665,851  $638,704  $564,282  $374,547  $256,645 
Cost of goods sold  520,802   512,298   468,691   305,489   213,411 
                     
Gross profit  145,049   126,406   95,591   69,058   43,234 
Selling, general and administrative expenses  83,414   84,001   77,246   55,345   41,846 
Gain on sale of land and building              (1,052)
                     
Income before interest, income taxes, minority interest  61,635   42,405   18,345   13,713   2,440 
Interest expense (income), net  976   2,537   2,943   698   (386)
Income tax provision  20,734   14,072   5,468   4,609   932 
Minority interest  208   (51)  21   (3)  63 
                     
Net income $39,717  $25,847  $9,913  $8,409  $1,831 
                     
Basic earnings per share $3.48  $2.29  $0.90  $0.77  $0.17 
                     
Diluted earnings per share $3.43  $2.26  $0.88  $0.76  $0.17 
                     
                     
              As of
 
  As of September 30,  October 31,
 
  2009  2008  2007  2006  2005 
  (In thousands) 
 
Balance Sheet Data:
                    
Cash and cash equivalents $97,403  $10,134  $5,257  $10,495  $24,844 
Marketable securities              8,200 
Property, plant and equipment, net  61,036   61,546   67,401   60,336   55,678 
Total assets  404,840   397,634   341,015   292,678   226,778 
Long-term debt and capital lease obligations, including current maturities  9,492   41,758   35,836   42,396   21,531 
Total stockholders’ equity  246,761   206,874   173,549   156,931   143,994 
Total liabilities and stockholders’ equity  404,840   397,634   341,015   292,678   226,778 
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operations

The following discussion should be read in conjunction with the accompanying consolidated financial statements and related notes. 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. For a description of the risks and uncertainties, please see “Cautionary Statement Regarding Forward-Looking Statements; Risk Factors” and “Item 1A. Risk Factors” contained in this Annual Report.

Overview

We develop, design, manufacture and service customengineered-to-order equipment and systems for the management and control of electrical energy and other critical processes. Headquartered in Houston,  Texas, we


15


serve the transportation, environmental, energy, industrial and utility industries. Our business operations are consolidated into two business segments: Electrical Power Products and Process Control Systems.
Throughout fiscal years 2007  Revenues and 2008, we experienced strong marketcosts are primarily related to engineered-to-order equipment and systems which precludes us from providing detailed price and volume information. 

The markets in which Powell participates in are capital-intensive and cyclical in nature.  Cyclicality is predominantly driven by customer demand, global economic conditions and anticipated environmental or regulatory changes which affect the manner in which our customers proceed with capital investments.  Our customers analyze various factors including the demand for oil, gas and electrical energy, the overall financial environment, governmental budgets, regulatory actions and environmental concerns.  These factors influence the release of new capital projects by our products and services. New investments incustomers. 

14 


We entered fiscal 2012 with a backlog of unfilled orders of $443.0 million, an increase of $160.7 million over the prior year, which provided our revenue growth during fiscal 2012.  As of September 30, 2012, our order backlog remains strong; however, the quotation-to-order period is beginning to lengthen.  We enter fiscal 2013 with a backlog of unfilled orders of $436.7 million.  Our backlog includes various projects, some of which are for petrochemical, oil and gas construction and transportation infrastructure as well as new investments by municipal and transit authoritiesprojects which take a number of months to expand and improve public transportation, were key drivers of increased business activity in fiscal years 2008 and 2009. Customer inquiries, or requests for proposals, remained strong throughout fiscal 2008 and the first half of fiscal 2009. Accordingly, we entered fiscal 2009 with a strong backlog of orders which resulted in record revenues for fiscal 2009.

produce. 

Results of Operations

Twelve Months Ended September 30, 2009 (“Fiscal 2009”)2012 (Fiscal 2012) Compared to Twelve MonthsEnded September 30, 2008 (“2011(Fiscal 2008”)2011)

Revenue and Gross Profit

Consolidated revenues increased $27.227.5%, or $154.8 million, to $665.9$717.2 million in Fiscal 2009 compared to $638.7 million in Fiscal 2008. Revenues increased as we have responded to strong market demand by increasing our capacity and throughput.2012. Domestic revenues increased by 10.0%8.9%, or $33.9 million, to $516.0$412.8 million in Fiscal 2009 compared2012 and international revenues increased 65.9%, or $120.9 million, to $469.1$304.4 million in Fiscal 2008. International revenues decreased from $169.6 million in Fiscal 2008 to $149.9 million in Fiscal 2009,2012.  Revenues increased primarily as thea result of changes in the British PoundSterling-to-U.S. Dollar exchange rate. Thean increase in consolidated revenues was primarily due to an increased sales effortactivity in complex petrochemical and strong market demand in Fiscal 2008oil and the first half of Fiscal 2009. Gross profit in Fiscal 2009 increased by approximately $18.6 million compared to Fiscal 2008,gas construction projects, as a result of our abilityElectrical Power Products business segment. 

Gross profit in Fiscal 2012 increased 40.0%, or $40.0 million, to absorb our fixed costs and improved pricing$139.9 million in Fiscal 2012.  Gross profit as a percentage of revenues increased to 19.5% in Fiscal 2012, compared to 17.8% in Fiscal 2011 primarily as a result of strong market activity.

our Electrical Power Products business segment. 

Electrical Power Products

Our

Electrical Power Products business segment recorded revenues of $637.9increased 28.7%, or $153.3 million, to $686.6 million in Fiscal 2009, compared to $611.5 million2012. Revenues increased primarily as a result of an increase in Fiscal 2008. In Fiscal 2009, revenuesproject activity in certain markets.  Revenues from public and private utilities were approximately $154.3decreased $51.3 million compared to $171.8$115.3 million in Fiscal 2008.2012. Revenues from commercial and industrial customers totaled $432.5increased $202.2 million to $522.7 million in Fiscal 2009, an increase of $32.5 million compared to Fiscal 2008. Municipal2012.  Revenues from municipal and transit projects generated revenues of $51.1increased $2.4 million to $48.6 in Fiscal 2012. 

Electrical Power Products business segment gross profit increased 44.4%, or $40.7 million, to $132.5 million in Fiscal 20092012.  Gross profit, as a percentage of revenues, increased to 19.3% in Fiscal 2012 compared to $39.717.2% in Fiscal 2011, as a result of favorable operational execution and project management on certain large complex projects that were completed or near completion.  Our increase in project activity in Fiscal 2012 also improved our ability to cover fixed and overhead operating costs, partially offset by the challenges on certain large projects at Powell Canada.  These challenges resulted from scope changes and cost overruns on certain Canadian projects.  We are currently pursuing recovery of certain of these costs;  however, there is no assurance these costs can be recovered.  Revenues have not been recognized on such costs as recovery has not been deemed probable until change orders are approved by the customer. 

Process Control Systems

Process Control Systems business segment revenues increased 5.2%, or $1.5 million, to $30.6 million in Fiscal 2008.

2012. Business segment gross profit, as a percentage of revenues, was 20.9% indecreased to 24.4% for Fiscal 20092012, compared to 19.3% in28.2% for Fiscal 2008. The increase2011. This decrease in gross profit as a percentage of revenues was attributableis related to efficiencies resulting from an increase in production volume and improved pricing as a result of strong market activity.
Process Control Systems
In Fiscal 2009, our Process Control Systems business segment recorded revenues of $28.0 million, up from $27.2 million in Fiscal 2008. Business segment gross profit increased as a percentage of revenues, to 40.8% for Fiscal 2009, compared to 30.2% for Fiscal 2008. This increase resulted from a favorablethe mix of jobs and increased efficiencies through regionalization of operations. Revenues and gross profit benefited in Fiscal 2009 by approximately $3.5 million and $2.8 million, respectively, due to a mediated settlement related to a previously completed contract that was in dispute for several years.
project types. 

For additional information related to our business segments, see Note M of Notes to Consolidated Financial Statements.

Consolidated Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses decreased to 12.5% of revenues in Fiscal 2009 compared to 13.2% of revenues in Fiscal 2008. Selling, general and administrative expenses decreased to $83.4 million in Fiscal 2009 compared to $84.0 million in Fiscal 2008. This decrease was primarily a result of decreased commissions and incentive compensation.

Selling, general and administrative expenses, as a percentage


16


of revenues, decreased primarily due to 12.4% in Fiscal 2012 from 15.1% in Fiscal 2011.  Selling, general and administrative expenses decreased as a percentage of revenues in Fiscal 2012 as a result of our abilityincrease in revenues.  Consolidated selling, general and administrative expenses increased $3.8 million to leverage our existing infrastructure to support our increased production volume, along with the timing of commissions related to new orders.
Interest Income and Expense
Interest expense was $1.1$88.9 million in Fiscal 2009, a decrease2012.  This increase is primarily related to increased personnel costs and incentive compensation resulting from higher levels of approximately $1.8operating performance.  Additionally, separation payments of $2.6 million compared to our former CEO were recorded in selling, general and administrative expenses in the fourth quarter of Fiscal 2008. The decrease in interest expense was primarily due2011.   

15 


Amortization of Intangible Assets

Amortization of intangible assets decreased to lower interest rates and the lower amounts outstanding under our credit facility during Fiscal 2009.

Interest income was $0.1$2.6 million in Fiscal 20092012, compared to $0.4$4.8 million in Fiscal 2008.2011.  This decrease resulted from lower interest rates being earned on amounts invested.
the impairment of the intangible assets recorded in Fiscal 2011 related to Powell Canada. 

Provision for Income TaxesTax Provision

Our provision for income taxes reflectsreflected an effective tax rate on earnings before income taxes of 34.2%38.5% in Fiscal 20092012 compared to 35.3%167.9% in Fiscal 2008.2011.  The decrease in the effective tax rate resulted primarily from an agreement reached withfor both Fiscal 2012 and 2011 were negatively impacted by our inability to record the taxing authoritiestax benefit related to pre-tax losses in Canada, offset by the favorable impact on our effective tax rate for the domestic production activities deduction in the United Kingdom resulting in a reduction in tax expense of approximately $568,000 related to foreign tax credits from previous years.

States. 

Net Income (Loss) Attributable to Powell Industries, Inc.

In Fiscal 2009,2012, we recorded net income of $39.7$29.7 million, or $3.43earnings of $2.49 per diluted share, compared to $25.8a net loss of $2.7 million, or $2.26a loss of $0.23 per diluted share, in Fiscal 2008. We generated higher revenues and2011.  Net income improved gross profits for the Companyin Fiscal 2012 as a whole, while leveraging our existing infrastructure to support ourresult of increased production volume. As previously discussed, net incomerevenue and earnings from increased activity and favorable operational and project execution in Fiscal 2009 included2012.  Fiscal 2011 was negatively impacted by the benefitimpairment of intangible assets for Powell Canada of $7.2 million, the $3.5$2.6 million mediated settlement, reduced by legalseparation charge with our former CEO and other expenses of approximately $0.7 million, net ofour inability to record the tax benefits related to a previously completed contract that wasthe pre-tax losses in dispute for several years.

Canada.       

Backlog

The order backlog at September 30, 2009,2012, was $365.8$436.7 million, compared to $518.6$443.0 million at September 30, 2008.2011. New orders placed during Fiscal 20092012 totaled $511.2$710.7 million compared to $705.4$725.2 million in Fiscal 2008. Our decline in2011.  The backlog wasfor Fiscal 2012 decreased slightly due to the amountcompletion of projects completed being greater than the amount of orders received,certain complex oil and a number of our customers have delayed the start of new capital projects during the second half of Fiscal 2009.

gas production and petrochemical projects. 

Fiscal 2008 Compared to Twelve Months Ended September 30, 2007 (“Fiscal 2007”)2011 (Fiscal 2011) Compared to Twelve Months

Ended September 30, 2010 (Fiscal 2010)

Revenue and Gross Profit

Consolidated revenues increased $74.4$11.7 million to $638.7$562.4 million in Fiscal 20082011 compared to $564.3$550.7 million in Fiscal 2007.2010. Revenues increased primarily as we responded to strong market demand by increasing our capacity and throughput.a result of the $25.0 million full year impact of revenues from Powell Canada which was acquired in the first quarter of Fiscal 2010. Domestic revenues increaseddecreased by 25.9%3.6% to $469.1$378.9 million in Fiscal 20082011 compared to $372.7$393.3 million in Fiscal 2007.2010, primarily due to reduced manufacturing and service activities because of the lower level of backlog at the beginning of Fiscal 2011. International revenues decreasedincreased from $191.6$157.6 million in Fiscal 20072010 to $169.6$183.5 million in Fiscal 2008, as a large international project was substantially completed in Fiscal 2007. The increase in consolidated revenues was primarily due to higher levels of energy related investments, principally oil and gas projects.2011. Gross profit in Fiscal 2008 increased2011 decreased by approximately $30.8$42.1 million compared to Fiscal 2007,2010, as a result of improved pricing and productivity.

the competitive pressure on margins, as well as execution-related challenges on certain large projects at Powell Canada.  These factors also contributed to the decrease in gross profit as a percentage of revenues to 17.8% in Fiscal 2011, compared to 25.8% in Fiscal 2010. 

Electrical Power Products

Our Electrical Power Products business segment recorded revenues of $611.5$533.3 million in Fiscal 2008,2011, compared to $541.6$517.1 million in Fiscal 2007.2010.  Revenues increased as a result of the $25.0 million full year impact of revenues from Powell Canada which was acquired in the first quarter of Fiscal 2010.  Excluding the increase related to the revenues at Powell Canada, revenues decreased primarily due to reduced manufacturing and service activities because of the lower level of backlog at the beginning of Fiscal 2011. In Fiscal 2008,2011, revenues from public and private utilities were approximately $171.8$166.6 million compared to $174.4$148.6 million in Fiscal 2007.2010. Revenues from commercial and industrial customers totaled $400.0$320.5 million in Fiscal 2008, an increase2011, a decrease of $69.6$10.2 million compared to Fiscal 2007.2010. Municipal and transit projects generated revenues of $39.7$46.2 million in Fiscal 20082011 compared to $36.8$37.6 million in Fiscal 2007.


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2010. 


Business segment gross profit, as a percentage of revenues, was 19.3%17.2% in Fiscal 20082011 compared to 16.4%25.1% in Fiscal 2007. The increase2010. This decrease in gross profit as a percentage of revenues is attributable to an increaseresulted primarily from the competitive pressure on margins, as well as execution-related challenges on certain large projects at Powell Canada.  Gross profit in production volumeFiscal 2010 benefitted from the favorable execution of large projects, as well as cancellation fees and improved pricing, along with higher than anticipated margins being achievedthe successful negotiation of change orders on various jobs. Costprojects which were substantially completed in prior periods. 

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Process Control Systems

In Fiscal 2008,2011, our Process Control Systems business segment recorded revenues of $27.2$29.1 million, upa decrease from $22.7$33.6 million in Fiscal 2007.2010. Business segment gross profit, increased as a percentage of revenues, decreased to 30.2%28.2% for Fiscal 2008,2011, compared to 28.8%36.5% for Fiscal 2007.2010. This increasedecrease in revenues and gross profit as a percentage of revenues resulted from a less favorable mix of jobs and achieving synergies and increased efficiencies through regionalization of operations. Revenues and gross profit in Fiscal 2008 were also positively impacted by approximately $1.9 million related to the favorable settlement of a claim for extra work performed on a project that was substantially completed in prior years.

projects. 

For additional information related to our business segments, see Note M of Notes to Consolidated Financial Statements.

Consolidated Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses decreased to 13.2%15.1% of revenues in Fiscal 20082011 compared to 13.7%15.3% of revenues in Fiscal 2007.2010. Selling, general and administrative expenses increased to $84.0remained relatively unchanged at $85.1 million in Fiscal 20082011 compared to $77.2$84.5 million in Fiscal 2007. This increase is a result of increased commissions, salaries2010.  Decreases in short-term and long-term incentive compensation dueresulting from lower earnings compared to Fiscal 2010 were offset by increased volumesdepreciation expense related to the Company’s ERP system in Fiscal 2011, compared to Fiscal 2010.  Additionally, separation payments of $2.6 million to our former CEO were recorded in selling, general and earnings.administrative expenses in the fourth quarter of which $1.2 million was paid in October 2011, with the balance being comprised of deferred payments and compensation expense related to the vesting of outstanding equity-based awards.  In the prior year there were acquisition-related costs of $2.4 million related to the acquisition of Powell Canada.  Selling, general and administrative expenses decreased as a percentage of revenues decreased duein Fiscal 2011 as a result of the increase in revenue of $11.7 million. 

Amortization of Intangible Assets

Amortization of intangible assets increased to our ability to leverage our existing infrastructure to support our increased production volume.

Interest Income and Expense
Interest expense was $2.9$4.8 million in Fiscal 2008, a decrease of approximately $0.6 million2011, compared to Fiscal 2007. The decrease in interest expense was primarily due to lower interest rates.
Interest income was $0.4$4.5 million in Fiscal 2008 compared to $0.62010.  This increase was from the full year impact of the amortization of the intangible assets recorded as a result of acquisitions in Canada. 

Gain on sale of investment

Gain on sale of investment resulted from a $1.2 million gain recorded in the second quarter of Fiscal 2011 from cash received for the sale of our 50% equity investment in Kazakhstan which was previously a part of the acquisition of Powell Canada in Fiscal 2007.2010. 

Impairments 

An impairment charge of $7.2 million was recorded in Fiscal 2011 related to the impairment of the intangible assets related to Powell Canada.  This decrease resultedimpairment of intangible assets was the result of continued operating losses from lower interest ratesPowell Canada and the execution-related challenges on certain large projects, which reduced the Company’s projections for future revenues and cash being usedflows from Powell Canada.   

An impairment of goodwill of $7.5 million was recorded in Fiscal 2010 related to fund workingthe Powell Canada acquisition.  The Company’s strategic decision to exit the 50% owned joint venture in Kazakhstan and delays in the anticipated growth in capital during Fiscal 2008.

investments in the Oil Sands Region of western Canada, relative to our expectations, resulted in the impairment charge. 

Provision for Income TaxesTax Provision

Our provision for income taxes reflectsreflected an effective tax rate on earnings before income taxes of 35.3%167.9% in Fiscal 20082011 compared to 35.5%44.1% in Fiscal 2007. Our2010.  The effective tax rate isfor Fiscal 2011 was negatively impacted by income generatedour inability to record the tax benefit of $4.5 million related to pre-tax losses in Canada, offset by the favorable impact on our effective tax rate for the domestic production activities deduction and the research and development credit in the United Kingdom, which has a lower statutory rate than the United States, as well as a mix of various state income taxes due to the relative mix of volume in the United States.

Net Income (Loss) Attributable to Powell Industries, Inc.

In Fiscal 2008,2011, we recorded a net incomeloss of $25.8$2.7 million, or $2.26a loss of $0.23 per diluted share, compared to $9.9net income of $25.0 million, or $0.88earnings of $2.14 per diluted share, in Fiscal 2007. As discussed above, we generated higher revenues2010.  The impairment of intangible assets for Powell Canada of $7.2 million, and improvedour inability to record the tax benefits of $4.5 million related to the pre-tax losses in Canada contributed to our net loss in Fiscal 2011.  Fiscal 2011 was also negatively impacted by execution-related challenges on certain large projects at Powell Canada.  The overall decrease in net income in Fiscal 2011 compared to Fiscal 2010 resulted from competitive pressure on gross profitsmargins compared to Fiscal 2010 which benefitted from the favorable execution of large projects, as well as cancellation fees and the successful negotiation of change orders on projects which were substantially completed in allprior periods.  Net income for Fiscal 2010 was negatively impacted by the impairment of goodwill of approximately $7.5 million and our business segments, while leveraging our existing infrastructureinability to support our increased production volume.record the tax benefit of $3.7 million related to the pre-tax losses in Canada.   

17 


Backlog

The order backlog at September 30, 2008,2011, was $518.6$443.0 million, compared to $464.5$282.3 million at September 30, 2007.2010. New orders placed during Fiscal 20082011 totaled $705.4$725.2 million compared to $667.1$466.8 million in Fiscal 2007.


18

2010. Backlog increased primarily due to increased activity in petrochemical and offshore oil and gas construction projects.  Some of our recent orders received were for large petrochemical and offshore oil and gas construction projects which take several months to produce, and most were awarded in competitive bid situations. 


Liquidity and Capital Resources

Cash and cash equivalents increaseddecreased to approximately $97.4$90.0 million at September 30, 2009,2012, compared to $123.5 million at September 30, 2011, primarily as a result of cash flow provided by operationsthe recent purchases of approximately $127.0 million for Fiscal 2009. The approximately $127.0 million of cash flow from operations resulted from net income and our increased effortsland to manage inventory and billings to customers and was used to repay our U.S. revolving credit facility and our revolving credit facility and term loanbuild facilities in the United Kingdom, reducing total debt outstanding by approximately $26.6 million,States and Canada during Fiscal 2012 to financesupport our operational activities.continued expansion of the offshore production markets and the Canadian Oil Sands market.  As of September 30, 2009,2012, current assets exceeded current liabilities by 2.12.6 times and our debt to total capitalization ratio was 3.7%1.4%.

At September 30, 2009, we had cash and cash equivalents of $97.4 million, compared to $10.1 million at September 30, 2008.

We have a $58.5$75.0 million revolving credit facility in the U.S. and an additional £4.0 million (approximately $6.4 million) revolving credit facility in the United Kingdom, both of, which expireexpires in December 2012.2016. As of September 30, 2009,2012, there were no amounts borrowed under these linesthis line of credit.  We also have a $10.2 million revolving credit facility in Canada.  At September 30, 2012, there was no balance outstanding under the Canadian revolving credit facility. Total long-term debt and capital lease obligations, including current maturities, totaled $9.5$4.4 million at September 30, 2009,2012, compared to $41.8$5.4 million at September 30, 2008.2011. Letters of credit outstanding were $17.6$36.6 million and $31.3$13.2 million at September 30, 20092012 and 2008, respectively.2011, respectively, which reduce our availability under our U.S. credit facility and our Canadian revolving credit facility. Amounts available under the U.S. revolving credit facility andwere $38.5 million at September 30, 2012.   Amounts available under the Canadian revolving credit facility in the United Kingdom were approximately $45.9$10.0 million and $6.4 million, respectively, at September 30, 2009.2012. For further information regarding our debt, see Notes HG and K of Notes to Consolidated Financial Statements.

Approximately $8.0 million of our cash at September 30, 2012, was held internationally for international operations.  It is our intention to indefinitely reinvest all current and future foreign earnings internationally in order to ensure sufficient working capital and support and expand these operations.  In the event that the Company elects to repatriate some or all of the foreign earnings that were previously deemed to be indefinitely reinvested outside the U.S., under current tax laws we would incur additional tax expense upon such repatriation. 

We believe that cash available and borrowing capacity under our existing credit facilities should be sufficient to finance anticipated operating activities, capital improvements and expansions, as well as debt repayments for the foreseeable future.  We will continue to monitor the factors that drive our markets and strive to maintain our leadership and competitive advantage in the markets we serve while aligning our cost structures with market conditions. 

Operating Activities

During Fiscal 2009,2012, cash used in operating activities was $6.0 million.  During Fiscal 2011 and Fiscal 2010, cash provided by operating activities was approximately $127.0 million.$15.5 million and $64.1 million, respectively.  Cash flow from operations is primarily influenced by demand for our products and services and is impacted as our progress payment terms with our customers are matched with the payment terms with our suppliers.  During Fiscal 2012, the cash used in operations of $6.0 million was primarily the result of increased unbilled contract receivables based on progress billing milestones.  The increasedecrease in Fiscal 2011 cash flow from operations resulted primarily from the net incomeloss and our increased efforts to manage inventory and billings to customers.increase in accounts receivable.  During Fiscal 2008, cash used in operating activities was approximately $5.2 million. Cash flow from operations was negatively impacted as accounts receivable and inventories increased due to higher volume as a result of demand for our products and services. During Fiscal 2007,2010, cash provided by operating activities was approximately $12.2 million.

$64.1 million and resulted primarily from net income and decreases in accounts receivable, offset by decreases in accounts payable and income taxes payable.   

Investing Activities

Investments in

Purchases of property, plant and equipment during Fiscal 20092012 totaled approximately $8.1$29.1 million compared to $3.4$7.3 million and $14.3$4.4 million in Fiscal 20082011 and 2007,2010, respectively.  OurA significant portion of the investments in Fiscal 2012 was to acquire land and build facilities in the United States and Canada to support our continued expansion in the offshore production markets and Canadian Oil Sands.  During Fiscal 2011, we received cash of $1.2 million from the sale of our 50% equity investment in Kazakhstan and established a restricted cash account of $1.0 million for the purchase of land near Houston, Texas, which subsequently occurred in October 2011.  During Fiscal 2011, our capital expenditures in Fiscal 2009primarily related primarily to the expansionimplementation of ERP systems and construction of a warehouse at one of our operating facilitiesU.S. facilities.  During Fiscal 2010, we paid cash of $23.4 million, excluding debt assumed and for upgradesacquisition-related expenses, to acquire Powell Canada.  Additionally, $0.6 million was paid to acquire the noncontrolling interest related to our enterprise resource planning system (“ERP system”). The majority of our 2007 capital expenditures were usedjoint venture in Singapore (Powell Asia), which has been strategically realigned from an operating entity to continue the implementation of our new ERP system,a sales and the expansion of two of our operating facilities.

marketing function within Powell.   

There were no materialsignificant proceeds from the sale of fixed assets in Fiscal 20092012, 2011 or 2008. Proceeds2010.  

Financing Activities

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Net cash provided by financing activities was $1.3 million during Fiscal 2012 due to cash being received from the saleexercise of fixed assets provided cash of approximately $0.2 million in Fiscal 2007. Proceeds from the sale of fixed assets in Fiscal 2009 and 2007 were primarily from the sale of idled manufacturing facilities and equipment.

Financing Activities
stock options.  Net cash used in financing activities was approximately $30.4$0.8 million during Fiscal 2011.  Net cash used in financing activities was $19.4 million in Fiscal 2009, because2010, as we paid down our Canadian revolving linesline of credit and the term loan from the cash flow provided by our operating activities.   Net cash provided by financing activities was approximately $13.8 million in Fiscal 2008. The primary source of cash in financing activities in Fiscal 2008 was due to borrowings on the US revolving line of credit and proceeds from the exercise of stock options, which were used to fund operations and capital expenditures. Net cash used in financing activities was approximately $4.0 million in Fiscal 2007. The primary use of cash in financing activities in Fiscal 2007 was due to payments on the US revolving line of credit.


19


Contractual and Other Obligations

At September 30, 2009,2012, our long-term contractual obligations were limited to debt and leases. The table below details our commitments by type of obligation, including interest if applicable, and the period that the payment will become due (in thousands).

 

 

 

 

 

 

As of September 30, 2012, 

Payments Due by Period:

Long-Term 

Debt 

Obligations

Capital 

Lease 

Obligations

Operating 

Lease 

Obligations

  

  

Total

Less than 1 year

$
416 
$
347 
$
5,597 
$
6,360 

1 to 3 years

827 
32 
8,108 
8,967 

3 to 5 years

820 

5,184 
6,004 

More than 5 years

2,018 

7,725 
9,743 

Total long-term contractual obligations

$
4,081 
$
379 
$
26,614 
$
31,074 
             
  Long-Term
  Operating
    
As of September 30, 2009,
 Debt
  Lease
    
Payments Due by Period:
 Obligations  Obligations  Total 
 
Less than 1 year $5,929  $2,982  $8,911 
1 to 3 years  850   5,356   6,206 
3 to 5 years  841   2,219   3,060 
More than 5 years  3,267      3,267 
             
Total long-term contractual obligations $10,887  $10,557  $21,444 
             

As of September 30, 2009,2012, the total unrecognized tax benefit related to uncertain tax positions was approximately $0.6$0.5 million.  We estimate that none of this will be paid within the next 12 months.  However, we believe that it is reasonably possible that within the next 12 months, the total unrecognized tax benefits will decrease by approximately $80,00039% due to the expiration of certain statutes of limitations.limitations in various state and local jurisdictions.  We are unable to make reasonably reliable estimates regarding the timing of future cash outflows, if any, associated with the remaining unrecognized tax benefits.

Other Commercial Commitments

We are contingently liable for secured and unsecured letters of credit of $17.6$43.6 million as of September 30, 2009,2012, of which $12.6$36.6 million reduces our borrowing capacity.

The following table reflects potential cash outflows that may result from a contingentin the event relatedthat we are unable to perform under our letters of creditcontracts (in thousands):

��

As of September 30, 2012, 

Payments Due by Period:

Letters of 

Credit

Less than 1 year

$
23,997 

1 to 3 years

8,162 

3 to 5 years

11,436 

More than 5 years

Total long-term commercial obligations

$
43,595 
     
As of September 30, 2009,
 Letters of
 
Payments Due by Period:
 Credit 
 
Less than 1 year $9,312 
1 to 3 years  7,948 
3 to 5 years  135 
More than 5 years  159 
     
Total long-term commercial obligations $17,554 
     

We also had performance and maintenance bonds totaling approximately $182.8$249.1 million that were outstanding at September 30, 2009.2012. Performance and maintenance bonds are used to guarantee contract performance to our customers.

Outlook

We participate

The markets in largewhich Powell participates are capital-intensive projectsand cyclical in nature.  Cyclicality is predominantly driven by customer demand, global economic conditions and anticipated environmental or regulatory changes which affect the oil and gas, petrochemical, utility and transportation markets,manner in which can take several years to plan and execute. Once our customers begin the construction phase, projectsproceed with capital investments.  Market cycles are typically completed. Our record revenuesmany months or years in Fiscal 2009 were driven by the large numberlength and size of capital projects that were planned and initiated over the past two years.

However, our backlog of orders going into our fiscal year 2010 (“Fiscal 2010”) is approximately $365.8 million, a $152.8 million decrease from the beginning backlog of orders going into Fiscal 2009. Throughout the second half of Fiscal 2009, an increasing number ofrequire our customers began to delay the start of new capital projects. We believe these delays resulted from the short-term reduction inanalyze factors which include the demand for oil, uncertaintygas and electrical energy, the overall financial environment, governmental budgets, the outlook for regulatory actions and environmental concerns.  Orders take a number of months to produce, are traditionally awarded in the worldwide economycompetitive bid situations and financial markets, as well as increasing uncertainty asscheduling is matched to the impact that potential regulatory changes could have on their business. We believe that this delay in capital project investment decisions will subside once financial markets begin to stabilize andcustomer requirements which may change during the impactcourse of regulatory changes can be predicted.


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any particular project. 


Growth in demand for energy is expected to continue over the long term.  NewThis, when coupled with the need for replacement of existing infrastructure investments will be needed to ensure the available supply of petroleum products. New power generation and distribution infrastructure will also be needed to meet the growing demand for electrical energy. New power generation plants will also be needed to replace the aging facilities across the United States, as those plants reachthat is at the end of theirits life cycle.cycle, demonstrates a continued need for products and services produced by us.  A heightened concern for environmental damage,concern, together with the uncertainty ofupward pressure on gasoline prices, has expanded the popularity of urban transit systems and pushed ridership to an all-time high, which will drive newsystems.  This should increase demand for investment in transit infrastructure. Opportunitiesinfrastructure, contingent upon the availability of government financing.  A sluggish global economy and uncertain market conditions in various locations around the world will place competitive market pressure on margins.  The outlook for future projects continue;continued opportunities for our products and services remains positive; however, the timing and pricing of many of these projects is difficult to predict.

19 


Our operating results are frequently impacted by the timing and resolution of change orders and project close-out which could cause gross margins to improve during the period in which these items are approved and finalized with customers.  As a result of these issues, the timing and ultimate financial outcome on some projects is often difficult to predict. 

We believe that cash available and borrowing capacity under our existing revolverscredit facility should be sufficient to finance anticipated operational activities, capital improvements and debt repayments for the foreseeable future. During this period of economic and market uncertainty, we will continue to monitor the factors that drive our markets. Wemarkets and will strive to maintain our leadership and competitive advantage in the markets we serve while aligning our cost structures with market conditions.

Effects of Inflation

We have experienced significant price volatility related toare impacted by inflation which has caused increases in our costs of raw materials, primarily copper, aluminum and steel, during the past three years. Fixed priceFixed-price contracts can limit our ability to pass costthese increases to our customers, thus negatively impacting our earnings. We anticipate that the volatilityinflation in commodity prices could impact our operations in Fiscal 2010.

fiscal 2013. 

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies and estimates to be critical in the preparation and reporting of our consolidated financial statements.

Revenue Recognition

Our revenues are primarily generated from engineering and manufacturing of custom products under long-term contracts that may last from one month to several years, depending on the contract. Revenues from long-term contracts are recognized on thepercentage-of-completion method of accounting.

Under thepercentage-of-completion method of accounting, revenues are recognized as work is performed primarily based on the estimated completion to date calculated by multiplying the total contract price by percentage of performance to date, based on total costs or total labor dollars incurred to date to the total estimated costs or total labor dollars estimated at completion. The method used to determine the percentage of completion is typically the cost method, unless the labor method is a more accurate method of measuring the progress of the project. Application of thepercentage-of-completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’sour engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Changes in job performance, job conditions, estimated profitability and final contract settlements, including our estimate of liquidated damages, if any, may result in revisions to costs and income, with their effects being recognized in the period in which the revisions are determined. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.


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Revenues associated with maintenance, repair and service contracts are recognized when the services are performed. Expenses related to these types of services are recognized as incurred.

Costs and estimated earnings in excess of billings on uncompleted contracts also include certain costs associated with unapproved change orders.  These costs are included when change order approval is probable.  Amounts are carried at the lower of cost or net realizable value.  Revenue is recognized to the extent of costs incurred when recovery is probable.  The amounts recorded involve the use of judgments and estimates; thus, actual recoverable amounts could differ from original assumptions. 

Allowance for Doubtful Accounts

We maintain and continually assess the adequacy of an allowance for doubtful accounts representing our estimate for losses resulting from the inability of our customers to pay amounts due to us. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and expectations of future conditions that could impact the collectibility of accounts receivable. However, future changes in our

20 


customers’ operating performance and cash flows, or in general economic conditions, could have an impact on their ability to fully pay these amounts, which, among other things, could have a material adverse impact on our operating results.

Impairment of Long-Lived Assets

We evaluate the recoverability of the carrying amount ofreview long-lived assets including intangible assets with definite useful lives,for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. The review for impairment of these long-lived assets takes into account estimates ofrealizable.  If an evaluation is required, the estimated future cash flows. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices or an estimation of net realizable value. An impairment loss exists when estimated undiscounted cash flows expectedassociated with the asset are compared to result from the useasset’s carrying amount to determine if an impairment of such asset is necessary.  This requires us to make long-term forecasts of the assetfuture revenues and its eventual dispositioncosts related to the assets subject to review.  Forecasts require assumptions about demand for our products and future market conditions.  Estimating future cash flows requires significant judgment, and our projections may vary from cash flows eventually realized.  Future events and unanticipated changes to assumptions could require a provision for impairment in a future period.  The effect of any impairment would be reflected in income (loss) from operations in the Consolidated Statements of Operations.  In addition, we estimate the useful lives of our long-lived assets and other intangibles and periodically review these estimates to determine whether these lives are less than its carrying amount.

appropriate. 

Intangible Assets

Goodwill and other intangible assets with indefinite useful lives are no longer amortized, but are evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. The annual evaluation forrequires a two-step impairment test to identify potential goodwill impairment and measure the amount of a goodwill and indefinite-lived intangible assetsimpairment loss.  The first step of the test compares the fair value of a reporting unit with its carrying amount, including goodwill.  If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is based on valuation models that incorporate assumptions and internal projectionsperformed to measure the amount of expected future cash flows and operating plans.

the impairment loss.  Both steps of the goodwill impairment testing involve significant estimates. 

The costs of intangible assets with determinable useful lives are amortized over their estimated useful lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

See Note D of the Notes to Consolidated Financial Statements for a discussion of our impairment recorded related to the acquisition of Powell Canada. 

Accruals for Contingent Liabilities

From time to time, contingencies such as insurance, liquidated damages and legal claims arise in the normal course of business. Pursuant to current accounting standards, we must evaluate such contingencies to subjectively determine the likelihood that an asset has been impaired or a liability has been incurred at the date of the financial statements, as well as evaluating whether the amount of the loss can be reasonably estimated. If the likelihood is determined to be probable and it can be reasonably estimated, the estimated loss is recorded. The amounts we record for insurance claims, warranties, legal and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We use past experience and history, as well as the specific circumstances surrounding each contingent liability, in evaluating the amount of liability that should be recorded. Actual results could differ from our estimates.

Warranty Costs

We provide for estimated warranty costs at the time of sale based upon historical rates applicable to individual product lines. In addition, specific provisions are made when the costs of such warranties are expected to exceed accruals.  Our standard terms and conditions of sale include a warranty for parts and service for the earlier of 18 months from the date of shipment or 12 months from the date of initial operations.  Occasionally projects require warranty terms that are longer than our standard terms due to the nature of the project.  Extended warranty terms may be negotiated and included in our contracts.  We use past experience and historical claims to determine the estimated liability. Actual results could differ from our estimate.


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Accounting for Income Taxes

We account for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing our provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets.  We haverecord a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.  We believe that the net deferred tax asset recorded any valuation allowances as of September 30, 2009, because we believe that2012, is realizable through future reversals of existing taxable temporary differences and future taxable income will, more likely than not,income.  If we were to subsequently determine that we would be sufficientable to realize deferred tax assets in the benefitsfuture in excess of thoseour net

21 


recorded amount, an adjustment to deferred tax assets aswould increase earnings for the temporary differencesperiod in basis reverse over time.which such determination was made.  We will continue to assess the adequacy of the valuation allowance on a quarterly basis.  Our judgments and tax strategies are subject to audit by various taxing authorities.

We adopted new accounting guidance on the

The objectives of accounting for uncertainty in income taxes on October 1, 2007. This new accounting guidance addressesare to recognize the determinationamount of whethertaxes payable or refundable for the current year and deferred tax benefits claimedliabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or expected to be claimed on a tax return should be recorded in the financial statements. The Company mayreturns.  We recognize the tax benefit from an uncertain tax positionsposition only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the positions.position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent50% likelihood of being realized upon settlement with the taxing authorities. This new accounting guidanceultimate settlement.  Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties onassociated with tax positions, and income taxes, accountingtax disclosures.  Judgment is required in interim periods and requires increased disclosures.

assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.  Variations in the actual outcome of these future tax consequences could materially impact our financial statements. 

See Note H of the Notes to Consolidated Financial Statements for disclosures related to the valuation allowance recorded related to foreign deferred taxes. 

Foreign Currency Translation

The functional currency for our foreign subsidiaries is the local currency in which the entity is located. The financial statements of all subsidiaries with a functional currency other than the U.S. Dollar have been translated into U.S. Dollars. All assets and liabilities of foreign operations are translated into U.S. Dollars using year-end exchange rates, and all revenues and expenses are translated at average rates during the respective period. The U.S. Dollar results that arise from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the cumulative currency translation adjustments in accumulated other comprehensive income in stockholders’ equity.

Derivative Financial Instruments

As part of managing our exposure to changes in foreign currency exchange rates, we periodically utilize foreign exchange forward contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on accounts receivable, accounts payable and forecasted cash transactions. These contracts are recorded in the consolidated balance sheets at fair value, which is based upon an income approach consisting of a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the contracts using current market information, as of the reporting date, such as foreign currency spot and forward rates.

rates, as of the reporting date. 

We formally document our hedging relationships, including identifying the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactions. We also formally assess, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item. The effective portion of the change in fair value of a derivative is recorded as a component of accumulated other comprehensive income in the consolidated balance sheets. When the hedged item affects the incomeconsolidated statement of operations, the gain or loss included in accumulated other comprehensive income is reported on the same line in the consolidated statements of operations as the hedged item. In addition, any ineffective portion of the changes in the fair value of derivatives used as cash flow hedges is reported in the consolidated statements of operations as the changes occur. If it is determined that a derivative ceases to be a highly effective hedge, or ifit is probable that the anticipatedforecasted transaction is no longer likely towill not occur, we discontinue hedge accounting and any unrealized gains or losses are recorded in the consolidated statementsstatement of operations.


23


On January 1, 2009, we adopted new accounting guidance that amended and expanded the disclosure requirements related to derivative instruments and hedging activities. This guidance was issued in response to concerns and criticisms about the lack of adequate disclosure of derivative instruments and hedging activities. The new guidance is focused on requiring enhanced disclosure on: 1) how and why an entity uses derivative instruments and hedging activities; 2) how derivative instruments and related hedging activities are accounted for and 3) how derivative instruments and related hedging activities affect an entity’s cash flows, financial position and performance.
To accomplish the three objectives listed above, we are required to provide:We provide 1) qualitative disclosures regarding the objectives and strategies for using derivative instruments and engaging in hedging activities in the context of our overall risk exposure; 2) quantitative disclosure in tabular format of the fair values of derivative instruments and their gains and losses and 3) disclosures about credit-risk related contingent features in derivative instruments.

New Accounting Pronouncements

The

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”)(the FASB), which are adopted by us as of the specified effective date.  Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our consolidated statements upon adoption. 

In January 2010, the FASB issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements.  This update requires new disclosures about significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3.  This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis.  In addition to these new

22 


disclosure requirements, this update clarifies certain existing disclosure requirements.  For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities, rather than each major category of assets or liabilities.  This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements.  This update became effective for us with the interim and annual reporting period beginning after December 15, 2009, our fiscal year 2011, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which became effective for us with the interim and annual reporting period beginning after December 15, 2010, our fiscal year 2012.  We were not required to provide the amended disclosures for any previous periods presented for comparative purposes.  Other than requiring additional disclosures, adoption of this update has codifiednot had a single source of authoritative nongovernmentalmaterial impact on our consolidated financial statements. 

In May 2011, the FASB issued accounting guidance related to fair value measurement, which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP theAccounting Standards Codification(“Codification”). While the Codification doesand International Financial Reporting Standards.  This guidance generally represents clarification of fair value measurement standards, but also includes instances where a particular principle or requirement for measuring fair value of disclosing information about fair value measurements has changed.  This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  We will adopt this guidance for our fiscal year beginning October 1, 2012.  We do not change U.S. GAAP, it introducesexpect this pronouncement to have a new structure that is organized in an easily accessible, user-friendly on-line research system. The Codification supersedes all existing accounting standards documents. All other accounting literature not included in the Codification will be considered nonauthoritative. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes.

material effect on our consolidated financial statements. 

In December 2007,June 2011, the FASB issued new accounting guidance on business combinations.the presentation of comprehensive income in financial statements.  Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements.  Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income.  Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income.  Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income.  The newprovisions for this guidance establishes principlesare effective for fiscal years, and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The new accounting guidance also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. The new guidance is effective as of theinterim periods within those years, beginning of an entity’s fiscal year that begins after December 15, 2008, and2011, with early adoption permitted.  We will be adopted by us in the first quarter of Fiscal 2010. We are currently unable to predict the potential impact, if any, of the adoption ofadopt this new accounting guidance on future acquisitions.

for our fiscal year beginning October 1, 2012. 

In December 2007,September 2011, the FASB issued new accounting guidance which simplifies how an entity is required to test goodwill for noncontrolling interests in consolidated financial statements. This new guidance establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The new accounting guidance also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The new guidance is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of Fiscal 2010. We are currently evaluating the potential impact of the adoption ofimpairment.  Under this guidance, on our consolidated results of operations and financial condition.

In April 2008,an entity would be allowed to first assess qualitative factors to determine whether it is necessary to perform the FASB issued new accounting guidance regarding the determination of useful lives of intangible assets that amends the factors that shouldtwo-step quantitative goodwill impairment test.  An entity would not be considered in developing renewal or extension assumptions used for purposes of determining the useful life of a recognized intangible asset. This guidance is intendedrequired to improve the consistency between the useful life of a recognized intangible asset under accounting guidance related to goodwill and other intangible assets and the period of expected cash flows used to measurecalculate the fair value of a reporting unit unless the asset under accountingentity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This new guidance relatedincludes a number of factors to business combinations and other U.S. GAAP.consider in conducting the qualitative assessment.  This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2008, and2011, our Fiscal 2013.  Early adoption is permitted; however, we will be adopted by us in the first quarter of Fiscal 2010. Earlier application is not permitted. We are currently evaluating the potential impact, if any, of the adoption ofadopt this new guidance on our consolidated results of operations and financial condition.
In June 2008, the FASB issued new accounting guidance regarding share-based payment transactions that addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating earnings per share under the two-


24


class method. This new accounting guidance requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share.until October 1, 2012.  This guidance is effective for fiscal years beginning after December 15, 2008, and will be adopted by us in the first quarter of Fiscal 2010. Earlier application is not permitted. We do not expect adoption of this guidance to have a material effect on our earnings per share.
In December 2008, the FASB issued new accounting guidance on employers’ disclosures about postretirement benefit plan assets. The disclosures about plan assets required by this new guidance shall be provided for fiscal years ending after December 15, 2009, and will be adopted by us in the first quarter of fiscal year 2011. We do not expect adoption of this new guidanceexpected to have a material impact on our consolidatedreported results of operations or financial statements.
position. 

In April 2009,July 2012, the FASB issued newan accounting guidance addressingstandards update regarding the interim disclosures abouttesting of indefinite-lived intangible assets for impairment.  Under this update, an entity has the option to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired.  If, after assessing the events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action.  However, if any entity concludes otherwise, it is required to determine the fair value of financial instruments, which amended the previous disclosures regardingindefinite-lived intangible asset and perform the quantitative impairment testing by comparing the fair value of financial instruments,with the carrying amount.  An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative test.  An entity will be able to resume performing the qualitative assessment in any subsequent period.  This update is effective for annual and interim financial reporting.tests performed for fiscal years beginning after September 15, 2012, our fiscal year 2013.  Early adoption is permitted; however, we will not adopt this guidance until October 1, 2012.  This new guidance requires disclosures about the fair value of financial instruments in interim financial statements, in additionis not expected to the annual financial statements as already required. This new accounting guidance became effective for interim periods ending after June 15, 2009, and was adopted by us in the third quarter of Fiscal 2009. The adoption of this new guidance had nohave a material impact on our consolidatedreported results of operations or financial statements.

position. 

In April 2009,August 2012, the FASB issued new accounting guidance regardingSEC adopted a rule mandated by the accounting for assets acquired and liabilities assumedDodd-Frank Act to require companies to publicly disclose their use of conflict minerals that originated in a business combination due to contingencies. This new guidance clarifies the initial and subsequent recognition, subsequent accounting and disclosure of assets and liabilities arising from contingencies in a business combination. This new guidance requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if the acquisition — date fair value can be reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized using the accounting guidance related to accounting for contingencies or the guidance for reasonably estimating losses. This new accounting guidance becomes effective for us on October 1, 2010; however, as the provisionDemocratic Republic of the guidance will be applied prospectivelyCongo or an adjoining country.  The final rule applies to business combinationsa company that uses minerals including tantalum, tin, gold or tungsten.  The final rule requires companies to provide disclosure on a new form filed with an acquisition datethe SEC, with the first specialized disclosure report due on or afterMay 31, 2014, for the guidance becomes effective,2013 calendar year, and annually on May 31 each year thereafter.  We are currently evaluating the impact to us cannot be determined until a transaction occurs.

In April 2009, the FASB issued new accounting guidance regarding the determination of fair value when the volumeadoption. 

Item 7A.  Quantitative and level of activity for assets or liabilities have significantly decreased, and identifying transactions that are not orderly. This guidance requires an evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction is not orderly, other valuation techniques must be used when estimating fair value. This new accounting guidance must be applied prospectively for interim periods ending after June 15, 2009, and was adopted by us effective June 30, 2009, but currently has no impact on our financial statements.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Qualitative Disclosures About Market Risk

We are exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks primarily relate to fluctuations in interest rates, foreign exchange rates and commodity prices.

Interest Rate Risk

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We are

If we decide to borrow under one of our credit facilities, we will be subject to market risk resulting from changes in interest rates related to our floating rate bank credit facility.  At September 30, 2009, $12.6 million was outstanding, bearing interest at approximately 3.0% per year. AIf we were to make such borrowings, a hypothetical 100 basis point increase in variable interest rates wouldmay result in a total annual increase in interest expense of approximately $126,000.material impact to our financial statements. While we do not currently have any derivative contracts to hedge our exposure to interest rate risk, we have in the past and may in the future enter into such contracts. During each of the past three years, we have not experienced a significant effect on our business due to changes in interest rates.


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Foreign Currency Transaction Risk

We have significant operations that expose us to currency risk in the British Pound Sterling, the Canadian Dollar and to a lesser extent the Euro. Amounts invested in our foreign operations are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as accumulated other comprehensive income (loss), a component of stockholders’ equity in our consolidated balance sheets. We believe the exposure to the effects that fluctuating foreign currencies have on our consolidated results of operations is limited because the foreign operations primarily invoice customers and collect obligations in their respective currencies or U.S. Dollars and a portion of ourDollars.  Our international operations are financed utilizing local credit facility is payablefacilities denominated in British Pound Sterling.local currencies. Additionally, expenses associated with these transactions are generally contracted and paid for in the same local currencies. A 10% unfavorable change in the British PoundSterling-to-U.S.U.S. Dollar exchange rate, relative to other functional currencies in which we operate, would not materially impact our consolidated balance sheet at September 30, 2009.

2012. 

During Fiscal 2009,2011 and Fiscal 2012, we entered into foureight foreign currency forward contracts to manage the volatility of future cash flows on certain largelong-term contracts that are denominated in the British Pound Sterling. The contracts arewere designated as cash flow hedges for accounting purposes. The changes in fair value related to the effective portion of the hedges are recognized as a component of accumulated other comprehensive income on our consolidated balance sheets. At September 30, 2009, a net liability of approximately $0.8 million was2012, all foreign currency forward contracts have been settled, with no balances recorded on our consolidated balance sheets related to these transactions.

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Commodity Price Risk

We are subject to market risk from fluctuating market prices of certain raw materials. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We attempt to pass along such commodity price increases to our customers on acontract-by-contract basis to avoid a negative effect on profit margin. While we may do so in the future, we have not currently entered into any derivative contracts to hedge our exposure to commodity risk. We continue to experience price volatility with some of our key raw materials and components. Fixed priceFixed-price contracts may limit our ability to pass cost increases to our customers, thus negatively impacting our earnings. Fluctuations in commodity prices may have a material impact on our future earnings and cash flows.

Market Risk

We are also exposed to general market and other risk and its potential impact on accounts receivable or costs and estimated earnings in excess of billings on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. Our customers and their industries are typically EPC firms, oil and gas producers, oil and gas pipelines, refineries, petrochemical plants, electrical power generators, public and private utilities, co-generation facilities, mining/metals operations, pulp and paper plants, transportation authorities, governmental agencies and other large industrial customers. We maintain on-goingongoing discussions with customers regarding contract status with respect to payment status, change orders and billing terms in an effort to monitor collections of amounts billed.


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Item 8.  Financial Statements and Supplementary Data


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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders of Powell Industries, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Powell Industries, Inc. and its subsidiaries at September 30, 20092012 and 2008,2011, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2009,2012 in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2009,2012, based on criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company’sCompany's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.management's report referred to above.  Our responsibility is to express opinions on these financial statements and on the Company’sCompany's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note I to the consolidated financial statements, the Company has changed the manner in which it accounts for uncertainty in income taxes for 2008.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

Houston, Texas

December 11, 2009


28

5, 2012


27 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES

(In thousands, except share and per share data)

 

 

 

 

September 30,

 

2012

2011

ASSETS

Current Assets:

Cash and cash equivalents

$
90,040 
$
123,466 

Cash held in escrow

1,000 

Accounts receivable, less allowance for doubtful accounts of $1,399 and $391, respectively

125,771 
109,317 

Costs and estimated earnings in excess of billings on uncompleted contracts

86,734 
51,568 

Inventories, net

32,917 
36,640 

Income taxes receivable

485 
4,071 

Deferred income taxes

4,598 
3,580 

Prepaid expenses and other current assets

5,865 
7,040 

Total Current Assets

346,410 
336,682 

Property, plant and equipment, net

78,652 
59,637 

Goodwill

1,003 
1,003 

Intangible assets, net

13,317 
15,847 

Other assets

8,930 
8,507 

Total Assets

$
448,312 
$
421,676 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Current maturities of long-term debt and capital lease obligations

$
725 
$
1,140 

Income taxes payable

3,516 
881 

Accounts payable

48,490 
56,893 

Accrued salaries, bonuses and commissions

25,822 
22,314 

Billings in excess of costs and estimated earnings on uncompleted contracts

37,144 
44,523 

Accrued product warranty

5,714 
4,603 

Other accrued expenses

9,462 
7,370 

Total Current Liabilities

130,873 
137,724 

Long-term debt and capital lease obligations, net of current maturities

3,630 
4,301 

Deferred compensation

2,891 
3,242 

Postretirement benefit obligation

685 
900 

Other liabilities

130 
166 

Total Liabilities

138,209 
146,333 

 

 

 

Commitments and Contingencies (Note K)

 

 

 

Stockholders’ Equity:

Preferred stock, par value $.01; 5,000,000 shares authorized; none issued

Common stock, par value $.01; 30,000,000 shares authorized; 11,915,673 and 11,752,393 shares issued and outstanding, respectively

119 
117 

Additional paid-in capital

38,452 
34,343 

Retained earnings

271,911 
242,254 

Accumulated other comprehensive income (loss)

(379)
(1,371)

Total Stockholders’ Equity

310,103 
275,343 

Total Liabilities and Stockholders’ Equity

$
448,312 
$
421,676 
         
  September 30, 
  2009  2008 
 
ASSETS
Current Assets:        
Cash and cash equivalents $97,403  $10,134 
Accounts receivable, less allowance for doubtful accounts of $1,607 and $1,180, respectively  114,274   132,446 
Costs and estimated earnings in excess of billings on uncompleted contracts  46,335   82,574 
Inventories, net  46,252   72,679 
Income taxes receivable  695   149 
Deferred income taxes  3,303   1,518 
Prepaid expenses and other current assets  6,741   3,935 
         
Total Current Assets  315,003   303,435 
Property, plant and equipment, net  61,036   61,546 
Goodwill  1,084   1,084 
Intangible assets, net  21,305   25,014 
Other assets  6,412   6,555 
         
Total Assets $404,840  $397,634 
         
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:        
Current maturities of long-term debt and capital lease obligations $4,692  $7,814 
Income taxes payable  7,637   7,223 
Accounts payable  48,124   54,168 
Accrued salaries, bonuses and commissions  24,503   26,361 
Billings in excess of costs and estimated earnings on uncompleted contracts  44,772   39,336 
Accrued product warranty  7,558   6,793 
Other accrued expenses  11,856   11,041 
         
Total Current Liabilities  149,142   152,736 
Long-term debt and capital lease obligations, net of current maturities  4,800   33,944 
Deferred compensation  2,685   2,821 
Postretirement benefit obligation  784   807 
Other liabilities  212   204 
         
Total Liabilities  157,623   190,512 
         
Commitments and Contingencies (Note K)        
Minority Interest  456   248 
         
Stockholders’ Equity:        
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued      
Common stock, par value $.01; 30,000,000 shares authorized; 11,479,610 and 11,403,687 shares issued, respectively; 11,479,610 and 11,403,687 shares outstanding, respectively  115   114 
Additional paid-in capital  29,970   26,921 
Retained earnings  219,961   180,244 
Accumulated other comprehensive income  (2,716)  335 
Deferred compensation  (569)  (740)
         
Total Stockholders’ Equity  246,761   206,874 
         
Total Liabilities and Stockholders’ Equity $404,840  $397,634 
         

The accompanying notes are an integral part of these consolidated financial statements.


29


28 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES

(In thousands, except per share data)

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Revenues

$
717,194 
$
562,397 
$
550,692 

Cost of goods sold

577,256 
462,467 
408,635 

Gross profit

139,938 
99,930 
142,057 

 

 

 

 

Selling, general and administrative expenses

88,947 
85,058 
84,457 

Amortization of intangible assets

2,599 
4,752 
4,477 

Impairments

7,158 
7,452 

Operating income

48,392 
2,962 
45,671 

 

 

 

 

Gain on sale of investment

(1,229)

Interest expense

272 
408 
870 

Interest income

(114)
(214)
(260)

Income before income taxes

48,234 
3,997 
45,061 

 

 

 

 

Income tax provision

18,577 
6,712 
19,894 

Net income (loss)

29,657 
(2,715)
25,167 

 

 

 

 

Net income attributable to noncontrolling interest

(159)

 

 

 

 

Net income (loss) attributable to Powell Industries, Inc.

$
29,657 
$
(2,715)
$
25,008 

 

 

 

 

Earnings (loss) per share attributable to Powell Industries, Inc.:

Basic

$
2.50 
$
(0.23)
$
2.17 

Diluted

$
2.49 
$
(0.23)
$
2.14 

 

 

 

 

Weighted average shares:

Basic

11,850 
11,735 
11,545 

Diluted

11,925 
11,735 
11,693 
             
  Year Ended September 30, 
  2009  2008  2007 
 
Revenues $665,851  $638,704  $564,282 
Cost of goods sold  520,802   512,298   468,691 
             
Gross profit  145,049   126,406   95,591 
Selling, general and administrative expenses  83,414   84,001   77,246 
             
Income before interest, income taxes and minority interest  61,635   42,405   18,345 
Interest expense  1,107   2,892   3,501 
Interest income  (131)  (355)  (558)
             
Income before income taxes and minority interest  60,659   39,868   15,402 
Income tax provision  20,734   14,072   5,468 
Minority interest in net income (loss)  208   (51)  21 
             
Net income $39,717  $25,847  $9,913 
             
Net earnings per common share:            
Basic $3.48  $2.29  $0.90 
             
Diluted $3.43  $2.26  $0.88 
             
Weighted average shares:            
Basic  11,424   11,265   11,045 
             
Diluted  11,591   11,452   11,233 
             

The accompanying notes are an integral part of these consolidated financial statements.


30


29 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Other

 

Additional

 

Other

 

 

Comprehensive

Common Stock

Paid-in

Retained

Comprehensive

 

 

Income (Loss)

Shares

Amount

Capital

Earnings

Income/(Loss)

Total

Balance, September 30, 2009

11,480 
$
115 
$
29,401 
$
219,961 
$
(2,716)
$
246,761 

Net income

$
25,008 

25,008 

25,008 

Foreign currency translation adjustments

1,467 

1,467 
1,467 

Exercise of stock options

109 
1,699 

1,700 

Stock-based compensation

58 
791 

792 

Income tax benefit from stock options exercised

878 

878 

Amortization of restricted stock

467 

467 

Issuance of restricted stock

30 

333 

333 

Unrealized loss on cash flow hedges, net of tax of $265

(206)

(206)
(206)

Postretirement benefit adjustment, net of tax of $58

103 

103 
103 

Total comprehensive income

26,372 

25,008 
1,364 
26,372 

Balance, September 30, 2010

11,677 
117 
33,569 
244,969 
(1,352)
277,303 

Net loss

(2,715)

(2,715)

(2,715)

Foreign currency translation adjustments

(19)

(19)
(19)

Exercise of stock options

27 

495 

495 

Stock-based compensation

20 

(1,223)

(1,223)

Income tax benefit from stock options exercised

180 

180 

Amortization of restricted stock

280 

280 

Issuance of restricted stock

28 

1,042 

1,042 

Unrealized gain on cash flow hedges, net of tax of $94

111 

111 
111 

Postretirement benefit adjustment, net of tax of $60

(111)

(111)
(111)

Total comprehensive income (loss)

(2,734)

(2,715)
(19)
(2,734)

Balance, September 30, 2011

11,752 
117 
34,343 
242,254 
(1,371)
275,343 

Net income

29,657 

29,657 

29,657 

Foreign currency translation adjustments

833 

833 
833 

Exercise of stock options

98 
1,798 

1,799 

Stock-based compensation

1,004 

1,004 

Income tax benefit from stock options exercised

589 

589 

Amortization of restricted stock

135 

135 

Issuance of restricted stock

74 
583 

584 

Retirement of stock

(15)

Postretirement benefit adjustment, net of tax of $20

159 

159 
159 

Total comprehensive income

$
30,649 

29,657 
992 
30,649 

Balance, September 30, 2012

11,916 
$
119 
$
38,452 
$
271,911 
$
(379)
$
310,103 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   ��                                 
                    Accumu-
       
                    lated
       
                    Other
       
  Other
                 Compre-
       
  Compre-
        Additional
        hensive
  Deferred
    
  hensive
  Common Stock  Paid-in
  Retained
  Treasury
  Income
  Compen-
    
  Income  Shares  Amount  Capital  Earnings  Stock  (Loss)  sation  Total 
 
Balance, September 30, 2006      11,002  $110  $12,776  $144,659  $(525) $817  $(906) $156,931 
Net income $9,913               9,913               9,913 
Foreign currency translation adjustments  1,528                       1,528       1,528 
Amortization of deferred compensation-ESOP                              361   361 
Exercise of stock options      124   1   2,847       416           3,264 
Stock-based compensation              664                   664 
Income tax benefit from stock options exercised              393                   393 
Amortization of restricted stock              296                   296 
Deferred compensation — restricted stock              (13)                  (13)
Issuance of restricted stock      18       (109)      109            
                                     
Total comprehensive income  11,441               9,913       1,528       11,441 
Incremental adjustment to adopt postretirement benefit accounting guidance, net of tax of $116  212                       212       212 
                                     
Balance, September 30, 2007      11,144   111   16,854   154,572      2,557   (545)  173,549 
Net income  25,847               25,847               25,847 
Foreign currency translation adjustments  (2,395)                      (2,395)      (2,395)
Amortization of deferred compensation-ESOP                              387   387 
Exercise of stock options      239   3   4,234                   4,237 
Stock-based compensation              2,166                   2,166 
Income tax benefit from stock options exercised              2,510                   2,510 
Amortization of restricted stock              290               134   424 
Deferred compensation — restricted stock      7       111                   111 
Issuance of restricted stock      14       716               (716)   
Adjustment from adoption of accounting guidance on the accounting for uncertainty in income taxes              40   (175)              (135)
Postretirement benefit adjustment, net of tax of $97  173                       173       173 
                                     
Total comprehensive income  23,625               25,847       (2,222)      23,625 
                                     
Balance, September 30, 2008      11,404   114   26,921   180,244      335   (740)  206,874 
Net income  39,717               39,717               39,717 
Foreign currency translation adjustments  (2,867)                      (2,867)      (2,867)
Amortization of deferred compensation-ESOP                              158   158 
Exercise of stock options      31   1   513                   514 
Stock-based compensation      29       1,623                   1,623 
Income tax benefit from stock options exercised              291                   291 
Amortization of restricted stock                              476   476 
Issuance of restricted stock      16       622               (463)  159 
Unrealized loss on cash flow hedges, net of tax of $164  (304)                      (304)      (304)
Postretirement benefit adjustment, net of tax of $67  120                       120       120 
                                     
Total comprehensive income $36,666               39,717       (3,051)      36,666 
                                     
Balance, September 30, 2009      11,480  $115  $29,970  $219,961  $  $(2,716) $(569) $246,761 
                                     

The accompanying notes are an integral part of these consolidated financial statements.


31


30 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES

(In thousands)

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Operating Activities:

Net income (loss)

$
29,657 
$
(2,715)
$
25,167 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation

10,465 
10,598 
9,154 

Amortization

2,612 
4,848 
4,549 

Impairments

7,158 
7,452 

Stock-based compensation

1,723 
99 
1,929 

Bad debt expense (recovery)

842 
(114)
410 

Deferred income taxes

(1,422)
(425)
(348)

Gain on sale of investment

(1,229)

Changes in operating assets and liabilities:

Accounts receivable, net

(16,209)
(17,616)
39,687 

Costs and estimated earnings in excess of billings on uncompleted contracts

(34,755)
(13,519)
8,243 

Inventories

3,948 
1,542 
12,320 

Prepaid expenses and other current assets

4,821 
4,514 
(5,813)

Other assets

(13)
(2,627)
440 

Accounts payable and income taxes payable

(6,036)
14,487 
(20,281)

Accrued liabilities

6,411 
(4,255)
(5,392)

Billings in excess of costs and estimated earnings on uncompleted contracts

(7,492)
13,553 
(13,762)

Other, net

(517)
1,188 
378 

Net cash provided (used in) by operating activities

(5,965)
15,487 
64,133 

 

 

 

 

Investing Activities:

Proceeds from sale of property, plant and equipment

195 
354 
14 

Purchases of property, plant and equipment

(29,063)
(7,347)
(4,420)

Proceeds from sale of investment

1,229 

Decrease in cash held in escrow

1,000 

Increase in cash held in escrow

(1,000)

Purchase of noncontrolling interest – Powell Asia

(659)

Acquisition of Powell Canada

(23,394)

Net cash used in investing activities

(27,868)
(6,764)
(28,459)

 

 

 

 

Financing Activities:

Borrowings on Canadian revolving line of credit

7,992 
7,810 
891 

Payments on Canadian revolving line of credit

(7,992)
(7,818)
(13,984)

Payments on Canadian term loan

(2,429)

Payments on industrial development revenue bonds

(400)
(400)
(400)

Payments on deferred acquisition payable

(4,292)

Payments on short-term and other financing

(717)
(1,068)
(1,087)

Proceeds from exercise of stock options

1,799 
495 
1,700 

Tax benefit from exercise of stock options

589 
180 
209 

Net cash provided by (used in) financing activities

1,271 
(801)
(19,392)

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(32,562)
7,922 
16,282 

Effect of exchange rate changes on cash and cash equivalents

(864)
191 
1,668 

Cash and cash equivalents at beginning of year

123,466 
115,353 
97,403 

Cash and cash equivalents at end of year

$
90,040 
$
123,466 
$
115,353 
             
  Year Ended September 30, 
  2009  2008  2007 
 
Operating Activities:            
Net income $39,717  $25,847  $9,913 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:            
Depreciation  7,493   8,133   7,688 
Amortization  3,469   3,740   3,876 
Amortization of unearned restricted stock  634   425   296 
Minority interest earnings (loss)  208   (51)  21 
Stock-based compensation  1,622   2,167   651 
Bad debt expense  959   637   1,192 
Deferred income taxes  (1,447)  318   (592)
Changes in operating assets and liabilities:            
Accounts receivable, net  15,392   (27,146)  578 
Costs and estimated earnings in excess of billings on uncompleted contracts  35,701   (14,062)  (25,945)
Inventories  25,884   (25,513)  (19,148)
Prepaid expenses and other current assets  (3,432)  657   (2,354)
Other assets  (194)     (1,530)
Accounts payable and income taxes payable  (4,891)  (4,916)  18,657 
Accrued liabilities  (40)  10,422   7,877 
Billings in excess of costs and estimated earnings on uncompleted contracts  5,789   13,773   8,883 
Deferred compensation  23   164   1,781 
Other  97   217   316 
             
Net cash provided by (used in) operating activities  126,984   (5,188)  12,160 
             
Investing Activities:            
Proceeds from sale of fixed assets  30      175 
Purchases of property, plant and equipment  (8,081)  (3,428)  (14,338)
             
Net cash used in investing activities  (8,051)  (3,428)  (14,163)
             
Financing Activities:            
Borrowings on US revolving line of credit  50,953   229,480   69,385 
Payments on US revolving line of credit  (69,953)  (212,480)  (70,385)
Borrowings on UK revolving line of credit        2,276 
Payments on UK revolving line of credit  (2,388)  (1,596)  (1,143)
Payments on UK term loan  (4,223)  (2,343)  (1,564)
Payments on capital lease obligations  (13)  (52)  (52)
Payments on short-term financing        (623)
Payments on industrial development revenue bonds  (400)  (400)  (400)
Payments on deferred acquisition payable  (5,220)  (5,563)  (5,198)
Proceeds from exercise of stock options  515   4,236   3,264 
Tax benefit from exercise of stock options  291   2,510   393 
             
Net cash (used in) provided by financing activities  (30,438)  13,792   (4,047)
             
Net increase (decrease) in cash and cash equivalents  88,495   5,176   (6,050)
Effect of exchange rate changes on cash and cash equivalents  (1,226)  (299)  812 
Cash and cash equivalents at beginning of year  10,134   5,257   10,495 
             
Cash and cash equivalents at end of year $97,403  $10,134  $5,257 
             

The accompanying notes are an integral part of these consolidated financial statements.


32


31 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES

A.  Business and Organization

A.  Business and Organization

Powell Industries, Inc. (“we,” “us,” “our,” “Powell”(we, us, our, Powell or the “Company”)Company) was incorporated in the state of Delaware in 2004 as a successor to a Nevada company incorporated in 1968. The Nevada corporation was the successor to a company founded by William E. Powell in 1947, which merged into the Company in 1977. Our major subsidiaries, all of which are wholly-owned, include: Powell Electrical Systems, Inc.; Transdyn, Inc.; Powell Industries International, Inc.; Switchgear & Instrumentation Limited (S&I) and Switchgear & Instrumentation Properties Limited.

Powell Canada Inc. 

We develop, design, manufacture and service customengineered-to-order equipment and systems for the management and control of electrical energy and other critical processes. Headquartered in Houston,  Texas, we serve the transportation, environmental, energy, industrial and utility industries.

On August 7, 2006, we purchased certain assets related to the American National Standards Institute (“ANSI”) medium voltage switchgear and circuit breaker business

B.  Summary of General Electric Company’s (“GE”) Consumer & Industrial unit located at its West Burlington, Iowa facility. We refer to the acquired product line herein as “Power/Vac®.” The operating results of the Power/Vac® product line are included from the acquisition date.

B.  Summary of Significant Accounting Policies
Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Powell and our wholly-owned subsidiaries. The financial position and results of operation of our Singapore joint venture, in which we holdheld a majority ownership, have also been consolidated. As a result of this consolidation, we record minoritynoncontrolling interest on our balance sheet for our joint venture partner’s share of equity.equity in the joint venture. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications 

Certain reclassifications have been made in prior years’ financial statements to conform to the presentation used in the current year.  These reclassifications have not resulted in any changes to previously reported net income for any periods. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”)(U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes.  The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, provision for excess and obsolete inventory, goodwill and other intangible assets, self-insurance, warranty accruals, income taxes and estimates related to acquisition valuations. The amounts we recordrecorded for insurance claims, warranties, legal, income taxes and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience and on various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the amount of liability that should be recorded. Estimates may change as new events occur, additional information becomes available or operating environments change. Actual results may differ from our estimates.  The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, self-insurance, warranty accruals and postretirement benefit obligations.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits with banks and highly liquid investments with original maturities of three months or less.

Restricted Cash

Cash of $1.0 million was held in escrow at September 30, 2011.  This restricted cash was related to a purchase of land which closed in October 2011 for $6.5 million. 

32 


Supplemental Disclosures of Cash Flow Information (in thousands):

            
 Year Ended September 30, 

 

 

 2009 2008 2007 

Year Ended September 30,

2012

2011

2010

Cash paid during the period for:            

Interest $439  $1,447  $1,309 
$
141 
$
102 
$
563 
Income taxes, net of refunds  21,527   3,641   2,392 
12,104 
3,889 
31,993 


33


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value of Financial Instruments

Financial instruments include cash, short-term investments, marketable securities, receivables, payables and debt obligations. Except as described below, due to the short-term nature of the investments, the book value is representative of their fair value. The carrying value of debt approximates fair value as interest rates are indexed to the Federal Funds Rate, the London interbank offered rate (“LIBOR”)Canadian Prime Rate or the bank’s prime rate.

The deferred acquisition payable was discounted based on a rate of approximately 6.6%, which approximated our incremental borrowing rate for obligations of a similar nature. The carrying value of this debt approximates fair value. For additional information regarding the deferred acquisition payable, see Note H.

Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts. We maintain and continually assess the adequacy of the allowance for doubtful accounts representing our estimate for losses resulting from the inability of our customers to pay amounts due to us. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and expectations of future conditions that could impact the collectibility of accounts receivable. Future changes in our customers’ operating performance and cash flows or in general economic conditions could have an impact on their ability to fully pay these amounts, which could have a material impact on our operating results. In most cases, receivables are not collateralized. However, we utilize letters of credit to secure payment on sales when possible. At September 30, 20092012 and 2008,2011, accounts receivable included retention amounts of $8.1$8.7 million and $8.5$6.1 million, respectively. Retention amounts are in accordance with applicable provisions of engineering and construction contracts and become due upon completion of contractual requirements. Approximately $0.6$4.0 million of the retained amount at September 30, 2009,2012, is expected to be collected subsequent to September 30, 2010.

2013. 

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and estimated earnings in excess of billings on uncompleted contracts arise when revenues are recorded on apercentage-of-completion basis but cannot be invoiced under the terms of the contract. Such amounts are invoiced upon completion of contractual milestones.

Costs and estimated earnings in excess of billings on uncompleted contracts also include certain costs associated with unapproved change orders. These costs are included when change order approval is probable. Amounts are carried at the lower of cost or net realizable value. No profitRevenue is recognized onto the extent of costs incurred until change order approvalwhen recovery is obtained.probable. The amounts recorded involve the use of judgments and estimates; thus, actual recoverable amounts could differ from original assumptions.  See Note K — Commitments and Contingencies for a discussion related to certain costs recorded in costs and estimated earnings in excess of billings on uncompleted contracts.

In accordance with industry practice, assets and liabilities related to costs and estimated earnings in excess of billings on uncompleted contracts, as well as billings in excess of costs and estimated earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend beyond one year; thus, collection of amounts related to these contracts may extend beyond one year.

Inventories

Inventories are stated at the lower of cost or market usingfirst-in, first-out (FIFO) or weighted-average methods and include the cost of materials, labor and manufacturing overhead. We use estimates in determining the level of reserves required to state inventory at the lower of cost or market. Our estimates are based on market activity levels, production requirements, the physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the carrying value of inventory.


34


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and improvements, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets

We evaluate the recoverability of the carrying amount of long-lived assets, including intangible assets with definite useful lives,review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. The review for impairment of these long-lived assets takes into account estimates ofrealizable.  If an evaluation is required, the estimated future cash flows. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices or an estimation of net realizable value. An impairment loss exists when estimated undiscounted cash flows expectedassociated with the asset are compared to result from the useasset’s carrying amount to determine if an impairment of such asset is necessary.  This requires us to make long-term forecasts of the asset future revenues

33 


and its eventual disposition are less than its carrying amount.

Intangible Assets
Goodwillthe costs related to the assets subject to review.  Forecasts require assumptions about demand for our products and other intangible assets with indefinite useful lives are no longer amortized, but are evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. The annual evaluation for impairment of goodwill and indefinite-lived intangible assets is based on valuation models that incorporate assumptions and internal projections of expectedfuture market conditions.  Estimating future cash flows requires significant judgment, and operating plans.
our projections may vary from cash flows eventually realized.  Future events and unanticipated changes to assumptions could require a provision for impairment in a future period.  The effect of any impairment would be reflected in income (loss) from operations in the Consolidated Statements of Operations.  In addition, we estimate the useful lives of our property, plant and equipment and periodically review these estimates to determine whether these lives are appropriate.   

Intangible Assets Which Are Amortized

The costs of intangible assets with determinable useful lives are amortized over their estimated useful lives. When certain events or changes in operating conditions occur, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if an impairment assessmentof such assets is performed and lives ofnecessary.  For intangible assets with determinablethat are amortized, we review their estimated useful lives may be adjusted.and evaluate whether events and circumstances warrant a revision to the remaining useful life.  For additional information regarding our intangible assets and related impairment, see Note J.

D. 

Goodwill and Indefinite Lived Assets

Goodwill and other intangible assets with indefinite useful lives are evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. The evaluation requires a two-step impairment test to identify potential goodwill impairment and measure the amount of a goodwill impairment loss.  The first step of the test compares the fair value of a reporting unit with its carrying amount, including goodwill.  If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss.  Both steps of the goodwill impairment testing involve significant estimates. 

Income Taxes

We account for income taxes under the asset and liability method.method, based on the income tax laws and rates in the countries in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Developing our provision for income taxes requires significant judgment and expertise in federal, stateinternational and internationalstate income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets.  We haverecord a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.  We believe that the deferred tax asset recorded any valuation allowances as of September 30, 2009, because we believe that2012, is realizable through future reversals of existing taxable temporary differences and future taxable income will, more likely than not,income.  If we were to subsequently determine that we would be sufficientable to realize deferred tax assets in the benefitsfuture in excess of thoseour net recorded amount, an adjustment to deferred tax assets aswould increase earnings for the temporary differencesperiod in basis reverse over time.which such determination was made.  We will continue to assess the adequacy of the valuation allowance on a quarterly basis.  Our judgments and tax strategies are subject to audit by various taxing authorities.

We adopted accounting guidance on the

The objectives of accounting for uncertainty in income taxes on October 1, 2007. This guidance addressesare to recognize the determinationamount of whethertaxes payable or refundable for the current year and deferred tax benefits claimedliabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or expected to be claimed on a tax return should be recorded in the financial statements. The Company mayreturns.  We recognize the tax benefit from an uncertain tax positionsposition only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. This accounting guidanceultimate settlement.  Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties onassociated with tax positions, and income taxes, accountingtax disclosures.  Judgment is required in interim periods and requires increased disclosures.


35

assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.  Variations in the actual outcome of these future tax consequences could materially impact our financial statements. 


34 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

Our revenues are primarily generated from engineering and manufacturing of custom products under long-term contracts that may last from one month to several years, depending on the contract. Revenues from long-term contracts are recognized on thepercentage-of-completion method of accounting.

Under thepercentage-of-completion method of accounting, revenues are recognized as work is performed primarily based on the estimated completion to date calculated by multiplying the total contract price by percentage of performance to date, based on total costs or total labor dollars incurred to date to the total estimated costs or total labor dollars estimated at completion. The method used to determine the percentage of completion is typically the cost method, unless the labor method is determined to be a more accurate method of measuring the progress of the projects. Application of thepercentage-of-completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’sour engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in our project performance and the recoverability of any claims. Changes in job performance, job conditions, estimated profitability and final contract settlements, including our estimate of liquidated damages, if any, may result in revisions to costs and income, with their effects being recognized in the period in which the revisions are determined. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

Revenues associated with maintenance, repair and service contracts are recognized when the services are performed. Expenses related to these types of services are recognized as incurred.

Warranties

We provide for estimated warranty costs at the time of sale based upon historical rates applicable to individual product lines. In addition, specific provisions are made when the costs of such warranties are expected to exceed accruals. Our standard terms and conditions of sale include a warranty for parts and service for the earlier of 18 months from the date of shipment or 12 months from the date of initial operations.

  Occasionally projects require warranty terms that are longer than our standard terms due to the nature of the project.  Extended warranty terms may be negotiated and included in our contracts. 

Research and Development Expense

Research and development costs are charged to expense as incurred. These costs are included as a component of selling, general and administrative expenses on the Consolidated Statements of Operations. Such amounts were $6.0$7.7 million, $6.6$7.5 million and $5.6$6.5 million in fiscal years 2009, 20082012, 2011 and 2007,2010, respectively.

Foreign Currency Translation

The functional currency for our foreign subsidiaries is the local currency in which the entity is located. The financial statements of all subsidiaries with a functional currency other than the U.S. Dollar have been translated into U.S. Dollars. All assets and liabilities of foreign operations are translated into U.S. Dollars using year-end exchange rates, and all revenues and expenses are translated at average rates during the respective period. The U.S. Dollar results that arise from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the cumulative currency translation adjustments in accumulated other comprehensive income in stockholders’ equity.


36


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock-Based Compensation
In

We measure stock-based compensation cost at the first quarter of fiscal year 2006, we adopted accounting guidance that generally requires the recognition of the cost of employee services for share-based compensationgrant date based on the grant date fair value of the equity or liability instruments issuedrestricted stock award and any unearned or deferred compensation (contra-equity accounts) related to awards prior to adoption be eliminated againstrecognize it as expense over the appropriate equity accounts. Also underapplicable vesting period of the new standard, excessstock award using the straight-line method.  Excess income tax benefits related to share-based compensation expense that must be recognized directly in equity are considered financing rather than operating cash flow activities.

35 


In July 2006, the Compensation Committee of the Board of Directors modified the vesting requirements for stock options upon retirement. The committee voted to automatically vest granted options upon retirement at age 60 with 10 years of service or at age 62 regardless of service. Stock options are vested at retirement and will remain exercisable for the remaining life of the option. All other terms of stock options remain the same.
We recognized approximately $0.9 million in selling, general and administrative expenses of non-cash compensation expense related to the modification at July 31, 2006. After the modification adjustment, there was approximately $1.6 million of unrecognized non-cash compensation expense related to non-vested stock options at September 30, 2006. Of the $1.6 million unrecognized compensation expense, $0.7 million was expensed in fiscal year 2007, $0.5 million was expensed in fiscal year 2008 and $0.3 million was expensed in fiscal year 2009. The remaining $0.1 million unrecognized compensation expense at September 30, 2009, will be expensed during fiscal year 2010. In addition, at September 30, 2006, there was approximately $0.3 million of total unrecognized compensation expense related to restricted stock, of which $0.2 million was recognized in fiscal year 2007 and $0.1 million was recognized in fiscal year 2008.

Derivative Financial Instruments

As part of managing our exposure to changes in foreign currency exchange rates, we periodically utilize foreign exchange forward contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on accounts receivable, accounts payable and forecasted cash transactions. These contracts are recorded in the Consolidated Balance Sheets at fair value, which is based upon an income approach consisting of a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the contracts using current market information as of the reporting date, such as foreign currency spot and forward rates.

We formally document our hedging relationships, including identifying the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction. We also formally assess, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item. The effective portion of the change in fair value of a derivative is recorded as a component of accumulated other comprehensive income in the Consolidated Balance Sheets. When the hedged item affects the income statement, the gain or loss included in accumulated other comprehensive income is reported on the same line in the Consolidated Statements of Operations as the hedged item. In addition, any ineffective portion of the changes in the fair value of derivatives used as cash flow hedges is reported in the Consolidated Statements of Operations as the changes occur. If it is


37


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
determined that a derivative ceases to be a highly effective hedge, or ifit is probable that the anticipatedforecasted transaction is no longer likely towill not occur, we discontinue hedge accounting and any unrealized gains or losses are recorded in the Consolidated Statements of Operations.
On January 1, 2009, we adopted new accounting guidance that amended and expanded the disclosure requirements related to derivative instruments and hedging activities. This guidance was issued in response to concerns and criticisms about the lack of adequate disclosure of derivative instruments and hedging activities. The new guidance is focused on requiring enhanced disclosure on: 1) how and why an entity uses derivative instruments and hedging activities; 2) how derivative instruments and related hedging activities are accounted for and 3) how derivative instruments and related hedging activities affect an entity’s cash flows,consolidated financial position and performance.
To accomplish the three objectives listed above, we are required to provide:statements. 

We provide 1) qualitative disclosures regarding the objectives and strategies for using derivative instruments and engaging in hedging activities in the context of our overall risk exposure; 2) quantitative disclosure in tabular format of the fair values of derivative instruments and their gains and losses and 3) disclosures about credit-risk related contingent features in derivative instruments.

The adoption of the new accounting guidance did not have an impact on our consolidated financial position or results of operations. As a result of the adoption of this guidance, we have expanded our disclosures regarding derivative instruments and hedging activities with Note L.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), which is included as a component of stockholders’ equity net of tax, includes unrealized gains or losses onavailable-for-sale marketable securities, derivative instruments, postretirement benefit adjustments and currency translation adjustments in foreign consolidated subsidiaries.

Fair Value MeasurementsNew Accounting Standards

On October 1, 2008, we adopted

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB), which are adopted by us as of the specified effective date.  Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our consolidated statements upon adoption. 

In January 2010, the FASB issued updated guidance onto amend the disclosure requirements related to recurring and nonrecurring fair value measurements.  TheThis update requires new guidance definesdisclosures about significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value establisheshierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3.  This update also requires a frameworkreconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis.  In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements.  For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities, rather than each major category of assets or liabilities.  This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements.  This update became effective for us with the interim and annual reporting period beginning after December 15, 2009, our fiscal year 2011, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which became effective for us with the interim and annual reporting period beginning after December 15, 2010, our fiscal year 2012.  We were not required to provide the amended disclosures for any previous periods presented for comparative purposes.  Other than requiring additional disclosures, adoption of this update has not had a material impact on our consolidated financial statements. 

In May 2011, the FASB issued accounting guidance related to fair value measurement, which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards.  This guidance generally represents clarification of fair value measurement standards, but also includes instances where a particular principle or requirement for measuring fair value under U.S. GAAP and expands disclosuresof disclosing information about fair value measurements. It was effective for us beginning October 1, 2008, for certain financial assets and liabilities. Refer to Note C for additional information regarding our fair value measurements for financial assets and liabilities. The newhas changed.  This guidance is effective for non-financial assetsfiscal years, and liabilities recognized or disclosed at fair value on a nonrecurring basisinterim periods within those years, beginning after December 15, 2011.  We will adopt this guidance for our fiscal year beginning October 1, 2009.2012.  We believe that the adoption of the new guidance applicabledo not expect this pronouncement to non-financial assets and liabilities will not have a material effect on our consolidated financial position, results of operations or cash flows.

New Accounting Standards
The Financial Accounting Standards Board (“FASB”) has codified a single source of authoritative nongovernmental U.S. GAAP, theAccounting Standards Codification(“Codification”). While the Codification does not change U.S. GAAP, it introduces a new structure that is organized in an easily accessible, user-friendly on-line research system. The Codification supersedes all existing accounting standards documents. All other accounting literature not included in the Codification will be considered nonauthoritative. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes.
statements. 

In December 2007,June 2011, the FASB issued new accounting guidance on business combinations.the presentation of comprehensive income in financial statements.  Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements.  Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income.  Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income.  Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income.  The newprovisions for this guidance establishes principlesare effective for fiscal years, and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The new accounting guidance also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. The new guidance is effective as of theinterim periods within those years, beginning of an


38


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
entity’s fiscal year that begins after December 15, 2008, and2011, with early adoption permitted.  We will be adopted by us in the first quarter ofadopt this guidance for our fiscal year 2010. We are currently unable to predict the potential impact, if any,beginning October 1, 2012. 

36 


In December 2007,September 2011, the FASB issued new accounting guidance which simplifies how an entity is required to test goodwill for noncontrolling interests in consolidated financial statements. This new guidance establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The new accounting guidance also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The new guidance is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of fiscal year 2010. We are currently evaluating the potential impact of the adoption ofimpairment.  Under this guidance, on our consolidated results of operations and financial condition.

In April 2008,an entity would be allowed to first assess qualitative factors to determine whether it is necessary to perform the FASB issued new accounting guidance regarding the determination of useful lives of intangible assets that amends the factors that shouldtwo-step quantitative goodwill impairment test.  An entity would not be considered in developing renewal or extension assumptions used for purposes of determining the useful life of a recognized intangible asset. This guidance is intendedrequired to improve the consistency between the useful life of a recognized intangible asset under accounting guidance related to goodwill and other intangible assets and the period of expected cash flows used to measurecalculate the fair value of a reporting unit unless the asset under accountingentity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This new guidance relatedincludes a number of factors to business combinations and other U.S. GAAP.consider in conducting the qualitative assessment.  This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2008,2011, our Fiscal 2013.  Early adoption is permitted; however, we will not adopt this guidance until October 1, 2012.  This guidance is not expected to have a material impact on our reported results of operations or financial position. 

In July 2012, the FASB issued an accounting standards update regarding the testing of indefinite-lived intangible assets for impairment.  Under this update, an entity has the option to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired.  If, after assessing the events and circumstances, an entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action.  However, if any entity concludes otherwise, it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment testing by comparing the fair value with the carrying amount.  An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative test.  An entity will be able to resume performing the qualitative assessment in any subsequent period.  This update is effective for annual and interim tests performed for fiscal years beginning after September 15, 2012, our fiscal year 2013.  Early adoption is permitted; however, we will not adopt this guidance until October 1, 2012.  This guidance is not expected to have a material impact on our reported results of operations or financial position. 

In August 2012, the SEC adopted a rule mandated by usthe Dodd-Frank Act to require companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo or an adjoining country.  The final rule applies to a company that uses minerals including tantalum, tin, gold or tungsten.  The final rule requires companies to provide disclosure on a new form filed with the SEC, with the first quarter of fiscalspecialized disclosure report due on May 31, 2014, for the 2013 calendar year, 2010. Earlier application is not permitted.and annually on May 31 each year thereafter.  We are currently evaluating the potential impact if any, of adoption. 

Subsequent Events

We evaluated subsequent events through the adoptiontime of filing this Annual Report on Form 10-K.  No significant events occurred subsequent to the balance sheet or prior to the filing of this new guidance on our consolidated results of operations and financial condition.

In June 2008, the FASB issued new accounting guidance regarding share-based payment transactionsreport that addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in the earnings allocation in calculating earnings per share under the two-class method. This new accounting guidance requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share. This guidance is effective for fiscal years beginning after December 15, 2008, and will be adopted by us in the first quarter of fiscal year 2010. Earlier application is not permitted. We do not expect adoption of this guidance to have a material effect on our earnings per share.
In December 2008, the FASB issued new accounting guidance on employers’ disclosures about postretirement benefit plan assets. The disclosures about plan assets required by this new guidance shall be provided for fiscal years ending after December 15, 2009, and will be adopted by us in the first quarter of fiscal year 2011. We do not expect adoption of this new guidance towould have a material impact on our consolidated financial statements.
In April 2009, the FASB issued new accounting guidance addressing the interim disclosures about the fair valuestatements or results of financial instruments, which amended the previous disclosures regarding the fair value of financial instruments, and interim financial reporting. This new guidance requires disclosures about the fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required. This new accounting guidance became effective for interim periods ending after June 15, 2009, and was adopted by us in the third quarter of fiscal 2009. The adoption of this new guidance had no material impact on our consolidated financial statements.
In April 2009, the FASB issued new accounting guidance regarding the accounting for assets acquired and liabilities assumed in a business combination due to contingencies. This new guidance clarifies the initial and subsequent recognition, subsequent accounting and disclosure of assets and liabilities arising from contingencies in a business combination. This new guidance requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if the acquisition-date fair value can be


39

operations.


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
C.  Fair Value Measurements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
reasonably estimated. If the acquisition-date fair value of an asset or liability cannot be reasonably estimated, the asset or liability would be measured at the amount that would be recognized using the accounting guidance related to accounting for contingencies or the guidance for reasonably estimating losses. This new accounting guidance becomes effective for us on October 1, 2010; however, as the provision of the guidance will be applied prospectively to business combinations with an acquisition date on or after the guidance becomes effective, the impact to us cannot be determined until a transaction occurs.
In April 2009, the FASB issued new accounting guidance regarding the determination of fair value when the volume and level of activity for assets or liabilities have significantly decreased, and identifying transactions that are not orderly. This guidance requires an evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. If there has, transactions or quoted prices may not be indicative of fair value and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is, not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction is not orderly, other valuation techniques must be used when estimating fair value. This new accounting guidance must be applied prospectively for interim periods ending after June 15, 2009, and was adopted by us effective June 30, 2009, but currently has no impact on our financial statements.
C.  Fair Value Measurements

We measure certain financial assets and liabilities at fair value. New accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as an “exit price” which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in valuing an asset or liability. The new accounting guidance also requires the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. As a basis for considering such assumptions and inputs, a fair value hierarchy has been established which identifies and prioritizes three levels of inputs to be used in measuring fair value.

The three levels of the fair value hierarchy are as follows:

Level 1 — Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions.


40


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 20092012 (in thousands):

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at September 30, 2012

 

 

  

  

  

 

 

Quoted Prices in 

Active Markets for 

Identical Assets 

(Level 1)

 

Significant Other 

Observable 

Inputs 

(Level 2)

 

Significant 

Unobservable Inputs 

(Level 3)

 

 

Fair Value at 

September 30, 

2012

Assets

 

 

 

 

 

 

 

 

Cash equivalents

$

45,888 

$

$

$

45,888 

 Total

$

45,888 

$

$

$

45,888 

Liabilities

 

 

 

 

 

 

 

 

Foreign currency forward contracts

$

$

$

$

 Total

$

$

$

$

37 

                 
  Fair Value Measurements at Reporting Date Using    
  Quoted Prices in
  Significant Other
       
  Active Markets for
  Observable
  Significant
  Fair Value at
 
  Identical Assets
  Inputs
  Unobservable Inputs
  September 30,
 
  (Level 1)  (Level 2)  (Level 3)  2009 
 
Assets                
Cash equivalents $59,324  $  $  $59,324 
                 
Total $59,324  $  $  $59,324 
                 
Liabilities                
Foreign currency forward contracts $  $752  $  $752 
                 
Total $  $752  $  $752 
                 

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2011 (in thousands): 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at September 30, 2011

 

 

  

  

  

 

 

Quoted Prices in 

Active Markets for 

Identical Assets 

(Level 1)

 

Significant Other 

Observable 

Inputs 

(Level 2)

 

Significant 

Unobservable Inputs 

(Level 3)

 

 

Fair Value at 

September 30, 

2011

Assets

 

 

 

 

 

 

 

 

Cash equivalents

$

65,792 

$

$

$

65,792 

 Total

$

65,792 

$

$

$

65,792 

Liabilities

 

 

 

 

 

 

 

 

Foreign currency forward contracts

$

$

$

$

 Total

$

$

$

$

Cash equivalents, primarily funds held in commercial paper, bank notes and money market savings instruments, are reported at their current carrying value which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in our Consolidated Balance Sheets.  Our commercial paper, bank notes and money market instruments are valued primarily using quoted market prices and are included in Level 1 inputs. The fair value at September 30, 2009, for cash equivalents was approximately $59.3 million.

Foreign currency forward contracts are valued using an income approach which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts using observable market spot and forward rates as of our reporting date, and are included in Level 2 inputs in the above table.tables. We use these derivative instruments to mitigate non-functional currency transaction exposure on certain contracts with customers and vendors. We mitigate derivative credit risk by transacting with highly rated counterparties. We have evaluated the credit and non-performance risks associated with our derivative counterparties and believe them to be insignificant at September 30, 2009.2012. All contracts are recorded at fair value andmarked-to-market at the end of each reporting period, with unrealized gains and losses being included in accumulated other comprehensive income on the Consolidated Balance Sheets for that period.  The $0.8 million net fair value of ourAt September 30, 2012, all foreign currency forward contracts have been settled, with no balances recorded on our consolidated balance sheets related to these transactions.

D.   Intangible Assets

Our intangible assets consist of (1) goodwill, which is not being amortized, and (2) customer relationships (15 years), trademarks (15 years), trade names (10 years), non-compete agreements (5 years), a supply agreement (15 years) and purchased technologies (6 to 7 years) which are amortized over their estimated useful lives. We test for impairment of goodwill annually, or immediately if conditions indicate that impairment could exist.  

During the year ended September 30, 2010, we acquired intangible assets and recorded goodwill in connection with our acquisition of Powell Canada and our acquisition of a 50% interest in the operations of a joint venture in Kazakhstan.  During fiscal year 2010, our impairment analyses for goodwill indicated that an impairment was required.  A loss on impairment of $7.5 million was recorded in fiscal year 2010 related to the Powell Canada acquisition.  Our strategic decision to exit the 50% owned joint venture in Kazakhstan and delays in the anticipated growth in capital investments in the Oil Sands Region of western Canada, relative to our expectations, resulted in the impairment charge.  No impairment was identified as a result of performing our annual impairment test of goodwill for fiscal years 2012 or 2011. 

During fiscal year 2011, our impairment analysis indicated that the non-compete agreements, trade name and customer relationships intangible assets related to the Powell Canada acquisition were impaired due to continued operating losses at Powell Canada, which have reduced our projections for future revenues and cash flows.  Accordingly, we recognized a loss on impairment of $7.2 million. 

38 


Intangible assets balances, subject to amortization, at September 30, 2012, and September 30, 2011, consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

September 30, 2012

 

September 30, 2011

 

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

 

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Supply agreement

$
17,580 
$
(7,225)
$
10,355 

 

$
17,580 
$
(6,052)
$
11,528 

Purchased technology

11,818 
(9,121)
2,697 

 

11,747 
(7,759)
3,988 

Non-compete agreements

4,170 
(4,170)

 

4,170 
(4,170)

Trade name

1,136 
(871)
265 

 

1,098 
(767)
331 

 

 

 

 

 

 

 

 

  Total

$
34,704 
$
(21,387)
$
13,317 

 

$
34,595 
$
(18,748)
$
15,847 

All goodwill and intangible assets disclosed above are reported in our Electrical Power Products business segment. 

Amortization of intangible assets recorded for the years ended September 30, 2012, 2011 and 2010, was $2.6 million, $4.8 million and $4.5 million, respectively.   

Estimated amortization expense for each of the five subsequent fiscal years is expected to be (in thousands): 

 

 

Years Ending September 30,

Total

2013

$
1,673 

2014

1,673 

2015

1,649 

2016

1,576 

2017

1,576 

E.  Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): 

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Numerator:

Net income (loss) attributable to Powell Industries, Inc.

$
29,657 
$
(2,715)
$
25,008 

 

 

 

 

Denominator:

Weighted average basic shares

11,850 
11,735 
11,545 

Dilutive effect of stock options, restricted stock and restricted stock units (1)

75 

148 

Weighted average diluted shares with assumed conversions

11,925 
11,735 
11,693 

 

 

 

 

Net earnings (loss) per share:

Basic

$
2.50 
$
(0.23)
$
2.17 

Diluted

$
2.49 
$
(0.23)
$
2.14 

(1)  In fiscal year 2011, these items were excluded from diluted income (loss) per share as the effect would have been anti-dilutive. 

Approximately 23,000 shares related to outstanding stock options and restricted stock units were excluded from the computation of diluted earnings (loss) per share because they were antidilutive at September 30, 2011.  All options were included in the computation of diluted earnings per share for the years ended September 30, 2012 and 2010, respectively, as the options’ exercise prices were less than the average market price of our common stock.

F.  Detail of Selected Balance Sheet Accounts

Allowance for Doubtful Accounts

Activity in our allowance for doubtful accounts receivable consisted of the following (in thousands): 

 

 

 

 

September 30,

 

2012

2011

Balance at beginning of year

$
391 
$
907 

Increase (decrease)  to bad debt expense

842 
(114)

Deductions for uncollectible accounts written off, net of recoveries

142 
(394)

Increase (decrease)  due to foreign currency translation

24 
(8)

Balance at end of year

$
1,399 
$
391 

39 


Warranty Accrual

Activity in our product warranty accrual consisted of the following (in thousands): 

 

 

 

 

September 30,

 

2012

2011

Balance at beginning of year

$
4,603 
$
5,929 

Increase to warranty expense

3,624 
788 

Deductions for warranty charges

(2,323)
(2,432)

Increase (decrease) due to foreign currency translation

(190)
318 

Balance at end of year

$
5,714 
$
4,603 

In addition to our standard estimated warranty accrual, during fiscal year 2012, we recorded an additional $1.0 million of warranty expense related to the estimated costs to replace certain component parts which may be defective. 

Inventories

The components of inventories are summarized below (in thousands):  

 

 

 

 

September 30,

 

2012

2011

Raw materials, parts and subassemblies

$
33,632 
$
38,400 

Work-in-progress

6,422 
5,892 

Provision for excess and obsolete inventory

(7,137)
(7,652)

Total inventories

$
32,917 
$
36,640 

Cost and Estimated Earnings on Uncompleted Contracts

The components of costs and estimated earnings and related amounts billed on uncompleted contracts are summarized below (in thousands): 

 

 

 

 

September 30,

 

2012

2011

Costs incurred on uncompleted contracts

$
635,714 
$
475,525 

Estimated earnings

168,480 
131,367 

 

804,194 
606,892 

Less: Billings to date

754,604 
599,847 

Net underbilled position

$
49,590 
$
7,045 

 

 

 

Included in the accompanying balance sheets under the following captions:

Costs and estimated earnings in excess of billings on uncompleted contracts – underbilled

$
86,734 
$
51,568 

Billings in excess of costs and estimated earnings on uncompleted contracts – overbilled

(37,144)
(44,523)

Net underbilled position

$
49,590 
$
7,045 

40 


Property, Plant and Equipment

Property, plant and equipment are summarized below (in thousands):  

 

 

 

 

 

September 30,

Range of

 

2012

2011

Asset Lives

Land

$
24,766 
$
7,640 

Buildings and improvements

55,431 
54,321 

3 - 39 Years

Machinery and equipment

67,007 
62,456 

3 - 15 Years

Furniture and fixtures

2,940 
3,203 

3 - 10 Years

Construction in process

7,224 
2,625 

 

157,368 
130,245 

 

Less: Accumulated depreciation

(78,716)
(70,608)

 

Total property, plant and equipment, net

$
78,652 
$
59,637 

 

The increases in land and construction in process are primarily the result of construction of facilities in Houston, Texas, and Acheson, Alberta, Canada. 

Included in property and equipment are assets under capital lease of $1.8 million and $2.9 million at September 30, 2012 and 2011, with related accumulated depreciation of $1.0 million and $1.4 million, respectively. Depreciation expense, including the depreciation of capital leases, was $10.5 million, $10.6 million and $9.2 million for fiscal years 2012, 2011 and 2010, respectively.

G.  Long-Term Debt

Long-term debt consisted of the following (in thousands):  

 

 

 

 

September 30,

 

2012

2011

Industrial development revenue bonds

$
4,000 
$
4,400 

Capital lease obligations

355 
1,041 

Subtotal long-term debt and capital lease obligations

4,355 
5,441 

Less current portion

(725)
(1,140)

Total long-term debt and capital lease obligations

$
3,630 
$
4,301 

The annual maturities of long-term debt as of September 30, 2012, were as follows (in thousands): 

 

 

 

  

Year Ending September 30,

Long-Term 

Debt 

Maturities

2013

$
725 

2014

428 

2015

402 

2016

400 

2017

400 

Thereafter

2,000 

Total long-term debt maturities

$
4,355 

US Revolver

In March 2012, we amended our existing credit agreement (Amended Credit Agreement) with a major domestic bank. This amendment to our credit facility was made to increase the dollar limit on capital expenditures to allow us to support our continued expansions, including the Canadian Oil Sands and offshore production markets.  The Amended Credit Agreement provides for a $75.0 million revolving credit facility (US Revolver).  Obligations are collateralized by the stock of certain of our subsidiaries. 

The interest rate for amounts outstanding under the Amended Credit Agreement for the US Revolver is a floating rate based upon the higher of the Federal Funds Rate plus 0.5%, or the bank’s prime rate. Once the applicable rate is determined, a margin ranging up to 1.75%, as determined by our consolidated leverage ratio, is added to the applicable rate.  

The US Revolver provides for the issuance of letters of credit which reduce the amounts which may be borrowed under the revolver. The amount available under the US Revolver was reduced by $36.5 million for our outstanding letters of credit at September 30, 2012.  

41 


There were no borrowings under the US Revolver as of September 30, 2012. Amounts available under the US Revolver were $38.5 million at September 30, 2012. The US Revolver expires on December 31, 2016. 

The Amended Credit Agreement contains certain restrictive and maintenance-type covenants, including restrictions on our ability to pay dividends, as well as restriction on the amount of capital expenditures allowed.  It also contains financial covenants defining various financial measures and the levels of these measures with which we must comply, as well as a “material adverse change” clause. A “material adverse change” is defined as a material change in our operations, business, properties, liabilities or condition (financial or otherwise) or a material impairment of our ability to perform our obligations under our credit agreements. 

The Amended Credit Agreement’s principal financial covenants include:  

Minimum Fixed Charge Coverage Ratio — The Amended Credit Agreement requires that the consolidated fixed charge coverage ratio be greater than 1.25 to 1.00. The consolidated fixed charge calculation is income before interest and income taxes, increased by depreciation and amortization expense (EBITDA) and reduced by income taxes and capital expenditures for the previous 12 months, divided by the sum of payments on long-term debt, excluding the US Revolver and interest expense, during the previous 12 months. 

Maximum Leverage Ratio — The Amended Credit Agreement requires that the ratio be less than 2.75 to 1.00. The maximum leverage ratio is the sum of total long-term debt and outstanding letters of credit, less industrial development revenue bonds, divided by the EBITDA for the previous 12 months. 

The Amended Credit Agreement is collateralized by a pledge of 100% of the voting capital stock of each of our domestic subsidiaries and 66% of the voting capital stock of each non-domestic subsidiary, excluding Powell Canada. The Amended Credit Agreement provides for customary events of default and carries cross-default provisions with other existing debt agreements. If an event of default (as defined in the Amended Credit Agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the Amended Credit Agreement, amounts outstanding under the Amended Credit Agreement may be accelerated and may become immediately due and payable. As of September 30, 2012, we were in compliance with all of the financial covenants of the Amended Credit Agreement. 

Canadian Revolver  

On December 15, 2009, we entered into a credit agreement with a major international bank (the Canadian Facility) to finance the acquisition of Powell Canada and provide additional working capital support for our operations in Canada.  In March 2012, we reduced the Canadian Facility from a $20.0 million CAD (approximately $20.3 million) revolving credit facility (the Canadian Revolver) to $10.0 million CAD (approximately $10.2 million), and eliminated the restrictions on amounts which may be borrowed based on a borrowing base calculation.   

The Canadian Revolver provides for the issuance of letters of credit which reduce the amounts which may be borrowed under the Canadian Revolver.  The amount available under the Canadian Revolver was reduced by $0.1 million for an outstanding letter of credit at September 30, 2012. 

There were no borrowings outstanding under the Canadian Revolver, and $10.0 million was available at September 30, 2012.  The Canadian Facility expires on February 28, 2015.  The interest rate for amounts outstanding under the Canadian Revolver is a floating interest rate based upon either the Canadian Prime Rate, or the lender’s US Bank Rate.  Once the applicable rate is determined, a margin of 0.375% to 1.125%, as determined by our consolidated leverage ratio, is added to the applicable rate. 

The principal financial covenants are consistent with those described in our Amended Credit Agreement.  The Canadian Facility contains a “material adverse effect” clause.  A “material adverse effect” is defined as a material change in the operations of Powell or Powell Canada in relation to our financial condition, property, business operations, expected net cash flows, liabilities or capitalization. 

The Canadian Facility is secured by the assets of our Canadian operations and provides for customary events of default and carries cross-default provisions with our existing debt agreements.  If an event of default (as defined in the Canadian Facility) occurs and is continuing, on the terms and subject to the conditions set forth in the Canadian Facility, amounts outstanding under the Canadian Facility may be accelerated and may become immediately due and payable.  As of September 30, 2012, we were in compliance with all of the financial covenants of the Canadian Facility. 

Industrial Development Revenue Bonds

We borrowed $8.0 million in October 2001 through a loan agreement funded with proceeds from tax-exempt industrial development revenue bonds (Bonds). These Bonds were issued by the Illinois Development Finance Authority and were used for the completion of our Northlake, Illinois, facility. Pursuant to the Bond issuance, a reimbursement agreement between us and a major domestic bank required an issuance by the bank of an irrevocable direct-pay letter of credit (Bond LC), as collateral, to the Bonds’ trustee to guarantee payment of the Bonds’ principal and interest when due. The Bond LC is subject to both early termination and extension provisions customary to such agreements, as well as various

42 


covenants, for which we were in compliance at September 30, 2012. While the Bonds mature in 2021, the reimbursement agreement requires annual redemptions of $400,000 that commenced on October 25, 2002. A sinking fund is used for the redemption of the Bonds. At September 30, 2012, the balance in the restricted sinking fund was approximately $434,000 and was recorded in cash and cash equivalents. The Bonds bear interest at a floating rate determined weekly by the Bonds’ remarketing agent, which was the underwriter for the Bonds and is an affiliate of the bank. This interest rate was 0.45% per year on September 30, 2012.

H.  Income Taxes

The components of the income tax provision were as follows (in thousands):  

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Current:

Federal

$
18,156 
$
5,470 
$
18,126 

State

1,512 
939 
1,750 

Foreign

331 
563 
1,071 

 

19,999 
6,972 
20,947 

 

 

 

 

Deferred:

 

 

 

Federal

(1,840)
(122)
(1,189)

State

25 
(76)
23 

Foreign

393 
(62)
113 

 

(1,422)
(260)
(1,053)

Total income tax provision

$
18,577 
$
6,712 
$
19,894 

Income before income taxes and minority interest was as follows (in thousands): 

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

U.S. 

$
53,885 
$
19,850 
$
53,467 

Other than U.S. 

(5,651)
(15,853)
(8,406)

Income from continuing operations before provision for income taxes

$
48,234 
$
3,997 
$
45,061 

A reconciliation of the statutory U.S. income tax rate and the effective income tax rate, as computed on earnings before income tax provision in each of the three years presented in the Consolidated Statements of Operations, was as follows: 

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Statutory rate

35% 
35% 
35% 

State income taxes, net of federal benefit

14 

International withholding tax

(1)
(9)

Other permanent tax items

Foreign rate differential

33 

Domestic production activities deduction

(3)
(16)
(2)

Foreign valuation allowance and other

106 

Effective rate

38% 
168% 
44% 

Our provision for income taxes reflects an effective tax rate on earnings before income taxes of 38% in fiscal year 2012 compared to 168% and 44% in fiscal years 2011 and 2010, respectively. The increase in the effective tax rate for fiscal year 2011 resulted from a valuation allowance against deferred tax assets in Canada. 

We have not recorded deferred income taxes on $16 million of undistributed earnings of our foreign subsidiaries because of management’s intent to indefinitely reinvest such earnings.  Upon distribution of these earnings in the form of dividends or otherwise, we may be subject to U.S. income taxes and foreign withholding taxes.  It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these earnings. 

We are subject to income tax in the U.S., multiple state jurisdictions and a few international jurisdictions, primarily the U.K. and in Canada since December 15, 2009. For U.S. Federal income tax purposes, all years prior to 2009 are closed.  We do not consider any state in which we do business to be a major tax jurisdiction. We remain open to examination in the U.K. for tax years 2008 to the present. 

43 


The net deferred income tax asset (liability) was comprised of the following (in thousands): 

 

 

 

 

September 30,

 

2012

2011

Current deferred income taxes:

Gross assets

$
7,053 
$
6,801 

Gross liabilities

(2,455)
(3,221)

Net current deferred income tax asset

4,598 
3,580 

Noncurrent deferred income taxes:

Gross assets

2,422 
2,133 

Gross liabilities

(114)

Net noncurrent deferred income tax asset

2,422 
2,019 

Net deferred income tax asset

$
7,020 
$
5,599 

At September 30, 2012 and 2011, the noncurrent deferred income tax asset was included in other accrued expenses in ourassets on the Consolidated Balance Sheets. 

The tax effect of temporary differences between U.S. GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows (in thousands): 

 

 

 

 

September 30,

 

2012

2011

Deferred Tax Assets:

 

 

 Allowance for doubtful accounts

$
367 
$
89 

 Workers compensation

360 
39 

 Stock-based compensation

729 
354 

 Reserve for accrued employee benefits

1,546 
1,579 

 Warranty accrual

1,336 
935 

 Depreciation and amortization

1,366 
956 

 Deferred compensation

1,013 
1,343 

 Postretirement benefits liability

373 
460 

 Accrued legal

114 
182 

 Uniform capitalization and inventory

3,683 
4,667 

 Goodwill impairment

1,285 
1,360 

 Other

14 
41 

 Net operating loss

4,787 
3,144 

 Gross deferred tax asset

16,973 
15,149 

 Less: valuation allowance

7,498 
6,215 

 Deferred tax assets

9,475 
8,934 

 

 

 

Deferred Tax Liabilities:

 

 

 Uncompleted contracts

(2,455)
(3,221)

 Other

(5)

 Capital lease

(109)

 Deferred tax liabilities

(2,455)
(3,335)

 

 

 

  Net deferred tax asset

$
7,020 
$
5,599 

At September 30, 2012, we had $19.1 million of gross foreign operating loss carryforwards, which are subject to a 20-year carryforward period.  As of September 30, 2012, we have recorded a net valuation allowance of $7.5 million against our Canadian deferred tax assets, which we expect cannot be realized through future reversals of existing taxable temporary differences and future taxable income.  We believe that our deferred tax assets in other tax jurisdictions are more likely than not realizable through future reversals of existing taxable temporary differences and our estimate of future taxable income.   

We previously adopted accounting guidance on the accounting for uncertainty in income taxes. Upon adoption of the guidance, we recorded a $0.3 million increase in our tax reserves, an offsetting decrease of $0.2 million to retained earnings for uncertain tax positions and an increase in deferred income tax assets of $0.1 million. As of the adoption date, we had total tax reserves of $1.2 million. This reserve includes an estimate of potential interest and penalties on estimated liabilities for uncertain tax positions, which were recorded as components of income tax expense, in the amount of $160,000 as of September 30, 2012. A reconciliation of the beginning and ending amount of the unrecognized tax liabilities follows (in thousands): 

Balance as of September 30, 2011

$
763 

Increases related to tax positions taken during a prior period

43 

Decreases related to settlements with taxing authorities

(32)

Decreases related to expirations of statute of limitations

(263)

Balance as of September 30, 2012

$
511 

44 


Our continuing policy is to recognize interest and penalties related to income tax matters as tax expense. The amount of interest and penalty expense recorded for the year ended September 30, 2012, was not material. 

There was no material change in the net amount of unrecognized tax benefits in the year ended September 30, 2012. Management believes that it is reasonably possible that within the next 12 months, the total unrecognized tax benefits will decrease by approximately 39% due to the expiration of certain statutes of limitations in various state and local jurisdictions. 

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially change in the next 12 months.

I.  Derivative Instruments and Hedging Strategies

We operate in various countries and have operations in the United Kingdom and Canada. These international operations expose us to market risk associated with foreign currency exchange rate fluctuations. We have entered into certain forward contracts to hedge the risk of certain foreign currency rate fluctuations. To the extent we choose to manage volatility associated with the net exposures, we enter into various financial transactions which we account for using the applicable accounting guidance for derivative instruments and hedging activities. Our objective is to hedge the variability in forecasted cash flow due to the foreign currency risk associated with certain long-term sales. As of September 30, 2012, we held no derivatives. 

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a hedge by documenting the relationship between the derivative and the hedged item. The documentation includes a description of the hedging instrument, the hedge item, the risk being hedged, our risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. We assess the ongoing effectiveness of our hedges in accordance with the Cumulative Dollar-Offset Approach,  and measure and record hedge ineffectiveness at the end of each fiscal quarter, as necessary. 

All derivatives are recognized on the Consolidated Balance Sheets at their fair value and classified based on the instrument’s maturity date. There were no outstanding derivatives as of September 30, 2011, and September 30, 2012.

J.  Employee Benefit Plans

401(k) Plan

We have a defined employee contribution 401(k) plan for substantially all of our U.S. employees. We match 100% of employee contributions up to an employee contribution of 4% of each employee’s salary. We recognized expenses of $4.6 million, $3.4 million and $2.9 million in fiscal years 2012, 2011 and 2010, respectively, under this plan primarily related to matching contributions. 

Deferred Compensation

We offer an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. The plan permits the deferral of up to 50% of a participant’s base salary and/or 100% of a participant’s annual incentive bonus. The deferrals are held in a separate trust, which has been established to administer the plan. The assets of the trust are subject to the claims of our creditors in the event that we become insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (a Rabbi Trust). The assets and liabilities of the plan are recorded in other assets and deferred compensation in the accompanying Consolidated Balance Sheets, respectively. Changes in the deferred compensation balance are charged to compensation expense. The plan is not qualified under Section 401 of the Internal Revenue code. There was no compensation expense related to this plan in fiscal year 2012. Total assets held by the trustee and deferred compensation liabilities were $2.1 million at September 30, 2012. 

45 


Certain executives were provided an executive benefit plan which provides for fixed payments upon normal retirement on or after age 65 and the completion of at least 10 years of continuous employment. The estimated present value of these payments were accrued over the service life of these individuals, and $0.8 million is recorded in deferred compensation in the accompanying Consolidated Balance Sheets related to this executive benefit plan. To assist in funding the deferred compensation liability, we have invested in corporate-owned life insurance policies. The cash surrender value of these policies is presented in other assets in the accompanying Consolidated Balance Sheets. The cash surrender value of life insurance policies was $4.1 million at September 30, 2012. 

Retiree Medical Plan

We have a plan to extend to retirees health benefits which are available to active employees under our existing health plans. This plan is unfunded. The plan provides coverage for employees with at least 10 years of service and who are age 55 or older but less than 65. The retiree is required to pay the COBRA rate less a subsidy provided by us based on years of service at the time of retirement. 

For the year ended September 30, 2012, the measurement of postretirement benefit expense was based on assumptions used to value the postretirement benefit liability as of September 30, 2012, our measurement date. 

Amounts recognized in accumulated other comprehensive income as of September 30, 2012 and 2011, consisted of the following on a pretax basis (in thousands): 

908

 

 

 

September 30,

 

2012 
2011 

Net actuarial gain

$
(909)
$
(827)

Prior service cost

51 

Total recognized in accumulated other comprehensive income

$
(909)
$
(776)

Amounts in accumulated other comprehensive income as of September 30, 2012, expected to be recognized as components of net periodic postretirement benefit cost in 2013 were as follows (in thousands): 

Net actuarial gain

$
(67)

Prior service cost

Total

$
(67)

46 


The following table illustrates the changes in accumulated postretirement benefit obligation, changes in fair value of assets and the funded status of the postretirement benefit plan (in thousands): 

 

 

 

 

 

 

 

September 30,

 

 

2012

 

 

2011

Changes in postretirement benefit obligation:

 

 

 

Balance at beginning of year

$

895 

 

$

663 

Service cost

 

23 

 

 

40 

Interest cost

 

17 

 

 

39 

Actuarial loss (gain)

 

(189)

 

 

248 

Benefits paid

 

(57)

 

 

(95)

Balance at end of year

$

689 

 

$

895 

Change in plan assets:

 

 

 

Fair value of assets at beginning of year

$

 

$

Employer contributions

 

57 

 

 

95 

Benefits paid

 

(57)

 

 

(95)

Fair value of assets at end of year

$

 

$

Reconciliation of funded status:

 

 

 

Unfunded liability

$

(689)

 

$

(895)

Unrecognized prior service cost

 

 

 

51 

Unrecognized net actuarial gain

 

(909)

 

 

(827)

Net liability recognized

$

(1,598)

 

$

(1,671)

 

 

 

 

2012 
2011 

Weighted-average assumptions used to determine benefit obligations at September 30:

Discount rate pre-retirement

0.00% 
0.00% 

Discount rate post-retirement

3.08 
4.24 

Current year trend rate

8.40 
10.00 

Ultimate trend rate

5.00 
5.00 

Year ultimate trend rate reached

2023 
2014 

If the medical care cost trend rate assumptions were increased or decreased by 1% as of September 30, 2012, the effect of this change on the accumulated postretirement benefit obligation and service and interest costs would be an increase of $102,000 and $5,000 or a decrease of $53,000 and $3,000, respectively. 

 

 

 

 

 

Year Ended September 30,

 

2012 
2011 
2010 

Components of net periodic postretirement benefit cost:

Service cost

$
23 
$
40 
$
33 

Interest cost

17 
39 
39 

Prior service cost

51 
115 
115 

Net gain recognized

(107)
(37)
(49)

Net periodic postretirement benefit cost

$
(16)
$
157 
$
138 

 

 

 

 

2012 
2011 

Weighted-average assumptions used to determine benefit costs at September 30:

Discount rate pre-retirement

0.00% 
0.00% 

Discount rate post-retirement

4.24 
4.56 

Current year trend rate

9.00 
10.00 

Ultimate trend rate

5.00 
5.00 

Year ultimate trend rate reached

2015 
2013 

47 


Future expected benefit payments as of September 30, 2012, related to postretirement benefits for the subsequent five years were as follows (in thousands): 

 

 

 

  

Year Ending September 30,

Expected 

Benefit 

Payments

2013

$
61 

2014

44 

2015

47 

2016

46 

2017

54 

2018 through 2022

283 

K.  Commitments and Contingencies

Long-Term Debt

See Note LG herein for further discussion regardingof our derivative instruments.long-term debt.  

Leases

We lease certain offices, facilities and equipment under operating leases expiring at various dates through 2023. At September 30, 2012, the minimum annual rental commitments under leases having terms in excess of one year were as follows (in thousands): 

 

 

 

Years Ending September 30,

Operating 

Leases

2013

$
5,597 

2014

4,575 

2015

3,533 

2016

2,910 

2017

2,274 

Thereafter

7,725 

Total lease commitments

$
26,614 

Lease expense for all operating leases was $5.4 million, $3.7 million and $3.3 million for fiscal years 2012, 2011 and 2010, respectively. 

Letters of Credit and Bonds

Certain customers require us to post bank letter of credit guarantees or performance bonds issued by a surety. These guarantees and performance bonds assure that we will perform under the terms of our contract. In the event of default, the counterparty may demand payment from the bank under a letter of credit or performance by the surety under a performance bond. To date, there have been no significant expenses related to either for the periods reported. We were contingently liable for secured and unsecured letters of credit of $36.6 million as of September 30, 2012. We also had performance and maintenance bonds totaling $249.1 million that were outstanding, with additional bonding capacity of $150.9 million available, at September 30, 2012. 

We have a facility agreement (Facility Agreement) between S&I and a large international bank. The $12.1 million facility agreement provides S&I the ability to enter into forward exchange contracts, currency options and performance bonds. At September 30, 2012, we had outstanding a total of $7.0 million of guarantees under this Facility Agreement. 

The Facility Agreement provides for financial covenants, customary events of default and carries cross-default provisions with our Amended Credit Facility. If an event of default (as defined in the Facility Agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the Facility Agreement, obligations outstanding under the Facility Agreement may be accelerated and may become or be declared immediately due and payable. 

Litigation

We are involved in various legal proceedings, claims and other disputes arising in the ordinary course of business which, in general, are subject to uncertainties and the outcomes are not predictable.  Although we can give no assurance about the outcome of pending or threatened litigation and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to

48 

D.  Stock-Based Compensation

the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity.

L.  Stock-Based Compensation

We have the following stock-based compensation plans:

Restricted Stock 

We have a Restricted Stock Plan for the benefit of members of the Board of Directors of the Company (the Board) who, at the time of their service, are not employees of the Company or any of its affiliates. Subject to certain conditions and restrictions as determined by the Compensation Committee of the Board of Directors and proportionate adjustments in the event of stock dividends, stock splits and similar corporate transactions, each eligible director will receive 2,000 shares of restricted stock annually.  In Fiscal 2009,fiscal 2012, 16,000 shares of restricted stock were issued to such directors at a price of $38.87$37.50 per share.  In fiscal 2011, 17,500 shares of restricted stock were issued to such directors at a price of $33.49 per share. The maximum aggregate number of shares of stock that may be issued under the Restricted Stock Plan is 150,000 and will consist of authorized but unissued or reacquired shares of stock, or any combination thereof. The restricted stock grants vest 50% per year over a two-year period on each anniversary of the grant date. Unless terminated by the Board, the Restricted Stock Plan will terminate at the close of business on December 16, 2014, and no further grants shall be made under the plan after such date. Awards granted before such date shall continue to be subject to the terms and conditions of the plan and the respective agreements pursuant to which they were granted. The total number of shares of common stock available for future awards under the plan was 84,00032,879 shares as of September 30, 2009.


41

2012. 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The 2000 Non-Employee Director Stock Option Plan, as amended, previously had been adopted for the benefit of members of the Board of Directors of the Company who, at the time of their service, were not employees of the Company or any of its affiliates. Following the adoption of the Restricted Stock Plan described above, the Compensation Committee ceased the use of this plan in making new grants to directors. This plan will maintain its effectiveness until all options have been exercised or have expired. The total number of shares of our common stock available for future awards under thisthe plan was approximately 33,00033,117 shares as of September 30, 2009. Stock options granted to the Directors under this plan were non-qualified and were granted at an exercise price equal to the fair market value of the common stock at the date of grant. Generally, options granted had expiration terms of seven years from the date of grant and vested in full one year from the grant date.
In September 2006, our Board of Directors adopted, and in February 2007, our stockholders approved, the2012. 

The 2006 Equity Compensation Plan (the “2006 Plan”), which became retroactively effective to September 29, 2006. Under the 2006 Plan,Plan) grants any employee of the Company and its subsidiaries and consultants, are eligiblethe right to participate in the plan and receive awards. Awards can take the form of options, stock appreciation rights, stock awards and performance unit awards.  A totalThe maximum aggregate number of 750,000 shares of our common stock are available for issuancethat may be issued under the 2006 Plan is 750,000 shares.  The total number of shares of common stock available under the plan was 508,403 shares as of September 30, 2012. 

In August 2012, 45,000 shares of restricted stock were issued under the 2006 Plan to our new President and Chief Executive Officer.  These shares were issued at a price of $39.11 per share.  The restricted stock grant vests 33% per year over a three-year period on each anniversary of the grant date. 

In June 2012, 2,000 shares of restricted stock were issued under the 2006 Plan to the Chairman of the Board, who was an employee of the Company at the time the shares were issued.  These shares were issued at a price of $37.50 per share.  The restricted stock grant vests 50% per year over a two-year period on each anniversary of the grant date. 

During the first quarter of fiscal 2011, 26,000 shares of restricted stock were issued to certain officers and key employees of the Company with a fair value ranging from $30.79 to $32.12 per share under the 2006 Plan.  The restricted stock grant vests over a three-year period on each anniversary of the grant date.  Compensation expense is recognized over a three-year period based on the price per share on the grant date.  In conjunction with the separation of our former President and Chief Executive Officer (CEO) in September 2011, the remaining unvested 7,601 shares previously issued to him became immediately vested and were expensed in selling, general and administrative expenses. 

During the first quarter of fiscal 2010, 10,000 shares of restricted stock were issued to our former CEO at a price of $37.67 per share under the 2006 Plan.  The restricted stock grant vests 20% per year over a five-year period on each anniversary of the grant date.  Compensation expense is recognized over the five-year vesting period based on the $37.67 price per share on the grant date.  In conjunction with the separation of our former CEO in September 2011, the remaining unvested 8,000 shares previously issued to him became immediately vested and were expensed in selling, general and administrative expenses. 

During the year ended September 30, 2012, we recorded compensation expense of $0.7 million related to restricted stock grants.  We recorded compensation expense of $0.8 million and $0.8 million related to restricted stock grants for the years ended September 30, 2011 and 2010, respectively. 

Restricted Stock Units 

49 


In October 2006, October 20072009 and October 2008,2010, we granted approximately 107,000, 34,30034,700 and 32,90034,566 restricted stock units (“RSU”s)(RSUs), respectively, with a fair value of $31.86, $37.89$38.36 and $40.81$30.79 per share,unit, respectively, to certain officers and key employees.employees of the Company.  An additional 4,482 RSUs were granted in October 2010, with a fair value of $32.12.  The RSUs vest over a three-year period from their date of issuance. The fair value of the RSUs was based on the closing price of our common stock as reported on the NASDAQ Global Market (“NASDAQ”)(NASDAQ) on the grant dates. TheSixty-percent of the actual amount of the RSUs earned will be based on the cumulative earnings per share as reported relative to established goals for the three-year performance cyclescycle which began October 1 of the year granted, and ranges from 0% to 150% of the target RSUs granted.  The remaining forty-percent of the RSUs are time-based and vest over a three-year period.  At September 30, 2009,2012, there were approximately 94,60099,725 RSUs outstanding with a vesting period of three years.outstanding. The RSUs do not have voting rights of common stock, and the shares of common stock underlying the RSUs are not considered issued and outstanding until actually issued.

During the first quarter of fiscal 2012, we granted 32,894 performance-based RSUs with a fair value of $31.18 per unit to certain officers and key employees of the Company.  The RSUs vest over a three-year period from their date of issuance, and are earned over a three-year performance cycle. 

During the first quarter of fiscal 2012, we also granted 21,931 time-based RSUs with a fair value of $31.18 per unit to certain officers and key employees of the Company.  The RSUs vest over a three-year period from their date of issuance, and are time-based.  

RSU activity (number of shares) for us was as follows: 

 

 

 

 

  

  

  

 

 

Number of 

Restricted 

Stock 

Units

Weighted 

Average 

Grant Date 

Fair Value 

Per Share

 

 

 

Outstanding at September 30, 2009

94,589 

 $  36.04

Granted

34,688 

  38.36

Expired or cancelled

    —

    —

Vested/exercised

(41,823)

  31.86

Outstanding at September 30, 2010

87,454 

  38.96

Granted

39,048 

  30.94

Expired or cancelled

    —

  —

Vested/exercised

(57,124)

  36.94

Outstanding at September 30, 2011

69,378 

      36.10

Granted

54,825 

  31.18

Expired or cancelled

(24,478)

  38.71

Vested/exercised

    —

  —

Outstanding at September 30, 2012

99,725 

$ 32.69

We recorded compensation expense of approximately $1.7$1.5 million and $2.3$1.3 million related to RSUs for the years ended September 30, 20092012 and 2008,2010, respectively.  For the year ended September 30, 2007, no2011, we recorded a credit to compensation expense was recognizedof $1.4 million related to the RSUs,  as the required performance targetsestimated earnings per share goals were not met.

met for the three-year cumulative performance cycle for all RSU awards currently outstanding.   

Stock Options 

The 1992 Stock Option Plan, as amended (the “1992 Plan”)1992 Plan), permits us to grant to key employees non-qualified options and stock grants, subject to certain conditions and restrictions as determined by the Compensation Committee of the Board of Directors and proportionate adjustments in the event of stock dividends, stock splits and similar corporate transactions. At the April 15, 2005 Annual Meeting, stockholders approved an amendment toThe maximum number of shares that may be issued under the 1992 Plan to increase the number of shares available for issuance under the plan from 2.1 million shares tois 2.7 million shares. Stock options are granted at an exercise price equal to the fair market value of the common stock on the date of the grant. Generally, options granted have an expiration date of seven years from the grant date and vest in increments of 20% per year over a five-year period. Pursuant to the 1992 Plan, option holders who exercise their options and hold the underlying shares of common stock for five years, vest in a stock grant equal to 20% of the original option shares. While restricted until the expiration of five years, the stock grant is considered issued at the date of the stock option exercise and is included in earnings per share.  During fiscal years 2012 and 2010, 3,740 shares and 12,380 shares, respectively, of restricted stock were issued to option holders who met specified requirements under the 1992 Plan. There were 0.5 millionno restricted stock grants under the 1992 Plan during fiscal year 2011.  There have been no stock options granted since July 2005, and all outstanding options under the 1992 Plan were exercised or forfeited as of September 30, 2012. There were 466,392 shares available to be granted under this plan as of September 30, 2009. There were no restricted stock grants under the 1992 Plan during fiscal years 2009, 2008 and 2007.


42

2012.


M.  Business Segments

50 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock option activity (number

Table of shares) for us was as follows:

                 
        Remaining
    
     Weighted
  Weighted
    
     Average
  Average
  Aggregate
 
  Stock
  Exercise
  Contractual
  Intrinsic
 
  Options  Price  Term (Years)  Value 
           (In thousands) 
 
Outstanding at September 30, 2006  732,770   17.37         
Granted              
Exercised  (193,520)  17.13         
Forfeited  (33,800)  17.63         
                 
Outstanding at September 30, 2007  505,450   17.44         
Granted              
Exercised  (235,350)  17.79         
Forfeited  (2,800)  17.85         
                 
Outstanding at September 30, 2008  267,300   17.14         
Granted              
Exercised  (29,950)  17.15         
Forfeited              
                 
Outstanding at September 30, 2009  237,350   17.14   2.21  $4,068 
                 
Exercisable at September 30, 2009  198,350   16.88   2.05  $3,348 
                 
The following table summarizes information about stock options outstanding as of September 30, 2009:
                     
Outstanding  Exercisable 
     Weighted
  Weighted
     Weighted
 
  Number
  Average
  Average
  Number
  Average
 
Range of
 Outstanding at
  Remaining
  Exercise
  Exercisable at
  Exercise
 
Exercise Prices 09/30/09  Contractual Life  Price  09/30/09  Price 
 
$13.06 - 15.10  91,400   1.0  $15.10   91,400  $15.10 
16.30 - 18.44  145,950   3.0   18.41   106,950   18.40 
                     
Total Options  237,350   2.2   17.14   198,350   16.88 
                     


43


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
E.  Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
             
  Year Ended September 30, 
  2009  2008  2007 
 
Numerator:
            
Net income $39,717  $25,847  $9,913 
             
Denominator:
            
Denominator for basic earnings per share-weighted average shares  11,424   11,265   11,045 
Dilutive effect of stock options, restricted stock and restricted stock units  167   187   188 
             
Denominator for diluted earnings per share-adjusted weighted average shares with assumed conversions  11,591   11,452   11,233 
             
Net earnings per share:
            
Basic $3.48  $2.29  $0.90 
             
Diluted $3.43  $2.26  $0.88 
             
For the years ended September 30, 2009, 2008 and 2007, there were no options to purchase shares excluded from the computation of diluted earnings per share because the options’ exercise prices were less than the average market price of our common stock.
F.  Detail of Selected Balance Sheet Accounts
Allowance for Doubtful Accounts
Activity in our allowance for doubtful accounts receivable consisted of the following (in thousands):
         
  September 30, 
  2009  2008 
 
Balance at beginning of period $1,180  $1,739 
Accrued bad debt expense  959   637 
Deductions for uncollectible accounts written off, net of recoveries  (631)  (1,163)
(Decrease) increase due to foreign currency translation  99   (33)
         
Balance at end of period $1,607  $1,180 
         
Warranty Accrual
Activity in our product warranty accrual consisted of the following (in thousands):
         
  September 30, 
  2009  2008 
 
Balance at beginning of period $6,793  $5,787 
Accrued warranty expense  5,124   3,946 
Deductions for warranty charges  (4,008)  (2,746)
Decrease due to foreign currency translation  (351)  (194)
         
Balance at end of period $7,558  $6,793 
         


44


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Inventories
The components of inventories are summarized below (in thousands):
         
  September 30, 
  2009  2008 
 
Raw materials, parts and subassemblies $37,655  $57,742 
Work-in-progress  8,597   14,937 
         
Total inventories $46,252  $72,679 
         
Cost and Estimated Earnings on Uncompleted Contracts
The components of costs and estimated earnings and related amounts billed on uncompleted contracts are summarized below (in thousands):
         
  September 30, 
  2009  2008 
 
Costs incurred on uncompleted contracts $552,805  $513,549 
Estimated earnings  136,603   120,571 
         
   689,408   634,120 
Less: Billings to date  687,845   590,882 
         
Net underbilled position $1,563  $43,238 
         
Included in the accompanying balance sheets under the following captions:        
Costs and estimated earnings in excess of billings on uncompleted contracts $46,335  $82,574 
Billings in excess of costs and estimated earnings on uncompleted contracts  (44,772)  (39,336)
         
Net underbilled position $1,563  $43,238 
         
Property, Plant and Equipment
Property, plant and equipment are summarized below (in thousands):
             
  September 30,  Range of
 
  2009  2008  Asset Lives 
 
Land $7,268  $7,628    
Buildings and improvements  51,056   49,500   3 - 39 Years 
Machinery and equipment  51,977   51,037   3 - 15 Years 
Furniture and fixtures  3,050   2,992   3 - 10 Years 
Construction in process  3,771   508    
             
   117,122   111,665     
Less: Accumulated depreciation  (56,086)  (50,119)    
             
Total property, plant and equipment, net $61,036  $61,546     
             
Included in property and equipment are assets under capital lease of approximately $246,000 and $246,000 at September 30, 2009 and 2008, with related accumulated depreciation of approximately $246,000 and $225,000, respectively. Depreciation expense, including the depreciation of capital leases, was approximately $7.5 million, $8.1 million and $7.7 million for fiscal years 2009, 2008 and 2007, respectively.


45


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
G.  Employee Benefit Plans
401(k) Plan
We have a defined employee contribution 401(k) plan for substantially all of our employees. We match 100% of employee contributions up to an employee contribution of 4% of each employee’s salary. We recognized expenses of $3.0 million, $2.2 million and $1.7 million in fiscal years 2009, 2008 and 2007, respectively, under this plan primarily related to matching contributions.
Employee Stock Ownership Plan
We have an employee stock ownership plan (“ESOP”) which initially purchased 793,525 shares of the Company’s common stock from a major stockholder. The funding for this plan was provided through a loan from the Company of $4.5 million in 1992. This loan has been repaid by the ESOP as of September 30, 2009. Previously, payments were made over a20-year period of $424,000 per year, including interest at 7%. We recorded deferred compensation as a contra-equity account for the amount loaned to the ESOP in the accompanying Consolidated Balance Sheets. We were required to make annual contributions to the ESOP to enable it to repay its loan to us. The amount in the deferred compensation account was amortized as compensation expense over 20 years as employees earned their shares for services rendered. Compensation expense for fiscal years 2009, 2008 and 2007 was approximately $158,000, $387,000 and $361,000, respectively, and interest income for fiscal years 2009, 2008 and 2007 was approximately $12,000, $38,000 and $63,000, respectively. The receivable from the ESOP was recorded as a reduction of stockholders’ equity, and the allocated and unallocated shares of the ESOP are treated as outstanding common stock in the computation of earnings per share. The Company has no current plans to contribute additional shares to the ESOP.
Deferred Compensation
We offer an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. The plan permits the deferral of up to 50% of a participant’s base salaryand/or 100% of a participant’s annual incentive bonus. The deferrals are held in a separate trust, which has been established to administer the plan. The assets of the trust are subject to the claims of our creditors in the event that we become insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (a “Rabbi Trust”). The assets and liabilities of the plan are recorded in other assets and deferred compensation in the accompanying Consolidated Balance Sheets, respectively. Changes in the deferred compensation balance are charged to compensation expense. The plan is not qualified under Section 401 of the Internal Revenue code. There was no compensation expense related to this plan in fiscal year 2009. Total assets held by the trustee and deferred compensation liabilities were $1.3 million at September 30, 2009.
Certain executives were provided an executive benefit plan which provides for fixed payments upon normal retirement on or after age 65 and the completion of at least 10 years of continuous employment. The estimated present value of these payments were accrued over the service life of these individuals, and $1.4 million is recorded in deferred compensation in the accompanying Consolidated Balance Sheets related to this executive benefit plan. To assist in funding the deferred compensation liability, we have invested in corporate-owned life insurance policies. The cash surrender value of these policies is presented in other assets in the accompanying Consolidated Balance Sheets. The cash surrender value of life insurance policies was $3.7 million at September 30, 2009.
Retiree Medical Plan
We have a plan to extend to retirees health benefits which are available to active employees under our existing health plans. This plan is unfunded. The plan provides coverage for employees with at least 10 years of service, age 55 or older but less than 65, who retire on or after January 1, 2000. The retiree is required to pay the COBRA rate less a subsidy provided by us based on years of service at the time of retirement.


46


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For the year ended September 30, 2009, the measurement of postretirement benefit expense was based on assumptions used to value the postretirement benefit liability as of October 1, 2008, our measurement date.
Effective September 30, 2007, we adopted new accounting guidance which requires the recognition of actuarial gains or losses, prior service costs or credits and transition assets or obligations in pension obligations and accumulated other comprehensive income that had previously been deferred.
Amounts recognized in accumulated other comprehensive income as of September 30, 2009, consisted of the following on a pretax basis (in thousands):
     
Net actuarial gain $(1,067)
Prior service cost  282 
     
Total recognized in accumulated other comprehensive income $(785)
     
Amounts in accumulated other comprehensive income as of September 30, 2009, expected to be recognized as components of net periodic postretirement benefit cost in 2010 were as follows (in thousands):
     
Net actuarial gain $(85)
Prior service cost  116 
     
Total $31 
     
The following table illustrates the changes in accumulated postretirement benefit obligation, changes in fair value of assets and the funded status of the postretirement benefit plan (in thousands):
         
  September 30, 
  2009  2008 
 
Changes in postretirement benefit obligation:        
Balance at beginning of year $807  $942 
Service cost  60   52 
Interest cost  59   49 
Actuarial loss (gain)  (147)  (234)
Benefits paid  (38)  (2)
         
Balance at end of year $741  $807 
         
Change in plan assets:        
Fair value of assets at beginning of year $  $ 
Employer contributions  38   2 
Benefits paid  (38)  (2)
         
Fair value of assets at end of year $  $ 
         
Reconciliation of funded status:        
Unfunded liability $(741) $(807)
Unrecognized prior service cost  282   398 
Unrecognized net actuarial gain  (1,067)  (996)
         
Net liability recognized $(1,526) $(1,405)
         


47


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
         
  2009  2008 
 
Weighted-average assumptions used to determine benefit obligations at September 30:        
Discount rate pre-retirement  0.00%  0.00%
Discount rate post-retirement  5.45   7.45 
Current year trend rate  9.00   9.00 
Ultimate trend rate  5.00   5.00 
Year ultimate trend rate reached  2012   2011 
If the medical care cost trend rate assumptions were increased or decreased by 1% as of September 30, 2009, the effect of this change on the accumulated postretirement benefit obligation and service and interest costs would be an increase of approximately $55,000 and $10,000 or a decrease of approximately $49,000 and $9,000, respectively.
             
  Year Ended September 30, 
  2009  2008  2007 
 
Components of net periodic postretirement benefit cost:            
Service cost $60  $52  $53 
Interest cost  59   49   50 
Prior service cost  115   115   106 
Net gain recognized  (75)  (79)  (71)
             
Net periodic postretirement benefit cost $159  $137  $138 
             
         
  2009  2008 
 
Weighted-average assumptions used to determine benefit costs at September 30:        
Discount rate pre-retirement  0.00%  0.00%
Discount rate post-retirement  7.45   6.24 
Current year trend rate  9.00   9.00 
Ultimate trend rate  5.00   5.00 
Year ultimate trend rate reached  2011   2010 
Future expected benefit payments as of September 30, 2009, related to postretirement benefits for the subsequent five years were as follows (in thousands):
     
  Expected
 
  Benefit
 
Year Ending September 30,
 Payments 
 
2010 $33 
2011  46 
2012  49 
2013  58 
2014  59 
2015 through 2019  434 

48


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
H.  Long-Term Debt
Long-term debt consisted of the following (in thousands):
         
  September 30, 
  2009  2008 
 
US Revolver $  $19,000 
UK Revolver     2,726 
UK Term Loan     4,907 
Deferred acquisition payable  4,292   9,512 
Industrial development revenue bonds  5,200   5,600 
Capital lease obligations     13 
         
Subtotal long-term debt and capital lease obligations  9,492   41,758 
Less current portion  (4,692)  (7,814)
         
Total long-term debt and capital lease obligations $4,800  $33,944 
         
The annual maturities of long-term debt as of September 30, 2009, were as follows (in thousands):
     
  Long-Term
 
  Debt
 
Year Ending September 30,
 Maturities 
 
2010 $4,692 
2011  400 
2012  400 
2013  400 
2014  400 
Thereafter  3,200 
     
Total long-term debt maturities $9,492 
     
US and UK Revolvers
In December 2007 and 2008, we amended our existing credit agreement (“Amended Credit Agreement”) with a major domestic bank and certain other financial institutions. This amendment to our credit facility was made to expand our US borrowing capacity to provide additional working capital support for the Company. The Amended Credit Agreement continues to provide for a 1) $58.5 million revolving credit facility (“US Revolver”); 2) £4.0 million (pound sterling) (approximately $6.4 million) revolving credit facility (“UK Revolver”) and 3) £6.0 million (approximately $9.6 million) single advance term loan (“UK Term Loan”). The UK Term Loan was repaid in September 2009 and may not be reborrowed (see below). Expenses associated with the issuance of the original credit agreement are classified as deferred loan costs, totaled $576,000 and are being amortized as a non-cash charge to interest expense. Obligations are collateralized by the stock of our subsidiaries.
The interest rate for amounts outstanding under the Amended Credit Agreement for the US Revolver is a floating rate based upon the higher of the Federal Funds Rate plus 0.5%, or the bank’s prime rate. Once the applicable rate is determined, a margin ranging from -0.5% to 0.5%, as determined by our consolidated leverage ratio, is added to the applicable rate. The interest rate for amounts outstanding under the Amended Credit Agreement for the UK Revolver is a floating rate based upon the LIBOR plus a margin which can range from 1.25% to 2.25%, as determined by our consolidated leverage ratio as defined within the Amended Credit Agreement.
The US Revolver and the UK Revolver provide for the issuance of letters of credit which would reduce the amounts which may be borrowed under the respective revolvers. The amount available under the US Revolver is


49


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
reduced by $12.6 million for our outstanding letters of credit at September 30, 2009. There were no letters of credit outstanding under the UK Revolver.
There were no borrowings outstanding under the US Revolver or the UK Revolver as of September 30, 2009. Amounts available under the US Revolver and the UK Revolver were approximately $45.9 million and $6.4 million, respectively, at September 30, 2009. The US Revolver and the UK Revolver expire on December 31, 2012.
The Amended Credit Agreement contains certain covenants and restricts our ability to pay dividends. It contains financial covenants defining various financial measures and the levels of these measures with which we must comply, as well as a “material adverse change” clause. A “material adverse change” is defined as a material change in the operations, business, properties, liabilities or condition (financial or otherwise) of us or a material impairment of the ability of us to perform our obligations under our debt agreements.
The Amended Credit Agreement’s principal financial covenants include:
Minimum Tangible Net Worth — The Amended Credit Agreement requires consolidated tangible net worth (stockholders’ equity, less intangible assets) as of the end of each quarter to be greater than the sum of $172,500,000, plus an amount equal to 50% of our consolidated net income for each fiscal quarter, plus an amount equal to 100% of the aggregate increase in stockholders’ equity by reason of the issuance and sale of any equity interests.
Minimum Fixed Charge Coverage Ratio — The Amended Credit Agreement requires that the consolidated fixed charge coverage ratio be greater than 1.25 to 1.00. The consolidated fixed charge calculation is income before interest and income taxes, increased by depreciation and amortization expense (EBITDA) and reduced by income taxes and capital expenditures for the previous 12 months, divided by the sum of payments on long-term debt, excluding the US Revolver and the UK Revolver and interest expense, during the previous 12 months.
Maximum Leverage Ratio — The Amended Credit Agreement requires that the ratio be less than 2.75 to 1.00 for the quarter ended September 30, 2009, and thereafter. The maximum leverage ratio is the sum of total long-term debt and outstanding letters of credit, less industrial development revenue bonds, divided by the EBITDA for the previous 12 months.
The Amended Credit Agreement is collateralized by a pledge of 100% of the voting capital stock of each of our domestic subsidiaries and 66% of the voting capital stock of each non-domestic subsidiary of ours. The Amended Credit Agreement provides for customary events of default and carries cross-default provisions with our existing subordinated debt. If an event of default (as defined in the Amended Credit Agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the Amended Credit Agreement, amounts outstanding under the Amended Credit Agreement may be accelerated and may become or be declared immediately due and payable. As of September 30, 2009, we were in compliance with all of the financial covenants of the Amended Credit Agreement.
UK Term Loan
The UK Term Loan provided £6.0 million, or approximately $9.6 million, for financing the acquisition of Switchgear & Instrumentation Limited. Approximately £5.0 million, or approximately $8.0 million, of this facility was used to finance the portion of the purchase price of Switchgear & Instrumentation Limited that was denominated in pounds sterling. The remaining £1.0 million, or approximately $1.6 million, was utilized as the initial working capital for the surviving business of Switchgear & Instrumentation Limited that we operate (referred to as “S&I”). Quarterly installments of £300,000, or approximately $478,000, began March 31, 2006, with the final payment due on December 31, 2010. The UK Term Loan was repaid in September 2009 and may not be reborrowed. The interest rate for amounts outstanding under the UK Term Loan is a floating rate based upon LIBOR plus a margin which can range from 1.25% to 2.25% as determined by our consolidated leverage ratio as defined within the Amended Credit Agreement.


50


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Acquisition Payable
In connection with the acquisition of the Power/Vac® product line, $8.5 million of the total purchase price of $32.0 million was paid to General Electric Company at closing on August 7, 2006. The remaining balance of the purchase price of $23.5 million is payable in four installments every 10 months over the next 40 months following the acquisition date. The remaining deferred installments result in a discounted deferred acquisition payable of approximately $4.3 million at September 30, 2009, based on an assumed discount rate of 6.6%. The entire balance of this deferred acquisition payable is classified as current and is included in the current portion of long-term debt as this payment is due in December 2009.
Industrial Development Revenue Bonds
We borrowed $8.0 million in October 2001 through a loan agreement funded with proceeds from tax-exempt industrial development revenue bonds (“Bonds”). These Bonds were issued by the Illinois Development Finance Authority and were used for the completion of our Northlake, Illinois facility. Pursuant to the Bond issuance, a reimbursement agreement between us and a major domestic bank required an issuance by the bank of an irrevocable direct-pay letter of credit (“Bond LC”) to the Bonds’ trustee to guarantee payment of the Bonds’ principal and interest when due. The Bond LC is subject to both early termination and extension provisions customary to such agreements, as well as various covenants, for which we are in compliance. While the Bonds mature in 2021, the reimbursement agreement requires annual redemptions of $400,000 that commenced on October 25, 2002. A sinking fund is used for the redemption of the Bonds. At September 30, 2009, the balance in the restricted sinking fund was approximately $434,000 and was recorded in cash and cash equivalents. The Bonds bear interest at a floating rate determined weekly by the Bonds’ remarketing agent, which was the underwriter for the Bonds and is an affiliate of the bank. This interest rate was 0.6% per year on September 30, 2009.
I.  Income Taxes
The net deferred income tax asset (liability) was comprised of the following (in thousands):
         
  September 30, 
  2009  2008 
 
Current deferred income taxes:        
Gross assets $9,457  $8,505 
Gross liabilities  (6,154)  (6,987)
         
Net current deferred income tax asset  3,303   1,518 
         
Noncurrent deferred income taxes:        
Gross assets  3,894   3,600 
Gross liabilities  (2,703)  (2,071)
         
Net noncurrent deferred income tax asset  1,191   1,529 
         
Net deferred income tax asset $4,494  $3,047 
         
At September 30, 2009 and 2008, the noncurrent deferred income tax asset was included in other assets on the Consolidated Balance Sheets.


51


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effect of temporary differences between GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows (in thousands):
         
  September 30, 
  2009  2008 
 
Allowance for doubtful accounts $40  $330 
Workers’ compensation  388   340 
Stock-based compensation  458   340 
Reserve for accrued employee benefits  2,431   1,972 
Warranty accrual  2,900   2,692 
Uncompleted long-term contracts  (6,155)  (6,987)
Depreciation and amortization  (627)  (143)
Deferred compensation  1,062   1,341 
Postretirement benefits liability  396   201 
Accrued legal  93   65 
Uniform capitalization and inventory  3,495   3,212 
Software development costs  (488)  (483)
Other  501   167 
         
Net deferred income tax asset $4,494  $3,047 
         
Income before interest, income taxes and minority interest was as follows (in thousands):
             
  Year Ended September 30, 
  2009  2008  2007 
 
U.S.  $56,115  $35,089  $11,329 
Other than U.S.   4,544   4,779   4,073 
             
Income from continuing operations before provision for income taxes $60,659  $39,868  $15,402 
             
The components of the income tax provision were as follows (in thousands):
             
  Year Ended September 30, 
  2009  2008  2007 
 
Current:            
Federal $18,028  $10,487  $3,904 
State  2,910   1,628   641 
Foreign  1,146   1,601   1,626 
Deferred  (1,350)  356   (703)
             
Total income tax provision $20,734  $14,072  $5,468 
             


52


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A reconciliation of the statutory U.S. income tax rate and the effective income tax rate, as computed on earnings before income tax provision in each of the three years presented in the Consolidated Statements of Operations, was as follows:
             
  Year Ended September 30, 
  2009  2008  2007 
 
Statutory rate  35%  35%  35%
State income taxes, net of federal benefit  3   3   3 
International withholding tax  (1)      
Other permanent tax items     (1)  (2)
Foreign rate differential  (1)  (1)  (1)
Domestic production activities deduction  (2)  (1)   
             
Effective rate  34%  35%  35%
             
Our provision for income taxes reflects an effective tax rate on earnings before income taxes of 34% in fiscal year 2009 compared to 35% in both fiscal years 2008 and 2007, respectively. The decrease in the effective tax rate resulted from an agreement reached with the taxing authorities in the United Kingdom related to foreign tax credits from previous years.
We have not recorded deferred income taxes on the undistributed earnings of our foreign subsidiaries because of management’s intent to indefinitely reinvest such earnings. Upon distribution of these earnings in the form of dividends or otherwise, we may be subject to U.S. income taxes and foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these earnings.
In the first quarter of fiscal year 2008, we adopted accounting guidance on the accounting for uncertainty in income taxes. Upon adoption of the guidance, we recorded a $0.3 million increase in our tax reserves, an offsetting decrease of $0.2 million to retained earnings for uncertain tax positions and an increase in deferred income tax assets of $0.1 million. As of the adoption date, we had total tax reserves of approximately $1.2 million. This reserve includes an estimate of potential interest and penalties on estimated liabilities for uncertain tax positions, which were recorded as components of income tax expense, in the amount of $135,000 as of September 30, 2009. A reconciliation of the beginning and ending amount of the unrecognized tax benefits follows (in thousands):
     
Balance as of September 30, 2008 $997 
Increases related to tax positions taken during a prior period  229 
Decreases related to expectations of statute of limitations  (638)
     
Balance as of September 30, 2009 $588 
     
Our continuing policy is to recognize interest and penalties related to income tax matters as tax expense. The amount of interest and penalty expense recorded for the year ended September 30, 2009, was not material.
There was no material change in the net amount of unrecognized tax benefits in the year ended September 30, 2009. Management believes that it is reasonably possible that within the next 12 months, the total unrecognized tax benefits will decrease by approximately 13% due to the expiration of certain statutes of limitations in various state and local jurisdictions.
We are subject to income tax in the United States, multiple state jurisdictions and a few international jurisdictions, primarily the United Kingdom. For United States federal income tax purposes, all years prior to 2007 are closed. The Internal Revenue Service (“IRS”) recently completed an examination of the returns for the 2005 and 2006 tax years. No material adjustments were identified during the examination. We do not consider any state in which we do business to be a major tax jurisdiction. We remain open to examination in the United Kingdom for tax


53


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
years 2006 to present. We recently reached an agreement with the taxing authorities in the United Kingdom resulting in a reduction in tax expense of approximately $568,000 related to foreign tax credits from previous years.
Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income tax in the period such resolution occurs. Although timing of the resolutionand/or closure of audits is highly uncertain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially change in the next 12 months.
J.  Goodwill and Other Intangible Assets
Our intangible assets consist of (1) goodwill which is not being amortized and (2) patents, trademarks, tradenames, non-compete agreements, a supply agreement and purchased technologies which are amortized over their estimated useful lives. Goodwill and other intangible assets with indefinite useful lives are no longer subject to amortization. We test for impairment of goodwill annually, or immediately if conditions indicate that impairment could exist. Intangible assets with definite useful lives continue to be amortized over their estimated useful lives. No impairment was identified as a result of performing our annual impairment test for fiscal years 2009, 2008 or 2007.
A summary of goodwill, intangible and other assets follows (in thousands):
                 
  September 30, 2009  September 30, 2008 
  Historical
  Accumulated
  Historical
  Accumulated
 
  Cost  Amortization  Cost  Amortization 
 
Goodwill not subject to amortization $1,265  $181  $1,265  $181 
Intangible assets subject to amortization:                
Supply agreement — Power/Vac®
  17,580   3,709   17,580   2,538 
Non-compete agreements  4,170   2,643   4,170   1,809 
Patents and Trademarks  804   804   804   774 
Tradenames and unpatented technology  11,444   5,537   11,938   4,358 
Deferred loan costs  829   649   809   620 
                 
  $36,092  $13,523  $36,566  $10,280 
                 
Estimated amortization expense for each of the five subsequent fiscal years is expected to be (in thousands):
     
Years Ending September 30,
 Total 
 
2010 $3,555 
2011  3,399 
2012  2,262 
2013  1,474 
2014  1,474 


54


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
K.  Commitments and Contingencies
Long-Term Debt
See Note H herein for discussion of our long-term debt.
Leases
We lease certain offices, facilities and equipment under operating leases expiring at various dates through 2014. At September 30, 2009, the minimum annual rental commitments under leases having terms in excess of one year were as follows (in thousands):
     
  Operating
 
Years Ending September 30,
 Leases 
 
2010 $2,982 
2011  2,806 
2012  2,550 
2013  1,539 
2014  680 
Thereafter   
     
Total lease commitments $10,557 
     
Lease expense for all operating leases was $3.1 million, $2.7 million and $2.4 million for fiscal years 2009, 2008 and 2007, respectively.
Letters of Credit and Bonds
Certain customers require us to post bank letter of credit guarantees or performance bonds issued by a surety. These guarantees and performance bonds assure our customers that we will perform under the terms of our contract and with associated vendors and subcontractors. In the event of default, the customer may demand payment from the bank under a letter of credit or performance by the surety under a performance bond. To date, there have been no significant expenses related to either for the periods reported. We were contingently liable for secured and unsecured letters of credit of $12.6 million as of September 30, 2009, under our Amended Credit Agreement. We also had performance and maintenance bonds totaling approximately $182.8 million that were outstanding, with additional bonding capacity of approximately $117.2 million available, at September 30, 2009.
In March 2007, we renewed and amended our facility agreement (“Facility Agreement”) between S&I and a large international bank. The Facility Agreement provides S&I with (1) £10.0 million in bonds (approximately $15.9 million); (2) £2.5 million of forward exchange contracts and currency options (approximately $4.0 million) and (3) the ability to issue bonds and enter into forward exchange contracts and currency options. At September 30, 2009, we had outstanding a total of £3.1 million, or approximately $4.9 million, of obligations under this Facility Agreement.
The Facility Agreement is secured by a guarantee from Powell. The Facility Agreement’s principal financial covenants are the same as those discussed in Note H for the Amended Credit Facility. The Facility Agreement provides for customary events of default and carries cross-default provisions with our Amended Credit Facility. If an event of default (as defined in the Facility Agreement) occurs and is continuing, on the terms and subject to the conditions set forth in the Facility Agreement, obligations outstanding under the Facility Agreement may be accelerated and may become or be declared immediately due and payable.


55


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Litigation
We are involved in various legal proceedings, claims and other disputes arising in the ordinary course of business which, in general, are subject to uncertainties and the outcomes are not predictable. We do not believe that the ultimate conclusion of these disputes could materially affect our financial position or results of operations.
Other Contingencies
We previously entered into a construction joint venture agreement to supply, install and commission a Supervisory Control and Data Acquisition System (“SCADA”) to monitor and control the distribution and delivery of fresh water to the City and County of San Francisco Public Utility Commission (“Commission”). The project was substantially completed and has been performing to the satisfaction of the Commission. However, various factors outside of our control and the control of our joint venture partner caused numerous changes and additions to the work that in turn delayed the completion of the project. The Commission withheld liquidated damages and earned contract payments from the joint venture. We made claims against the Commission for various matters, including compensation for extra work and delay to the project.
The joint venture, of which we are the managing partner, and the Commission reached an agreement through mediation in April 2009. The settlement required the Commission to pay the joint venture $5.9 million, of which $2.5 million was previously paid in December 2008, resulting from the previously issued jury verdict in our favor. An additional payment of $2.5 million was received in May 2009, and the final payment of $0.9 million was received in July 2009. This settlement resulted in an increase in revenue of approximately $3.5 million, reduced by legal and other expenses of approximately $0.7 million during fiscal 2009.
L.  Derivative Instruments and Hedging Strategies
We operate in various countries and have a significant operation in the United Kingdom. These international operations expose us to market risk associated with foreign currency exchange rate fluctuations. We have entered into certain forward contracts to hedge the risk of foreign currency rate fluctuations. To the extent we choose to manage volatility associated with the net exposures, we enter into various financial transactions which we account for using the applicable accounting guidance for derivative instruments and hedging activities. Our objective is to hedge the variability in forecasted cash flow due to the foreign currency risk (U.S. Dollar/British Pound Sterling exchange rate) associated with certain contracted sales. As of September 30, 2009, we held only derivatives that were designated as cash flow hedges.
In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a cash flow hedge by documenting the relationship between the derivative and the hedged item. The documentation includes a description of the hedging instrument, the hedge item, the risk being hedged, our risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an on-going basis. We assess the on-going effectiveness of our hedges in accordance with the Cumulative Dollar-Offset Approach,and measure and record hedge ineffectiveness at the end of each fiscal quarter, as necessary.
All derivatives are recognized on the Consolidated Balance Sheets at their fair value and classified based on the instrument’s maturity date. The total notional amount of outstanding derivatives as of September 30, 2009, was approximately $13.0 million.


56


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the fair value of derivative instruments included with the Consolidated Balance Sheets as of September 30, 2009:
             
  Asset Derivatives  Liability Derivatives 
    Fair
    Fair
 
  Balance 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 $752 
Foreign exchange forwards Deferred income taxes  164  Other liabilities   
             
Total derivatives   $164    $752 
             
The following table presents the amounts affecting the Consolidated Statements of Operations for the year ended September 30, 2009:
           
       Amount of Gain (Loss)
 
  Amount of Gain (Loss)
    Reclassified from
 
  Recognized in Other
    Accumulated Other
 
  Comprehensive Income
  Location of Gain (Loss)
 Comprehensive Income
 
  on Derivatives(1)  Reclassified from Accumulated
 into Income(1) 
  Year Ended
  Other Comprehensive
 Year Ended
 
Derivatives Designated
 September 30, 2009  
Income into Income
 September 30, 2009 
 
Derivatives designated as cash flow hedges:          
Foreign exchange forwards $(467) Other income (expense) $22 
           
Total designated cash flow hedges $(467)   $22 
           
(1)For the year ended September 30, 2009, we recorded in other (income) expense an immaterial amount of ineffectiveness from cash flow hedges.
Refer to Note C for a description of how the above financial instruments are valued in accordance with the fair value measurement accounting guidance for the year ended September 30, 2009.
Cash Flow Hedges
The purpose of our foreign currency hedging activities is to protect us from the risk that the eventual cash flows resulting from transactions that are currently denominated in British Pounds Sterling will be adversely affected by changes in exchange rates. We are currently hedging our exposure to the reduction in value of forecasted foreign currency cash flows through foreign currency forward agreements through August 15, 2011.
All changes in the fair value of outstanding cash flow hedge derivatives, except the ineffective portion, are recorded in accumulated other comprehensive income, until net income is affected by the variability of cash flows of the hedged transaction. In most cases, amounts recorded in accumulated other comprehensive income will be released to net income some time after the maturity of the related derivative. The Consolidated Statements of Operations’ classification of effective hedge results is the same as that of the underlying exposure. Results of hedges of revenue and product costs are recorded in revenue and costs of sales, respectively, when the underlying hedged transaction affects net income. Results of hedges of selling and administrative expense are recorded together with those costs when the related expense is recorded. In addition, any ineffective portion of the changes in the fair value of the derivatives designated as cash flow hedges are reported in the Consolidated Statements of Operations as the changes occur.


57


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of September 30, 2009, approximately $0.3 million of deferred net losses (net of tax) on outstanding derivatives recorded in accumulated other comprehensive income are expected to be reclassified to net income during the next 12 months as a result of underlying hedged transactions being recorded in net income. Actual amounts ultimately reclassified to net income are dependent on the exchange rates in effect when the derivative contracts that are currently outstanding mature. As of September 30, 2009, the maximum term over which we are hedging exposure to the variability of cash flows for our forecasted and recorded transactions is 23 months.
We formally assess both at a hedge’s inception and on an ongoing basis, whether the derivatives that are used in the hedging transaction have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. Effectiveness for cash flow hedges is assessed based on forward rates.
We discontinue hedge accounting prospectively when (1) we determine that the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (2) the derivative expires or is sold, terminated or exercised; (3) it is no longer probable that the forecasted transaction will occur or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate.
When we discontinue hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected period, the gain or loss on the derivative remains in accumulated other comprehensive income and is reclassified to net income when the forecasted transaction affects net income. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses that were accumulated in other comprehensive income will be recognized immediately in net income. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we will carry the derivative at its fair value on the balance sheet, recognizing future changes in the fair value in selling, general and administrative expense. For the year ended September 30, 2009, we recorded in selling, general and administrative expense an immaterial amount of ineffectiveness from cash flow hedges.
Credit Risk
We are exposed to credit-related losses in the event of non-performance by counterparties to hedging instruments. Recently, the ability of financial counterparties to perform under financial instruments has become less certain. We attempt to take into account the financial viability of counterparties in both valuing the instruments and determining their effectiveness as hedging instruments. If a counterparty was unable to perform, our ability to qualify for hedging certain transactions would be compromised and the realizable value of the financial instruments would be uncertain. As a result, our results of operations and cash flows would be impacted.
M.  Business Segments
We manage our business through operating subsidiaries,segments, which are comprised of two reportable business segments: Electrical Power Products and Process Control Systems. Electrical Power Products includes equipment and systems for the distribution and control of electrical energy.  Process Control Systems consists principally of instrumentation, computer controls, communications and data management systems to control and manage critical processes.

The tablestable below reflectreflects certain information relating to our operations by business segment. All revenues represent sales from unaffiliated customers. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies. Corporate expenses and certain assets are allocated to the operating business segments primarily based on revenues.  The corporate assets are mainly cash, cash equivalents and marketable securities.


58


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Detailed information regarding our business segments is shown below (in thousands):

 

 

 

 

 

Year Ended September 30,

 

2012

2011

2010

Revenues:

Electrical Power Products

$
686,581 
$
533,339 
$
517,069 

Process Control Systems

30,613 
29,058 
33,623 

Total

$
717,194 
$
562,397 
$
550,692 

 

 

 

 

Gross profit:

Electrical Power Products

$
132,458 
$
91,730 
$
129,780 

Process Control Systems

7,480 
8,200 
12,277 

Total

$
139,938 
$
99,930 
$
142,057 

 

 

 

 

Income before income taxes:

Electrical Power Products

$
48,055 
$
3,888 
$
41,378 

Process Control Systems

179 
109 
3,683 

Total

$
48,234 
$
3,997 
$
45,061 

 

 

 

 

Depreciation and amortization:

Electrical Power Products

$
13,010 
$
15,188 
$
13,453 

Process Control Systems

55 
162 
177 

Total

$
13,065 
$
15,350 
$
13,630 

 

 

 

 

             
  Year Ended September 30, 
  2009  2008  2007 
 
Revenues:        ��   
Electrical Power Products $637,845  $611,470  $541,584 
Process Control Systems  28,006   27,234   22,698 
             
Total $665,851  $638,704  $564,282 
             
Gross profit:            
Electrical Power Products $133,629  $118,171  $89,044 
Process Control Systems  11,420   8,235   6,547 
             
Total $145,049  $126,406  $95,591 
             
Income (loss) before income taxes and minority interest:            
Electrical Power Products $56,700  $38,241  $14,781 
Process Control Systems  3,959   1,627   621 
             
Total $60,659  $39,868  $15,402 
             
         
  September 30, 
  2009  2008 
 
Identifiable tangible assets:        
Electrical Power Products $258,012  $342,105 
Process Control Systems  6,863   8,734 
Corporate  117,398   20,507 
         
Total $382,273  $371,346 
         
In addition,

Income before income taxes includes a $1.2 million gain recorded in the second quarter of fiscal 2011 resulting from cash received from the sale of our 50% equity investment in Kazakhstan.  This gain was recorded in our Electrical Power Products business segment had approximately $1,084,000 and $1,084,000segment.  Income before taxes for fiscal 2011 includes an impairment charge of $7.2 million, which was recorded in the fourth quarter, to reflect the impairment for the value of the intangible assets that were recorded in relation to the acquisition of Powell Canada.  This loss was recorded in our Electrical Power Products business segment. 

Income before income taxes for fiscal 2010 includes an impairment charge of $7.5 million to reflect the impairment for the value of goodwill and $21,305,000 and $25,014,000that was recorded in relation to the acquisition of intangible and other assets asPowell Canada.  This loss was recorded in our Electrical Power Products business segment. 

51 


Geographic Information

Revenues are as follows (in thousands):

            
 Year Ended September 30, 

 

 2009 2008 2007 

Year Ended September 30,

2012

2011

2010

Europe (including former Soviet Union) $30,582  $50,807  $28,118 
$
24,857 
$
7,107 
$
25,174 
Far East  62,155   13,092   27,600 
14,865 
17,172 
24,998 
Middle East and Africa  28,405   55,960   58,879 
79,781 
46,304 
25,880 
North, Central and South America (excluding U.S.)  28,737   49,772   76,964 
184,935 
112,949 
81,506 
United States  515,972   469,073   372,721 
412,756 
378,865 
393,134 
       
Total revenues $665,851  $638,704  $564,282 
$
717,194 
$
562,397 
$
550,692 
       


59


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The United States is the only country that accounted for more than 10%58%, 67% and 71% of consolidated revenues in fiscal years 2009, 2008 or 2007.2012, 2011 and 2010, respectively.  During fiscal years 2012 and 2011, our operations in Canada accounted for 13% and 17% of revenues with customers, respectively.  During fiscal year 2012, one petrochemical project being shipped to Colombia accounted for 11% of revenues with customers.   

 

 

 

 

September 30,

 

2012

2011

Long-lived assets:

United States

$
60,012 
$
47,966 

United Kingdom

6,238 
6,409 

Canada

12,402 
5,262 

Total

$
78,652 
$
59,637 
         
  September 30, 
  2009  2008 
 
Long-lived assets:        
United States $53,503  $52,943 
United Kingdom  7,481   8,563 
Other  52   40 
         
Total $61,036  $61,546 
         

Long-lived assets consist of property, plant and equipment net of accumulated depreciation.

N.  Quarterly Results of Operations (Unaudited) 

N.  

Quarterly Results of Operations (Unaudited)
The table below sets forth the unaudited consolidated operating results by fiscal quarter for the years ended September 30, 20092012 and 20082011 (in thousands, except per share data):

 

 

 

 

 

 

 

2012 Quarters

 

First

Second

Third

Fourth

2012

Revenues

$
157,456 
$
181,486 
$
194,093 
$
184,159 
$
717,194 

Gross profit

20,378 
34,237 
43,843 
41,480 
139,938 

Net income (loss)

(1,745)
7,411 
12,138 
11,853 
29,657 

Basic earnings (loss) per share

(0.15)
0.63 
1.03 
0.99 
2.50 

Diluted earnings (loss) per share

(0.15)
0.63 
1.02 
0.99 
2.49 

 

 

 

 

 

 

 

2011 Quarters

 

First

Second

Third

Fourth

2011

Revenues

$
124,674 
$
125,111 
$
141,369 
$
171,243 
$
562,397 

Gross profit

25,865 
24,877 
21,864 
27,324 
99,930 

Net income (loss)

2,432 
1,733 
73 
(6,953)
(2,715)

Basic earnings (loss) per share

0.21 
0.15 
0.01 
(0.59)
(0.23)

Diluted earnings (loss) per share

0.21 
0.15 
0.01 
(0.59)
(0.23)
                     
  2009 Quarters 
  First  Second  Third  Fourth  2009 
 
Revenues $170,489  $164,099  $165,942  $165,321  $665,851 
Gross profit  34,502   33,844   41,107   35,596   145,049 
Net income  7,853   8,852   13,138   9,874   39,717 
Basic earnings per share  0.69   0.78   1.15   0.86   3.48 
Diluted earnings per share  0.68   0.77   1.14   0.85   3.43 
                     
  2008 Quarters 
  First  Second  Third  Fourth  2008 
 
Revenues $147,121  $160,333  $164,123  $167,127  $638,704 
Gross profit  26,695   30,692   35,002   34,017   126,406 
Net income  3,586   6,029   7,893   8,339   25,847 
Basic earnings per share  0.32   0.54   0.70   0.73   2.29 
Diluted earnings per share  0.32   0.53   0.69   0.72   2.26 

The sum of the individual earnings per share amounts may not agree withyear-to-date earnings per share as each period’speriod��s computation is based on the weighted-average number of shares outstanding during the period.

O.  Subsequent Events
Subsequent events have been evaluated

Income before income taxes includes a $1.2 million gain recorded in the second quarter of fiscal 2011 resulting from cash received from the sale of our 50% equity investment in Kazakhstan.  Income before taxes for recognition and disclosure through December 9, 2009,fiscal 2011 includes an impairment charge of $7.2 million, which was recorded in the datefourth quarter, to reflect the impairment for the value of the filingintangible assets that were recorded in relation to the acquisition of this Annual Report onForm 10-K with the SEC.

On October 21, 2009, we announced that we have entered into a definitive asset purchase agreement and two related purchase agreements with PowerComm Inc., and its subsidiaries Redhill Systems Ltd., Nextron Corporation, PCG Technical Services Inc. and Concorde Metal Manufacturing Ltd., each an Alberta corporation, pursuant to which we propose to acquire the business and substantially all of the assets of PowerComm Inc. and its subsidiaries. The aggregate purchase price set forth in the agreements calls for an initial payment of $24.2 million ($25.5 million CAD) in cash and a potential subsequent payment of up to $7.6 million ($8.0 million CAD) in cash based on actual earnings before interest, taxes, depreciation and amortization (EBITDA) for the 12 months ending March 31, 2010. We will fund the aggregate purchase price from our existing cash and cash equivalents. We will


60

Powell Canada.


52 


POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Item 9.  Changes in and obligations under capital leases estimated to total approximately $21.4 million ($22.5 million CAD).

The transaction, which is subject to customary closing conditions, regulatory approvalsDisagreements with Accountants on Accounting and approval from PowerComm shareholders, is expected to close in December 2009. PowerComm is headquartered in Alberta, Canada,Financial Disclosure 

None.  

Item 9A.  Controls and listed on the Toronto Stock Exchange.

PowerComm has mailed the proxy and information circular to its shareholders for the meeting to be held on December 15, 2009, at which its shareholders will vote on the proposal to approve the transaction.


61

Procedures


Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the CommissionSEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”)(CEO) and Chief Financial Officer (“CFO”)(CFO), as appropriate, to allow timely decisions regarding required disclosures.

Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined inRules 13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended)Act) as of the end of the period covered by this report.  Based on such evaluation, our CEO and CFO have each concluded that as of the end of suchthe period, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRule 13a-15(f) under the Securities and Exchange Act of 1934.Act.  Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because  of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company has assessed the effectiveness of our internal control over financial reporting as of September 30, 2009.2012.  Management evaluated the effectiveness of internal control over financial reporting based on the criteria in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on management’s evaluation, management has concluded that internal control over financial reporting was effective at the reasonable assurance level as of September 30, 2009,2012, based on criteria in Internal Control Integrated Framework issued by the COSO.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their report on the effectiveness of our internal control over financial reporting as of September 30, 2009,2012, which appears in their report to the financial statements included herein.

Changes in Internal Control over Financial Reporting

There hashave been no changechanges in our internal control over financial reporting that occurred during the year ended September 30, 2009,last fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information
None.


62


Item 9B.  Other Information

None.  

53 


PART III
Item 10.Directors, Executive Officers and Corporate Governance

Item 10.  Directors, Executive Officers and CorporateGovernance

The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2009.

2012. 

We have adopted a Code of Business Conduct and Ethics that applies to all employees, including our executive officers and directors. A copy of our Code of Business Conduct and Ethics may be obtained at the Investor Relations section of our website,www.powellind.com, or by written request addressed to the Secretary, Powell Industries, Inc., 8550 Mosley Drive,  Houston,  Texas 77075. We will satisfy the requirements under Item 5.05 ofForm 8-K regarding disclosure of amendments to, or waivers from, provisions of our code of ethics that apply to the chief executive officer, chief financial officer or controller by posting such information on our website.

Item 11.Executive Compensation

Item 11.  Executive Compensation

The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2009.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2012. 

Item 12.  Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2009.

Item 13.Certain Relationships and Related Transactions, and Director Independence
2012. 

Item 13.  Certain Relationships and Related Transactions, and DirectorIndependence

The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2009.

Item 14.Principal Accountant Fees and Services
2012. 

Item 14.  Principal Accountant Fees and Services

The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2009.2012. 

54 


PART IV

Item 15.  Exhibits and Financial Statement Schedules

Item 15.

Exhibits and Financial Statement Schedules
1. Financial Statements.  Reference is made to the Index to Consolidated Financial Statements at Item 8 of this Annual Report.

2. Financial Statement Schedule.  All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes to the financial statements.


63


3. Exhibits.

3. Exhibits.
       
Number
   
Description of Exhibits
 
 2.4  Asset Purchase Agreement dated October 21, 2009 by and among, Powell PowerComm Inc. (as a Buyer) and PowerComm Inc., Redhill Systems Ltd., Nextron Corporation, PCG Technical Services Inc., and Concorde metal Manufacturing Ltd. (as Sellers) (filed as Exhibit 2.1 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 2.5  Purchase Agreement dated October 21, 2009 by and among Powell PowerComm KO Inc. (as a Buyer) and PowerComm Inc. (as a Seller) (filed as Exhibit 2.2 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 2.6  Purchase Agreement dated October 21, 2009 by and among Powell PowerComm Ventures Inc. (as a Buyer) and PowerComm Inc. (as a Seller) (filed as Exhibit 2.3 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 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  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  Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference).
 10.2  Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference).
 10.3  1992 Powell Industries, Inc. Stock Option Plan (filed as an exhibit to our preliminary proxy statement dated January 24, 1992, and incorporated herein by reference).
 10.4  Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated herein by reference).
 10.5  Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 2,100,000 to 2,700,000, which increase was approved by the stockholders of the Company at the 2005 Annual Meeting of Stockholders).
 10.6  Powell Industries, Inc. Directors’ Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference).
 10.7  Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.8  Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.9  Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.10  Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).
 10.11  Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).
 10.12  Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).
 10.13  Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco 3210 Limited and Switchgear & Instrumentation Properties Limited, and Bank of America and the other lenders parties thereto (filed as Exhibit 10.1 to our Form 8-K filed July 6, 2005, and incorporated herein by reference).
 10.14  First Amendment to Credit Agreement dated November 7, 2005 among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & 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).


64


       
Number
   
Description of Exhibits
 
 10.15  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).
 10.16  Third Amendment to Credit Agreement dated August 4, 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 10.3 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).
 10.17  Fourth Amendment to Credit Agreement dated December 7, 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 10.17 to our Transition report on Form 10-K for the fiscal year ended September 30, 2006, and incorporated herein by reference).
 10.18  Fifth Amendment to Credit Agreement, dated as of December 4, 2007, 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 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, and incorporated herein by reference).
 10.19  Sixth Amendment to Credit Agreement, dated as of December 14, 2007, 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 10.1 to our Form 8-K filed December 19, 2007, and incorporated herein by reference).
 10.20  Banking facilities between HSBC Bank plc and Switchgear & Instrumentation Limited and Switchgear & Instrumentation Properties Limited dated September 12, 2005 (filed as Exhibit 10.16 to ourForm 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).
 **10.21  Powell Supply Agreement between the Company and General Electric Company dated August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K/A filed June 16, 2008, and incorporated herein by reference).
 10.22  Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).
 10.23  Consulting Agreement dated July 18, 2008 between the Company and Thomas W. Powell (filed as Exhibit 10.1 to our Form 8-K filed July 24, 2008, and incorporated herein by reference).
 10.24  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 (filed as Exhibit 10.24 to our form 10-K for the fiscal year ended September 30, 2008, and incorporated herein by reference).
 *21.1  Subsidiaries of Powell Industries, Inc.
 *23.2  Consent of PricewaterhouseCoopers, LLP.
 *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.

Number

Description of Exhibits

*
3.1 

Filed herewith

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).

3.3 

Amended and Restated By-laws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed October 12, 2012, and incorporated herein by reference).

10.1 

Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference).

10.2 

Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference).

10.3 

1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.1 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.4 

Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated herein by reference).

10.5 

Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 2,100,000 to 2,700,000, which increase was approved by the stockholders of the Company at the 2005 Annual Meeting of Stockholders).

10.6 

Powell Industries, Inc. Directors’ Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference).

10.7 

Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.8 

Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.9 

Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.10 

Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as Exhibit 10.3 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.11 

Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc. and Bank of America,  N.A. (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).

10.12 

Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America,  N.A. (filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).

10.13 

Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco 3210 Limited and Switchgear & Instrumentation Properties Limited, and Bank of America and the other lenders parties thereto (filed as Exhibit 10.1 to our Form 8-K filed July 6, 2005, and incorporated herein by reference).

10.14 

First Amendment to Credit Agreement dated November 7, 2005 among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & 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).

10.15 

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).

10.16 

Third Amendment to Credit Agreement dated August 4, 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 10.3 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).

10.17 

Fourth Amendment to Credit Agreement dated December 7, 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 10.17 to our Transition report on Form 10-K for the fiscal year ended September 30, 2006, and incorporated herein by reference).

10.18 

Fifth Amendment to Credit Agreement, dated as of December 4, 2007, 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 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, and incorporated herein by reference).

10.19 

Sixth Amendment to Credit Agreement, dated as of December 14, 2007, 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 10.1 to our Form 8-K filed December 19, 2007, and incorporated herein by reference).

10.20 

Banking facilities between HSBC Bank plc and Switchgear & Instrumentation Limited and Switchgear & Instrumentation Properties Limited dated September 12, 2005 (filed as Exhibit 10.16 to our Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).

**10.21

Powell Supply Agreement between the Company and General Electric Company dated August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K/A filed June 16, 2008, and incorporated herein by reference).

10.22 

Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).

10.23 

Consulting Agreement dated July 18, 2008 between the Company and Thomas W. Powell (filed as Exhibit 10.1 to our Form 8-K filed July 24, 2008, and incorporated herein by reference).

10.24 

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 (filed as Exhibit 10.24 to our Form 10-K for the fiscal year ended September 30, 2008, and incorporated herein by reference).

10.25 

Powell Industries, Inc. 2006 Equity Compensation Plan (filed as Exhibit 10.2 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.26 

Credit Agreement dated as of December 15, 2009, between Powell PowerComm Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Services Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our Form 8-K filed on December 21, 2009, and incorporated herein by reference).

10.27 

Ninth Amendment to Credit Agreement, dated as of May 18, 2011, 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 (filed as Exhibit 10.1 to our Form 8-K dated May 18, 2011, and incorporated herein by reference.)

10.28 

Severance Agreement and Release dated as of October 7, 2011 between the Company and Patrick L. McDonald.

10.29 

Employment Agreement dated as of May 8, 2012 between the Company and Don R. Madison (filed as Exhibit 10.1 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.30 

Employment Agreement dated as of May 8, 2012 between the Company and Milburn E. Honeycutt (filed as Exhibit 10.2 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.31 

Tenth Amendment to Credit Agreement, dated as of March 26, 2012, among Powell Industries, Inc., as Parent, the subsidiaries of Powell Industries, Inc. identified herein, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C issuer, and the Lenders party (filed as Exhibit 10.3 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.32 

Amended and Restated Credit Agreement dated as of April 26, 2012, between Powell PowerComm Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Services Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.4 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.33 

Employment Agreement dated as of August 20, 2012, between the Company and Michael A. Lucas (filed as Exhibit 10.1 to our Form 8-K dated August 9, 2012, and incorporated herein by reference).

*21.1

Subsidiaries of Powell Industries, Inc.

*23.2

Consent of PricewaterhouseCoopers LLP.

*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.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

55 


56 


____________ 

*

Filed herewith

**

Portions of this exhibit have been omitted based on a request for confidential treatment pursuant toRule 24b-2 of the Securities Exchange Act of 1934. Such omitted portions have been filed separately with the Commission.

65


57 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POWELL INDUSTRIES, INC.

By: /s/  Patrick L. McDonald
Patrick L. McDonald

By: /s/ Michael A. Lucas

Michael A. Lucas 

President and Chief Executive Officer

(Principal Executive Officer)

By: /s/  Don R. Madison
Don R. Madison
Executive Vice President
Chief Financial and Administrative Officer
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated:

Signature

Title

/s/ Thomas W. Powell


Thomas W. Powell

Chairman of the Board

/s/ Michael A. Lucas

Michael A. Lucas

Director 

President and Chief Executive Officer 

(Principal Executive Officer)

/s/ Don R. Madison

Don R. Madison

Executive Vice President 

Chief Financial and Administrative Officer 

(Principal Financial Officer)

/s/ Milburn Honeycutt

Milburn Honeycutt

Vice President  

Chief Accounting Officer 

Corporate Controller 

(Principal Accounting Officer)

/s/ Joseph L. Becherer

Joseph L. Becherer

Director

/s/ Eugene L. Butler


Eugene L. Butler

Director

/s/ James F. Clark


James F. Clark

Director

/s/ Christopher E. Cragg


Christopher E. Cragg

Director

/s/ Bonnie V. Hancock

Bonnie V. Hancock

Director

/s/ Scott E. Rozzell

Scott E. Rozzell

Director

/s/ Stephen W. Seale,  Jr.

Stephen W. Seale,  Jr.

Director

/s/ Robert C. Tranchon


Robert C. Tranchon

Director

Date: December 5, 2012 

58 


EXHIBIT INDEX

Number

Description of Exhibits

/s/  Ronald J. Wolny

Ronald J. Wolny3.1 

Director
Date: December 11, 2009


66

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).


EXHIBIT INDEX
       
Number
   
Exhibit Title
 
 2.4  Asset Purchase Agreement dated October 21, 2009 by and among, Powell PowerComm Inc. (as a Buyer) and PowerComm Inc., Redhill Systems Ltd., Nextron Corporation, PCG Technical Services Inc., and Concorde metal Manufacturing Ltd. (as Sellers) (filed as Exhibit 2.1 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 2.5  Purchase Agreement dated October 21, 2009 by and among Powell PowerComm KO Inc. (as a Buyer) and PowerComm Inc. (as a Seller) (filed as Exhibit 2.2 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 2.6  Purchase Agreement dated October 21, 2009 by and among Powell PowerComm Ventures Inc. (as a Buyer) and PowerComm Inc. (as a Seller) (filed as Exhibit 2.3 to our Form 8-K filed October 27, 2009, and incorporated herein by reference).
 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  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  Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference).
 10.2  Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference).
 10.3  1992 Powell Industries, Inc. Stock Option Plan (filed as an exhibit to our preliminary proxy statement dated January 24, 1992, and incorporated herein by reference).
 10.4  Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated herein by reference).
 10.5  Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 2,100,000 to 2,700,000, which increase was approved by the stockholders of the Company at the 2005 Annual Meeting of Stockholders).
 10.6  Powell Industries, Inc. Directors’ Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference).
 10.7  Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.8  Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to ourForm 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.9  Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).
 10.10  Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).
 10.11  Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).
 10.12  Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).
 10.13  Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco 3210 Limited, and Switchgear & Instrumentation Properties Limited, and Bank of America and the other lenders parties thereto (filed as Exhibit 10.1 to our Form 8-K filed July 6, 2005, and incorporated herein by reference).


67


       
Number
   
Exhibit Title
 
 10.14  First Amendment to Credit Agreement dated November 7, 2005 among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & 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).
 10.15  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).
 10.16  Third Amendment to Credit Agreement dated August 4, 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 10.3 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).
 10.17  Fourth Amendment to Credit Agreement dated December 7, 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 10.17 to our Transition report on Form 10-K for the fiscal year ended September 30, 2006, and incorporated herein by reference).
 10.18  Fifth Amendment to Credit Agreement, dated as of December 4, 2007, 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 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, and incorporated herein by reference).
 10.19  Sixth Amendment to Credit Agreement, dated as of December 14, 2007, 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 10.1 to our Form 8-K filed December 19, 2007, and incorporated herein by reference).
 10.20  Banking facilities between HSBC Bank plc and Switchgear & Instrumentation Limited and Switchgear & Instrumentation Properties Limited dated September 12, 2006 (filed as Exhibit 10.16 to ourForm 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).
 **10.21  Powell Supply Agreement between the Company and General Electric Company dated August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K/A filed June 16, 2008, and incorporated herein by reference).
 10.22  Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).
 10.23  Consulting Agreement dated July 18, 2008 between the Company and Thomas W. Powell (filed as Exhibit 10.1 to our Form 8-K filed on July 24, 2008, and incorporated herein by reference).
 10.24  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 (filed as Exhibit 10.24 to out Form 10-K for the fiscal year ended September 30, 2008, and incorporated herein by reference).
 *21.1  Subsidiaries of Powell Industries, Inc.
 *23.2  Consent of PricewaterhouseCoopers, LLP.
 *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

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).

3.3 

Amended and Restated By-laws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed October 12, 2012, and incorporated herein by reference).

10.1 

Powell Industries, Inc., Incentive Compensation Plan (filed as Exhibit 10.1 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference).

10.2 

Description of Supplemental Executive Benefit Plan (filed as Exhibit 10 to our Form 10-K for the fiscal year ended October 31, 1984, and incorporated herein by reference).

10.3 

1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.1 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.4 

Amendment to 1992 Powell Industries, Inc. Stock Option Plan (filed as Exhibit 10.8 to our Form 10-Q for the quarter ended April 30, 1996, and incorporated herein by reference).

10.5 

Amendment to 1992 Powell Industries, Inc. Stock Option Plan (the cover of the 1992 Powell Industries, Inc. Stock Option Plan has been noted to reflect the increase in the number of shares authorized for issuance under the Plan from 2,100,000 to 2,700,000, which increase was approved by the stockholders of the Company at the 2005 Annual Meeting of Stockholders).

10.6 

Powell Industries, Inc. Directors’ Fees Program (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 1992, and incorporated herein by reference).

10.7 

Powell Industries, Inc. Executive Severance Protection Plan (filed as Exhibit 10.7 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.8 

Powell Industries, Inc. Non-Employee Directors Stock Option Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.9 

Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal year ended October 31, 2002, and incorporated herein by reference).

10.10 

Powell Industries, Inc. Non-Employee Director Restricted Stock Plan (filed as Exhibit 10.3 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.11 

Amended Loan Agreement dated October 29, 2004, between Powell Industries, Inc. and Bank of America,  N.A. (filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).

10.12 

Credit and Reimbursement Agreement dated April 15, 2004, between Powell Industries, Inc. and Bank of America,  N.A. (filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2004, and incorporated herein by reference).

10.13 

Credit Agreement dated June 29, 2005 among Powell Industries, Inc., Inhoco 3210 Limited and Switchgear & Instrumentation Properties Limited, and Bank of America and the other lenders parties thereto (filed as Exhibit 10.1 to our Form 8-K filed July 6, 2005, and incorporated herein by reference).

10.14 

First Amendment to Credit Agreement dated November 7, 2005 among Powell Industries, Inc., Inhoco 3210 Limited (n/k/a Switchgear & 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).

10.15 

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).

10.16 

Third Amendment to Credit Agreement dated August 4, 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 10.3 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).

10.17 

Fourth Amendment to Credit Agreement dated December 7, 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 10.17 to our Transition report on Form 10-K for the fiscal year ended September 30, 2006, and incorporated herein by reference).

10.18 

Fifth Amendment to Credit Agreement, dated as of December 4, 2007, 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 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, and incorporated herein by reference).

10.19 

Sixth Amendment to Credit Agreement, dated as of December 14, 2007, 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 10.1 to our Form 8-K filed December 19, 2007, and incorporated herein by reference).

10.20 

Banking facilities between HSBC Bank plc and Switchgear & Instrumentation Limited and Switchgear & Instrumentation Properties Limited dated September 12, 2005 (filed as Exhibit 10.16 to our Form 10-K for the fiscal year ended October 31, 2005, and incorporated herein by reference).

**10.21

Powell Supply Agreement between the Company and General Electric Company dated August 7, 2006 (filed as Exhibit 10.1 to our Form 8-K/A filed June 16, 2008, and incorporated herein by reference).

10.22 

Lease Agreement between the Company and C&L Partnership, Ltd. dated April 19, 2006 (filed as Exhibit 10.2 to our Form 8-K filed August 9, 2006, and incorporated herein by reference).

10.23 

Consulting Agreement dated July 18, 2008 between the Company and Thomas W. Powell (filed as Exhibit 10.1 to our Form 8-K filed July 24, 2008, and incorporated herein by reference).

10.24 

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 (filed as Exhibit 10.24 to our Form 10-K for the fiscal year ended September 30, 2008, and incorporated herein by reference).

10.25 

Powell Industries, Inc. 2006 Equity Compensation Plan (filed as Exhibit 10.2 to our registration statement on Form S-8 filed on December 21, 2010, and incorporated herein by reference).

10.26 

Credit Agreement dated as of December 15, 2009, between Powell PowerComm Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Services Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.1 to our Form 8-K filed on December 21, 2009, and incorporated herein by reference).

10.27 

Ninth Amendment to Credit Agreement, dated as of May 18, 2011, 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 (filed as Exhibit 10.1 to our Form 8-K dated May 18, 2011, and incorporated herein by reference.)

10.28 

Severance Agreement and Release dated as of October 7, 2011 between the Company and Patrick L. McDonald.

10.29 

Employment Agreement dated as of May 8, 2012 between the Company and Don R. Madison (filed as Exhibit 10.1 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.30 

Employment Agreement dated as of May 8, 2012 between the Company and Milburn E. Honeycutt (filed as Exhibit 10.2 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.31 

Tenth Amendment to Credit Agreement, dated as of March 26, 2012, among Powell Industries, Inc., as Parent, the subsidiaries of Powell Industries, Inc. identified herein, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C issuer, and the Lenders party (filed as Exhibit 10.3 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.32 

Amended and Restated Credit Agreement dated as of April 26, 2012, between Powell PowerComm Inc., as Borrower, Powell Industries, Inc., Nextron Limited, PPC Technical Services Inc., as Guarantors, and HSBC Bank Canada, as Lender (filed as Exhibit 10.4 to our Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference).

10.33 

Employment Agreement dated as of August 20, 2012, between the Company and Michael A. Lucas (filed as Exhibit 10.1 to our Form 8-K dated August 9, 2012, and incorporated herein by reference).

*21.1

Subsidiaries of Powell Industries, Inc.

*23.2

��

Consent of PricewaterhouseCoopers LLP.

*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.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

59 


60 


____________ 

*

Filed herewith

**

Portions of this exhibit have been omitted based on a request for confidential treatment pursuant toRule 24b-2 of the Securities Exchange Act of 1934. Such omitted portions have been filed separately with the Commission.


68

61