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Mail Stop 0306
March 11, 2005
Via Facsimile and U.S. Mail
Mr. Don R. Madison
Vice President and Chief Financial Officer
Powell Industries, Inc.
8550 Mosley Drive
Houston, TX 77075-1180
Re: Powell Industries, Inc.
Form 10-K for the fiscal year ended October 31, 2004
Filed January 31, 2005
Form 8-K dated December 15, 2004
File No. 001-12488
Dear Mr. Madison:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
future
filings in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspects
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Year Ended October 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operation - Page 11
Year Ended October 31, 2004 Compared with Year Ended October 31,
2003
- - Page 12
1. Revise future filings to discuss and quantify the effects of
changes in volume and pricing on your results of operations. We
note
that your revenues have been declining, and you attribute part of
this to "competitive pricing." In addition, in your discussion of
net income, you attribute the declined net income to "lower
business
volume" and "depressed market price levels." Refer to Item
303(A)(3)(iii) of Regulation S-K.
Contractual Obligations - Page 17
2. In future filings please provide the disclosures required by
Item
303(a)(5) of Regulation S-K for each of the specified categories.
Item 8. Financial Statements and Supplementary Data - Page 23
Note B - Summary of Significant Accounting Policies - Page 30
3. We note that you classify all costs and estimated earnings in
excess of billings on uncompleted contracts as current on your
balance sheet. You state that you do this based on the operating
cycle concept. Tell us why you believe your operating cycle is
greater than 12 months. We note that you offer various products
and
services, and it appears that the operating cycle can vary
significantly among these offerings. Tell us why you believe you
have a clearly defined operating cycle that supports the
classification of items that will not be recovered in the next
twelve
months as a current asset. Cite the accounting literature upon
which
you relied.
4. Please tell us and disclose in future filings the accounting
literature you relied upon in determining your revenue recognition
policies. Tell us the basis under U.S. GAAP for recording revenues
under both the completed contract and percentage of completion
methods, depending upon the duration and scope of the project.
Note G - Long-Term Debt - Page 41
5. We note per the statement of cash flows on page 29 that you
have
historically entered into interest rate swap agreements. Tell us
whether you currently have any outstanding interest rate hedging
agreements. Revise future filings as necessary to disclose
information on these derivatives in accordance with Rule 4-08(n)
of
Regulation S-X and paragraphs 44-45 of SFAS No. 133.
Note L - Business Segments - Page 46
6. Revise future filings to provide a reconciliation of the total
reportable segment identifiable tangible assets to the total
consolidated assets presented on the balance sheet. Refer to
paragraph 32(c) of SFAS No. 131.
Form 8-K dated December 15, 2004
7. We note that you present a non-GAAP financial measure of free
cash
flow. Revise future filings to explain in greater detail why the
non-GAAP measure is useful to an investor in accordance with Item
10(e)(i) of Regulation S-K. Your discussion should address the
item
that is being excluded in your non-GAAP financial measure as well
how
your management uses the non-GAAP financial measure. Refer to
question 8 of the June 13, 2003 FAQ Regarding the Use of Non-GAAP
Financial Measures.
* * * * * * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861. In this regard, do not hesitate to
contact Daniel Gordon, the Branch Chief, at (202) 942-2813.
Sincerely,
Kate Tillan
Reviewing Accountant
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Mr. Don R. Madison
Powell Industries, Inc.
March 11, 2005
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