x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-3922969
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
7720 N. Lehigh Avenue, Niles, Illinois
|
60714
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $.01 per share
|
The NASDAQ Stock Market LLC
|
Item
|
|
Page
|
|
|
|
1.
|
1
|
|
|
1
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
5
|
|
1A.
|
5
|
|
1B.
|
8
|
|
2.
|
8
|
|
3.
|
9
|
|
4.
|
9
|
|
|
|
|
|
|
|
5.
|
9
|
|
6.
|
10
|
|
7.
|
10
|
|
7A.
|
18
|
|
8.
|
18
|
|
9.
|
18
|
|
9A.
|
18
|
|
9B.
|
19
|
|
|
|
|
|
|
|
10.
|
Directors, Executive Officers and Corporate Governance
|
19
|
11.
|
Executive Compensation
|
19
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
19
|
13.
|
Certain Relationships and Related Transactions and Director Independence
|
19
|
14.
|
Principal Accounting Fees and Services
|
19
|
|
|
|
|
|
|
15.
|
20
|
|
|
|
|
21
|
||
54
|
Piping Systems
|
Filtration Products
|
Perma-Pipe, Inc.
|
Midwesco Filter Resources, Inc.
|
Niles, IL
|
Winchester, VA
|
New Iberia, LA
|
TDC Filter Manufacturing, Inc.
|
Lebanon, TN
|
Bolingbrook, IL
|
Perma-Pipe Middle East FZC
|
Nordic Air Filtration A/S
|
Fujarah, United Arab Emirates
|
Nakskov, Denmark
|
Perma-Pipe Saudi Arabia, LLC
|
|
Dammam, Kingdom of Saudi Arabia
|
|
Perma-Pipe India Pvt. Ltd
|
|
Gandidham, India
|
|
Bayou Perma-Pipe Canada, Ltd.
|
|
Alberta, Canada
|
|
Name
|
Offices and positions, if any, held with the Company; age
|
Executive officer of the Company or its predecessor since
|
Bradley E. Mautner
|
Director, President and Chief Executive Officer; Age 59
|
1994
|
|
|
|
Karl J. Schmidt
|
Vice President and Chief Financial Officer; Age 61
|
2013
|
|
|
|
Wayne Bosch
|
Vice President, Chief Human Resources Officer; Age 58
|
2013
|
|
|
|
Fati A. Elgendy
|
President and Chief Operating Officer, Perma-Pipe; Age 66
|
1990
|
|
|
|
Stephen C. Buck
|
President, Midwesco Filter; Age 66
|
2007
|
·
|
incurring additional debt;
|
·
|
entering into transactions with affiliates;
|
·
|
making investments or other restricted payments;
|
·
|
paying dividends or making other distributions; and
|
·
|
creating liens.
|
•
|
strain on working capital;
|
•
|
diversion of management from other activities, which could impair the operation of existing businesses;
|
•
|
failure to successfully integrate the acquired businesses or facilities into existing operations;
|
•
|
inability to maintain key pre-acquisition business relationships;
|
•
|
loss of key personnel of the acquired business or facility;
|
•
|
exposure to unanticipated liabilities; and
|
•
|
failure to realize efficiencies, synergies and cost savings.
|
Illinois
|
Owned production facilities and office space
|
16,800 square feet
|
Louisiana
|
Owned production facilities and leased land
|
30,000 square feet on approximately 8 acres
|
Tennessee
|
Owned production facilities and office space
|
131,800 square feet on approximately 23.5 acres
|
Canada
|
Joint venture owned production facilities and office space
|
87,160 square feet on approximately 128 acres
|
India
|
Leased production facilities, office space and land
|
33,700 square feet on approximately 1.2 acres
|
Kingdom of Saudi Arabia
|
Owned production facilities on leased land
|
91,000 square feet on approximately 21 acres
|
United Arab Emirates
|
Leased office space and production facilities on leased land
|
133,600 square feet on approximately 23 acres
|
Illinois
|
Bolingbrook - owned production facilities and office space
|
101,500 square feet on 5.5 acres
|
|
Cicero - owned production facilities and office space, currently idle
|
130,700 square feet on 2.8 acres
|
Virginia
|
Owned production facilities
|
97,500 square feet on 5.0 acres
|
|
Leased office space
|
6,000 square feet
|
Denmark
|
Owned production facilities and office space
|
69,800 square feet on 3.5 acres
|
•
|
Nine acres of land in the Kingdom of Saudi Arabia is leased through 2030 and an additional ten acres of land is leased through 2031.
|
•
|
Land for production facilities in the United Arab Emirates, ("U.A.E.") of approximately 80,200 square feet is leased until June 30, 2030. Office space and land for production facilities of approximately 37,700 square feet in the U.A.E. is leased until July 2032.
|
•
|
Office space of approximately 6,000 square feet in Virginia is leased through August 31, 2015
.
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
|
Fiscal 2014
|
|
|
||
Fourth Quarter
|
$9.03
|
$5.46
|
||
Third Quarter
|
13.40
|
|
8.62
|
|
Second Quarter
|
12.57
|
|
9.62
|
|
First Quarter
|
16.80
|
|
9.19
|
|
Fiscal 2013
|
|
|
||
Fourth Quarter
|
16.45
|
|
11.19
|
|
Third Quarter
|
12.08
|
|
9.87
|
|
Second Quarter
|
11.39
|
|
6.99
|
|
First Quarter
|
7.55
|
|
6.02
|
|
|
Number of shares to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
|
Plan Category
|
(a)(1)
|
(b)(1)
|
(c)
|
Equity compensation plans approved by stockholders
|
763,825
|
$11.45
|
333,569
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
January 31,
|
|
Consolidated Backlog
($ in thousands
)
:
|
2015
|
2014
|
Piping Systems
|
$30,715
|
$60,555
|
Filtration Products
|
16,383
|
22,938
|
Total
|
$47,098
|
$83,493
|
($ in thousands)
|
2014
|
|
2013
|
|
% Increase (Decrease)
|
|
Net sales
|
$126,923
|
$158,422
|
(19.9
|
)%
|
||
|
|
|
|
|||
Gross profit
|
30,676
|
43,273
|
(29.1
|
)%
|
||
Percentage of net sales
|
24
|
%
|
27
|
%
|
|
|
|
|
|
|
|||
Income from operations
|
12,665
|
24,213
|
(47.7
|
)%
|
||
Percentage of net sales
|
10.0
|
%
|
15.3
|
%
|
|
|
|
|
|
|
|||
Income from joint venture
|
1,960
|
|
528
|
|
271.2
|
%
|
|
|
|
|
|
2014
|
|
2013
|
|
Statutory tax rate
|
34.0
|
%
|
34.0
|
%
|
Valuation allowance for domestic deferred tax assets
|
53.5
|
%
|
—
|
%
|
Repatriation
|
25.5
|
%
|
—
|
%
|
Foreign tax credit
|
(23.9
|
)%
|
—
|
%
|
Nontaxable income from the Canadian joint venture
|
(20.1
|
)%
|
(1.5
|
)%
|
Valuation allowance for state deferred tax assets
|
3.6
|
%
|
—
|
%
|
Differences in foreign tax rate
|
13.7
|
%
|
(24.8
|
)%
|
Research tax credit
|
(0.9
|
)%
|
—
|
%
|
Valuation allowance for foreign NOLs
|
0.5
|
%
|
(9.8
|
)%
|
State taxes, net of federal benefit
|
(1.9
|
)%
|
(1.6
|
)%
|
All other, net expense
|
13.5
|
%
|
(0.3
|
)%
|
Effective income tax rate
|
97.5
|
%
|
(4.0
|
)%
|
($ in thousands)
|
|
Year Ending January 31,
|
|
|||||||||||||||||
Contractual obligations
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
||||||
Revolving line domestic (1)
|
$11,353
|
|
$11,353
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
Mortgages (2)
|
13,826
|
|
875
|
|
876
|
|
4,033
|
|
602
|
|
600
|
|
6,840
|
|
||||||
Revolving line foreign (3)
|
2,875
|
|
2,875
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Term loans (2)
|
3,180
|
|
1,904
|
|
719
|
|
557
|
|
—
|
|
—
|
|
—
|
|
||||||
Subtotal
|
31,234
|
|
17,007
|
|
1,595
|
|
4,590
|
|
602
|
|
600
|
|
6,840
|
|
||||||
Capitalized lease obligations
|
2,041
|
|
783
|
|
746
|
|
254
|
|
120
|
|
124
|
|
14
|
|
||||||
Operating lease obligations (4)
|
20,327
|
|
1,707
|
|
1,389
|
|
1,287
|
|
1,247
|
|
1,187
|
|
13,510
|
|
||||||
Projected pension contributions (5)
|
3,659
|
|
352
|
|
349
|
|
371
|
|
368
|
|
382
|
|
1,837
|
|
||||||
Deferred compensation (6)
|
6,749
|
|
189
|
|
6,560
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Employment agreements (7)
|
101
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
101
|
|
||||||
Contractual obligations of discontinued operations (8)
|
61
|
|
61
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Uncertain tax position obligations (9)
|
116
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
116
|
|
||||||
Total
|
$64,288
|
$20,099
|
$10,639
|
$6,502
|
$2,337
|
$2,293
|
$22,418
|
(1)
|
Interest obligations exclude floating rate interest on debt payable under the domestic revolving line of credit. Based on the amount of such debt at
January 31, 2015
, and the weighted average interest rate of
2.95%
on that debt, such interest was being incurred at an annual rate of approximately
$0.3 million
.
|
(2)
|
Scheduled maturities, including interest.
|
(3)
|
Scheduled maturities of foreign revolver line, including interest.
|
(4)
|
Minimum contractual amounts, assuming no changes in variable expenses.
|
(5)
|
Includes estimated future benefit payments.
|
(6)
|
Non-qualified deferred compensation plan - The Company had a Supplemental Retirement and Deferred Compensation Plan ("Supplemental Plan"), pursuant to which key employees deferred compensation, that was terminated on April 10, 2014. Refer to Note 9 - Retirement plans,
in the Notes to Consolidated Financial Statements
.
|
(7)
|
Refer to the proxy statement for a description of compensation plans for Named Executive Officers.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK -
Not applicable.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE -
None.
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1)
|
Financial Statements - Consolidated Financial Statements of the Company
|
(2)
|
Financial Statement Schedules
|
b.
|
Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report.
|
|
Twelve months ended January 31,
|
|||
(In thousands, except per share data)
|
2015
|
|
2014
|
|
|
|
|
||
Net sales
|
$194,857
|
$226,835
|
||
Cost of sales
|
156,327
|
|
174,620
|
|
Gross profit
|
38,530
|
|
52,215
|
|
|
|
|
||
Operating expenses:
|
|
|
||
General and administrative expense
|
24,202
|
|
28,116
|
|
Selling expense
|
12,122
|
|
11,016
|
|
Total operating expenses
|
36,324
|
|
39,132
|
|
|
|
|
||
Income from operations
|
2,206
|
|
13,083
|
|
|
|
|
||
Income from joint venture
|
1,960
|
|
528
|
|
|
|
|
||
Interest expense, net
|
843
|
|
1,311
|
|
Income from continuing operations before income taxes
|
3,323
|
|
12,300
|
|
|
|
|
||
Income tax expense (benefit)
|
3,241
|
|
(493
|
)
|
|
|
|
||
Income from continuing operations
|
82
|
|
12,793
|
|
|
|
|
||
(Loss) income from discontinued operations, net of tax
|
(338
|
)
|
8,234
|
|
|
|
|
||
Net (loss) income
|
($256)
|
$21,027
|
||
|
|
|
||
Weighted average common shares outstanding
|
|
|
||
Basic
|
7,251
|
|
7,028
|
|
Diluted
|
7,251
|
|
7,096
|
|
|
|
|
||
Earnings per share from continuing operations
|
|
|
||
Basic
|
$0.01
|
$1.82
|
||
Diluted
|
$0.01
|
$1.80
|
||
(Loss) earnings per share from discontinued operations
|
|
|
||
Basic
|
($0.05)
|
$1.17
|
||
Diluted
|
($0.05)
|
$1.16
|
||
Earnings per share
|
|
|
||
Basic
|
($0.04)
|
$2.99
|
||
Diluted
|
($0.04)
|
$2.96
|
|
Twelve months ended January 31,
|
|||
|
2015
|
|
2014
|
|
|
|
|
||
Net (loss) income
|
($256)
|
$21,027
|
||
|
|
|
||
Other comprehensive income (loss)
|
|
|
||
Currency translation adjustments, net of tax
|
(1,718
|
)
|
(1,268
|
)
|
Minimum pension liability adjustment, net of tax
|
(1,611
|
)
|
682
|
|
Interest rate swap, net of tax
|
(40
|
)
|
151
|
|
Other comprehensive loss
|
(3,369
|
)
|
(435
|
)
|
|
|
|
||
Comprehensive (loss) income
|
($3,625)
|
$20,592
|
|
January 31,
|
|||
(In thousands, except per share data)
|
2015
|
2014
|
||
ASSETS
|
|
|
||
Current assets
|
|
|
||
Cash and cash equivalents
|
$10,508
|
$13,395
|
||
Restricted cash
|
428
|
|
439
|
|
Trade accounts receivable, less allowance for doubtful accounts of $110 at January 31, 2015 and $194 at January 31, 2014
|
41,847
|
|
45,659
|
|
Inventories, net
|
29,770
|
|
33,547
|
|
Assets held for sale
|
—
|
|
1,223
|
|
Prepaid expenses and other current assets
|
4,349
|
|
5,353
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
700
|
|
1,476
|
|
Total current assets
|
87,602
|
|
101,092
|
|
Property, plant and equipment, net of accumulated depreciation
|
42,020
|
|
42,541
|
|
Other assets
|
|
|
||
Deferred tax assets - long-term
|
—
|
|
1,667
|
|
Note receivable from joint venture
|
3,931
|
|
4,659
|
|
Investment in joint venture
|
8,514
|
|
6,550
|
|
Cash surrender value on life insurance policies
|
3,256
|
|
3,110
|
|
Other assets
|
3,215
|
|
2,736
|
|
Assets held for sale long-term
|
—
|
|
914
|
|
Total other assets
|
18,916
|
|
19,636
|
|
Total assets
|
$148,538
|
$163,269
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||
Current liabilities
|
|
|
||
Trade accounts payable
|
$11,072
|
$15,276
|
||
Commissions and management incentives payable
|
5,734
|
|
9,235
|
|
Accrued compensation and payroll taxes
|
5,551
|
|
5,254
|
|
Revolving line domestic
|
11,353
|
|
—
|
|
Current maturities of long-term debt
|
5,679
|
|
8,274
|
|
Customers' deposits
|
7,341
|
|
7,372
|
|
Liabilities held for sale
|
—
|
|
527
|
|
Other accrued liabilities
|
2,486
|
|
1,842
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
681
|
|
2,222
|
|
Deferred tax liabilities - current
|
165
|
|
889
|
|
Income tax payable
|
1,688
|
|
2,593
|
|
Total current liabilities
|
51,750
|
|
53,484
|
|
Long-term liabilities
|
|
|
||
Long-term debt, less current maturities
|
12,603
|
|
23,469
|
|
Deferred compensation liabilities
|
6,560
|
|
6,509
|
|
Liabilities held for sale long-term
|
—
|
|
968
|
|
Deferred tax liabilities - long-term
|
309
|
|
—
|
|
Other long-term liabilities
|
3,793
|
|
2,203
|
|
Total long-term liabilities
|
23,265
|
|
33,149
|
|
Stockholders' equity
|
|
|
||
Common stock, $.01 par value, authorized 50,000 shares; 7,291 issued and outstanding January 31, 2015 and 7,169 issued and outstanding January 31, 2014
|
73
|
|
72
|
|
Additional paid-in capital
|
52,655
|
|
52,144
|
|
Retained earnings
|
25,324
|
|
25,580
|
|
Accumulated other comprehensive loss
|
(4,529
|
)
|
(1,160
|
)
|
Total stockholders' equity
|
73,523
|
|
76,636
|
|
Total liabilities and stockholders' equity
|
$148,538
|
$163,269
|
($ in thousands, except share data)
|
|
Additional Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total Stockholders' Equity
|
|||||
Common Stock
|
||||||||||
Total stockholders' equity at January 31, 2013
|
$69
|
$50,358
|
$4,553
|
($725)
|
$54,255
|
|||||
|
|
|
|
|
|
|||||
Net income
|
|
|
21,027
|
|
|
21,027
|
|
|||
Stock options exercised
|
3
|
|
1,585
|
|
|
|
1,588
|
|
||
Stock-based compensation
|
|
196
|
|
|
|
196
|
|
|||
Deferred shares converted to common stock
|
|
5
|
|
|
|
5
|
|
|||
Interest rate swap
|
|
|
|
151
|
|
151
|
|
|||
Pension liability adjustment
|
|
|
|
966
|
|
966
|
|
|||
Foreign currency translation adjustment
|
|
|
|
(1,269
|
)
|
(1,269
|
)
|
|||
Tax expense on above items
|
|
|
|
(283
|
)
|
(283
|
)
|
|||
Total stockholders' equity at January 31, 2014
|
$72
|
$52,144
|
$25,580
|
($1,160)
|
$76,636
|
|||||
|
|
|
|
|
|
|||||
Net loss
|
|
|
(256
|
)
|
|
(256
|
)
|
|||
Stock options exercised
|
|
330
|
|
|
|
330
|
|
|||
Stock-based compensation expense
|
|
124
|
|
|
|
124
|
|
|||
Deferred shares converted to common stock
|
1
|
|
57
|
|
|
|
58
|
|
||
Interest rate swap
|
|
|
|
(51
|
)
|
(51
|
)
|
|||
Pension liability adjustment
|
|
|
|
(1,611
|
)
|
(1,611
|
)
|
|||
Foreign currency translation adjustment
|
|
|
|
(1,631
|
)
|
(1,631
|
)
|
|||
Tax expense on above items
|
|
|
|
(76)
|
(76)
|
|||||
Total stockholders' equity at January 31, 2015
|
$73
|
$52,655
|
$25,324
|
($4,529)
|
$73,523
|
Common stock shares
|
2014
|
|
2013
|
|
Balance beginning of year
|
7,168,537
|
|
6,924,084
|
|
Shares issued
|
122,039
|
|
244,453
|
|
Balance end of year
|
7,290,576
|
|
7,168,537
|
|
|
Twelve months ended January 31,
|
|||||
($ in thousands)
|
2015
|
2014
|
||||
Operating activities
|
|
|
||||
Net (loss) income
|
($256)
|
$21,027
|
||||
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities
|
|
|
||||
Depreciation and amortization
|
5,897
|
|
5,785
|
|
||
Gain on disposal of discontinued operations
|
(188
|
)
|
(11,449
|
)
|
||
Deferred tax expense (benefit)
|
1,439
|
|
(3,190
|
)
|
||
Income from joint venture
|
(1,960
|
)
|
(528
|
)
|
||
Stock-based compensation expense
|
124
|
|
196
|
|
||
Cash surrender value on life insurance policies
|
(145
|
)
|
(164
|
)
|
||
Provision on uncollectible accounts
|
(80
|
)
|
(158
|
)
|
||
(Gain) Loss on disposal of fixed assets
|
(17
|
)
|
328
|
|
||
Changes in operating assets and liabilities
|
|
|
||||
Accounts payable
|
(4,612
|
)
|
(4,438
|
)
|
||
Accrued compensation and payroll taxes
|
(3,055
|
)
|
6,026
|
|
||
Inventories
|
3,348
|
|
8,608
|
|
||
Customers' deposits
|
(28
|
)
|
(198
|
)
|
||
Income taxes receivable and payable
|
(687
|
)
|
2,564
|
|
||
Prepaid expenses and other current assets
|
977
|
|
(619
|
)
|
||
Accounts receivable
|
3,314
|
|
(18,015
|
)
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
(765
|
)
|
1,110
|
|
||
Notes receivable
|
849
|
|
331
|
|
||
Other assets and liabilities
|
(49
|
)
|
(816
|
)
|
||
Net cash provided by operating activities
|
4,106
|
|
6,400
|
|
||
Investing activities
|
|
|
||||
Net proceeds from sale of discontinued operations
|
109
|
|
15,172
|
|
||
Capital expenditures
|
(5,878
|
)
|
(2,761
|
)
|
||
Proceeds from sales of property and equipment
|
24
|
|
16
|
|
||
Net cash (used in) provided by investing activities
|
(5,745
|
)
|
12,427
|
|
||
Financing activities
|
|
|
||||
Proceeds from revolving lines
|
85,270
|
|
102,344
|
|
||
Proceeds from debt
|
661
|
|
5,197
|
|
||
Payments of debt on revolving lines
|
(83,150
|
)
|
(109,501
|
)
|
||
Payments of other debt
|
(3,641
|
)
|
(7,643
|
)
|
||
Increase (decrease) in drafts payable
|
629
|
|
(3,125
|
)
|
||
Payments on capitalized lease obligations
|
(704
|
)
|
(603
|
)
|
||
Stock options exercised and deferred shares issued
|
389
|
|
1,592
|
|
||
Net cash used in financing activities
|
(546
|
)
|
(11,739
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(702
|
)
|
(727
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(2,887
|
)
|
6,361
|
|
||
Cash and cash equivalents - beginning of period
|
13,395
|
|
7,034
|
|
||
Cash and cash equivalents - end of period
|
|
$10,508
|
|
|
$13,395
|
|
Supplemental cash flow information
|
|
|
||||
Interest paid
|
$1,288
|
$1,958
|
||||
Income taxes paid
|
2,988
|
|
409
|
|
||
Fixed assets acquired under capital leases
|
680
|
|
107
|
|
||
Funds held in escrow related to the sale of Thermal Care, Inc. assets
|
—
|
|
1,125
|
|
|
2014
|
2013
|
Net sales
|
|
|
Piping Systems
|
$126,923
|
$158,422
|
Filtration Products
|
67,934
|
68,413
|
Total net sales
|
$194,857
|
$226,835
|
Gross profit
|
|
|
Piping Systems
|
$30,676
|
$43,273
|
Filtration Products
|
7,854
|
8,942
|
Total gross profit
|
$38,530
|
$52,215
|
Income (loss) from operations
|
|
|
Piping Systems
|
$12,665
|
$24,213
|
Filtration Products
|
(3,565)
|
(1,629)
|
Corporate
|
(6,894)
|
(9,501)
|
Total income (loss) from operations
|
$2,206
|
$13,083
|
|
|
|
Segment assets
|
|
|
Piping Systems
|
$99,993
|
$109,154
|
Filtration Products
|
42,335
|
41,765
|
Corporate
|
6,210
|
12,350
|
Total segment assets
|
$148,538
|
$163,269
|
Capital expenditures
|
|
|
Piping Systems
|
$3,953
|
$2,425
|
Filtration Products
|
1,440
|
294
|
Corporate
|
485
|
42
|
Total capital expenditures
|
$5,878
|
$2,761
|
Depreciation and amortization
|
|
|
Piping Systems
|
$3,635
|
$3,489
|
Filtration Products
|
1,710
|
1,729
|
Corporate
|
552
|
567
|
Total depreciation and amortization
|
$5,897
|
$5,785
|
|
|
|
|
2014
|
2013
|
Net sales
|
|
|
United States
|
$109,257
|
$97,311
|
Middle East
|
52,292
|
94,500
|
Europe
|
14,482
|
14,933
|
Canada
|
4,160
|
7,591
|
India
|
5,469
|
773
|
Other Americas
|
5,627
|
6,915
|
Other
|
3,570
|
4,812
|
Total net sales
|
$194,857
|
$226,835
|
|
|
|
Property, plant and equipment, net of accumulated depreciation
|
|
|
United States
|
$26,747
|
$25,260
|
Middle East
|
11,608
|
12,751
|
Denmark
|
3,274
|
4,020
|
India
|
391
|
510
|
Total
|
$42,020
|
$42,541
|
|
2014
|
|
2013
|
|
||
Equity adjustment foreign currency
|
|
($1,721
|
)
|
|
($90
|
)
|
Minimum pension liability, gross
|
(3,124)
|
(1,513)
|
||||
Interest rate swap, gross
|
(119)
|
(68)
|
||||
Subtotal excluding tax effect
|
(4,964)
|
(1,671)
|
||||
Tax effect of foreign exchange
|
(74)
|
12
|
||||
Tax effect of minimum pension liability
|
481
|
482
|
||||
Tax effect of interest rate swap
|
28
|
17
|
||||
Total other comprehensive loss
|
($4,529)
|
($1,160)
|
|
2014
|
2013
|
Land, buildings and improvements
|
$36,493
|
$36,535
|
Machinery and equipment
|
54,277
|
50,793
|
Furniture, office equipment and computer systems
|
10,426
|
9,723
|
Transportation equipment
|
192
|
206
|
Subtotal
|
101,388
|
97,257
|
Less accumulated depreciation and amortization
|
59,368
|
54,716
|
Property, plant and equipment, net
|
$42,020
|
$42,541
|
|
2014
|
2013
|
Share of income from joint venture
|
$1,960
|
$528
|
|
2014
|
2013
|
Current assets
|
$13,820
|
$13,034
|
Noncurrent assets
|
14,023
|
17,093
|
Current liabilities
|
4,499
|
2,921
|
Noncurrent liabilities
|
9,013
|
14,837
|
Equity
|
14,331
|
12,369
|
Revenue
|
40,397
|
29,110
|
Gross profit
|
8,451
|
4,748
|
Income from continuing operations
|
6,397
|
2,619
|
Net income
|
4,000
|
1,078
|
Basic weighted average number of common shares outstanding
|
2014
|
|
2013
|
|
Basic weighted average number of common shares outstanding
|
7,251
|
|
7,028
|
|
Dilutive effect of stock options
|
—
|
|
68
|
|
Weighted average number of common shares outstanding assuming full dilution
|
7,251
|
|
7,096
|
|
|
|
|
||
Weighted average number of stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices
|
261
|
|
301
|
|
Canceled options during the year
|
(64
|
)
|
(73
|
)
|
Stock options with an exercise price below the average stock price
|
503
|
|
475
|
|
|
2014
|
|
2013
|
|
||
Net sales
|
|
$176
|
|
|
$14,063
|
|
|
|
|
||||
Gain on disposal of discontinued operations
|
|
$188
|
|
|
$11,082
|
|
(Loss) income from discontinued operations
|
(202
|
)
|
(28
|
)
|
||
(Loss) income from discontinued operations before income taxes
|
(14
|
)
|
11,054
|
|
||
Income tax expense
|
324
|
|
2,820
|
|
||
(Loss) income from discontinued operations, net of tax
|
|
($338
|
)
|
|
$8,234
|
|
|
|
|
|
2014
|
2013
|
Costs incurred on uncompleted contracts
|
$66,547
|
$52,064
|
Estimated earnings
|
31,082
|
18,915
|
Earned revenue
|
97,629
|
70,979
|
Less billings to date
|
97,610
|
71,725
|
Costs in excess of billings, net
|
$19
|
($746)
|
Balance sheet classification
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$700
|
$1,476
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(681)
|
(2,222)
|
Costs in excess of billings, net
|
$19
|
($746)
|
|
2014
|
|
2013
|
|
Revolving line domestic
|
$11,353
|
$6,951
|
||
Mortgage notes
|
10,567
|
|
11,172
|
|
Revolving lines foreign
|
2,774
|
|
5,059
|
|
Term loans
|
3,036
|
|
6,494
|
|
Capitalized lease obligations (See Note 7 - Lease information)
|
1,906
|
|
2,067
|
|
Total debt
|
29,636
|
|
31,743
|
|
Less current maturities
|
17,033
|
|
8,274
|
|
Total long-term debt
|
$12,603
|
$23,469
|
|
Total
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
|||||
Revolving line domestic
|
$11,353
|
|
$11,353
|
|
|
$—
|
|
$0
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
Mortgages
|
10,567
|
384
|
401
|
3,576
|
365
|
379
|
5,462
|
|||||||||||
Revolving line foreign
|
2,774
|
2,774
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Term loans
|
3,036
|
1,820
|
699
|
517
|
—
|
|
—
|
|
—
|
|
||||||||
Capitalized lease obligations
|
1,906
|
702
|
708
|
244
|
116
|
122
|
14
|
|
||||||||||
Total
|
$29,636
|
$17,033
|
$1,808
|
$4,337
|
$481
|
$501
|
$5,476
|
Property under capitalized leases
|
2014
|
|
2013
|
|
Machinery and equipment
|
$3,854
|
$3,328
|
||
Transportation equipment
|
24
|
|
31
|
|
Computer equipment
|
92
|
|
92
|
|
Subtotal
|
3,970
|
|
3,451
|
|
Less accumulated amortization
|
1,193
|
|
871
|
|
Total
|
$2,777
|
$2,580
|
||
|
|
|
||
Fixed assets acquired under capital leases
|
$680
|
$107
|
•
|
Nine acres of land in the Kingdom of Saudi Arabia is leased through 2030 and an additional ten acres of land is leased through 2031.
|
•
|
Land for production facilities in the U.A.E. of approximately 80,200 square feet is leased until June 30, 2030. Office space and land for production facilities of approximately 37,700 square feet in the U.A.E. is leased until July 2032.
|
•
|
Office space of approximately 6,000 square feet in Virginia is leased through August 31, 2015
.
|
|
Operating Leases
|
Capital Leases
|
||
2015
|
$1,707
|
$783
|
||
2016
|
1,389
|
|
746
|
|
2017
|
1,287
|
|
254
|
|
2018
|
1,247
|
|
120
|
|
2019
|
1,187
|
|
124
|
|
Thereafter
|
13,510
|
|
14
|
|
Subtotal
|
20,327
|
|
2,041
|
|
Less Amount representing interest
|
|
135
|
|
|
Future minimum lease payments
|
$20,327
|
$1,906
|
Income (loss) from continuing operations
|
2014
|
|
2013
|
|
Domestic
|
($2,226)
|
($7,485)
|
||
Foreign
|
5,549
|
|
19,785
|
|
Total
|
$3,323
|
$12,300
|
|
2014
|
|
2013
|
|
||
Tax benefit at federal statutory rate
|
$1,130
|
$4,182
|
||||
Domestic valuation allowance
|
1,778
|
|
—
|
|
||
Valuation allowance for state NOLs
|
119
|
|
—
|
|
||
Differences in foreign tax rate
|
455
|
|
(3,049
|
)
|
||
Foreign tax credit
|
(793
|
)
|
—
|
|
||
Research tax credit
|
(29
|
)
|
—
|
|
||
Repatriation
|
847
|
|
—
|
|
||
Valuation allowance for foreign NOLs
|
15
|
|
(1,209
|
)
|
||
Nontaxable income from the Canadian joint venture
|
(666
|
)
|
(179
|
)
|
||
State taxes, net of federal benefit
|
(62
|
)
|
(192
|
)
|
||
All other, net expense
|
447
|
|
(46
|
)
|
||
Total
|
|
$3,241
|
|
|
($493
|
)
|
Components of deferred income tax assets
|
2014
|
|
2013
|
|
U.S. Federal NOL carryforward
|
$3,156
|
$2,298
|
||
Non-qualified deferred compensation
|
2,363
|
|
2,358
|
|
Research tax credit
|
2,032
|
|
1,965
|
|
Foreign NOL carryforward
|
483
|
|
1,004
|
|
Foreign tax credit
|
2,088
|
|
1,294
|
|
Stock compensation
|
1,033
|
|
1,162
|
|
Other accruals not yet deducted
|
901
|
|
581
|
|
State NOL carryforward
|
1,291
|
|
1,173
|
|
Accrued commissions and incentives
|
584
|
|
814
|
|
Accrued pension
|
735
|
|
182
|
|
Inventory valuation allowance
|
430
|
|
413
|
|
Other
|
561
|
|
217
|
|
Inventory uniform capitalization
|
94
|
|
102
|
|
Deferred tax assets, gross
|
15,751
|
|
13,563
|
|
Valuation allowance
|
(14,201
|
)
|
(11,591
|
)
|
Total deferred tax assets, net of valuation allowances
|
$1,550
|
$1,972
|
||
|
|
|
||
Components of the deferred income tax liability
|
|
|
||
Depreciation
|
$851
|
$963
|
||
Foreign subsidiaries unremitted earnings
|
863
|
|
—
|
|
Prepaid
|
310
|
|
231
|
|
Total deferred tax liabilities
|
$2,024
|
$1,194
|
||
|
|
|
||
Deferred tax asset, net
|
$(474)
|
$778
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Long-term assets
|
$0
|
$1,667
|
||
Long-term liability
|
309
|
|
—
|
|
Current liabilities
|
165
|
|
889
|
|
Total deferred tax assets, net of valuation allowances
|
$(474)
|
$778
|
|
2014
|
|
2013
|
|
Balance at beginning of the year
|
$1,358
|
$1,373
|
||
Increases in positions taken in a prior period
|
17
|
|
—
|
|
Increases in positions taken in a current period
|
—
|
|
11
|
|
Decreases due to lapse of statute of limitations
|
(42
|
)
|
(26
|
)
|
Decreases due to settlements
|
(45
|
)
|
—
|
|
Balance at end of the year
|
$1,288
|
$1,358
|
Level 1 market value of plan assets
|
2014
|
|
2013
|
Equity securities
|
$3,795
|
$3,340
|
|
U.S. bond market
|
2,033
|
2,453
|
|
Real estate securities
|
—
|
|
149
|
Subtotal
|
5,828
|
5,942
|
|
Level 2 significant other observable inputs
|
|
|
|
Money market fund
|
340
|
409
|
|
Total
|
$6,168
|
$6,351
|
|
||||
Reconciliation of benefit obligations, plan assets and funded status of plan
|
2014
|
|
2013
|
|
Accumulated benefit obligations
|
|
|
||
Vested benefits
|
$7,626
|
$6,243
|
||
Accumulated benefits
|
$8,129
|
$6,827
|
||
|
|
|
||
Change in benefit obligation
|
|
|
||
Benefit obligation - beginning of year
|
$6,827
|
$7,240
|
||
Service cost
|
—
|
|
78
|
|
Interest cost
|
299
|
|
293
|
|
Actuarial (gain) loss
|
1,249
|
|
(539
|
)
|
Benefits paid
|
(246
|
)
|
(245
|
)
|
Benefit obligation - end of year
|
$8,129
|
$6,827
|
||
|
|
|
||
Change in plan assets
|
|
|
||
Fair value of plan assets - beginning of year
|
$6,351
|
$6,065
|
||
Actual gain on plan assets
|
63
|
|
531
|
|
Benefits paid
|
(246
|
)
|
(245
|
)
|
Fair value of plan assets - end of year
|
$6,168
|
$6,351
|
||
|
|
|
||
Unfunded status
|
$(1,961)
|
$(476)
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Current assets
|
$352
|
$335
|
||
Other assets
|
1,163
|
|
1,038
|
|
Other long-term liabilities
|
(3,476
|
)
|
(1,849
|
)
|
Net amount recognized
|
$(1,961)
|
$(476)
|
||
|
|
|
||
Amounts recognized in accumulated other comprehensive loss
|
|
|
||
Unrecognized actuarial loss
|
$3,124
|
$1,513
|
||
Net amount recognized
|
$3,124
|
$1,513
|
Weighted-average assumptions used to determine net cost and benefit obligations
|
2014
|
|
2013
|
|
End of year benefit obligation
|
3.35
|
%
|
4.50
|
%
|
Service cost discount rate *
|
4.50
|
%
|
4.50
|
%
|
Expected return on plan assets
|
8.00
|
%
|
8.00
|
%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
Components of net periodic benefit cost
|
2014
|
|
2013
|
|
Service cost
|
|
$—
|
|
$78
|
Interest cost
|
299
|
|
293
|
|
Expected return on plan assets
|
(494)
|
(483)
|
||
Amortization of prior service cost
|
—
|
|
21
|
|
Recognized actuarial loss
|
69
|
105
|
||
Curtailment cost
|
—
|
|
252
|
|
Net periodic benefit (income) cost
|
($126)
|
$266
|
Amounts recognized in other comprehensive income
|
|
|
||
Actuarial (loss) gain on obligation
|
($1,249)
|
$539
|
||
Actual (loss) gain on plan assets
|
(362
|
)
|
153
|
|
Reclassify prior service cost
|
—
|
|
21
|
|
Total in other comprehensive (loss) income
|
($1,611)
|
$713
|
||
Other comprehensive income is also affected by the tax effect of the valuation allowance recorded on the domestic deferred tax assets.
|
|
|
Deferred compensation liability
|
2014
|
|
2013
|
|
Current
|
$189
|
$189
|
||
Long-term
|
6,560
|
|
6,509
|
|
Total
|
$6,749
|
$6,698
|
||
|
|
|
||
Deferred compensation expense
|
$619
|
$519
|
•
|
Assets contributed to the multi-employer plans by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
2014
|
|
2013
|
|
||
Stock-based compensation (benefit) expense
|
|
($114
|
)
|
|
$127
|
|
Restricted stock based compensation expense
|
|
$82
|
|
|
$386
|
|
1.
|
risk-free interest rate - an estimate based on the "Market yield on U.S. Treasury securities at the rate for the period described in assumption 3 below, quoted on investment basis" for the end of week closest to the stock option grant date, from the Federal Reserve website;
|
2.
|
expected volatility - an estimate based on the historical volatility of MFRI common stock's weekly closing stock price for the expected life ; and
|
3.
|
expected life of the option - an estimate based on historical experience including the effect of employee terminations.
|
|
|
2014
|
|
2013
|
|
1.
|
Risk-free interest rate
|
.74%-1.77%
|
|
.74%-2.82%
|
|
2.
|
Expected volatility
|
40.88%-59.39%
|
|
42.12%-65.54%
|
|
3.
|
Expected life in years
|
4.9 to 5.1
|
|
4.9 to 5.7
|
|
4.
|
Dividend yield
|
—
|
|
—
|
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual term
|
Aggregate intrinsic value
|
|
Outstanding at January 31, 2013
|
969
|
|
$10.77
|
6.6
|
$40
|
||
|
|
|
|
|
|||
Granted
|
103
|
|
10.55
|
|
|
|
|
Exercised
|
(223
|
)
|
7.11
|
|
|
1,082
|
|
Expired or forfeited
|
(73
|
)
|
11.90
|
|
|
|
|
Outstanding at January 31, 2014
|
776
|
|
11.69
|
|
6.1
|
3,859
|
|
|
|
|
|
|
|||
Options exercisable at January 31, 2014
|
513
|
|
$13.43
|
4.8
|
2,226
|
|
|
|
|
|
|
|
|||
Granted
|
97
|
|
12.41
|
|
|
|
|
Exercised
|
(45
|
)
|
7.27
|
|
|
194
|
|
Expired or forfeited
|
(64
|
)
|
18.92
|
|
|
|
|
Outstanding at January 31, 2015
|
764
|
|
11.45
|
|
5.7
|
—
|
|
|
|
|
|
|
|||
Options exercisable at January 31, 2015
|
532
|
|
$12.04
|
4.5
|
$0
|
Unvested options outstanding
|
Options
|
|
Weighted-average grant date fair value
|
|
Aggregate intrinsic value
|
Outstanding at January 31, 2014
|
263
|
|
$6.91
|
$4
|
|
Granted
|
97
|
|
12.41
|
|
|
Vested
|
(115
|
)
|
|
|
|
Expired or forfeited
|
(13
|
)
|
8.59
|
|
|
Outstanding at January 31, 2015
|
232
|
|
$10.11
|
$0
|
|
Restricted shares
|
|
Weighted average grant price
|
|
Aggregate intrinsic value
|
|
||
Outstanding at January 31, 2013
|
—
|
|
|
$—
|
|
|
$—
|
|
Granted
|
52
|
|
11.24
|
|
|
|||
Issued
|
(21
|
)
|
|
|
||||
Forfeited
|
(2
|
)
|
11.25
|
|
|
|||
Outstanding at January 31, 2014
|
29
|
|
|
$14.52
|
|
|
$419
|
|
|
|
|
|
|||||
Granted
|
12
|
|
|
|
||||
Issued
|
(8
|
)
|
|
|
||||
Forfeited
|
—
|
|
|
|
||||
Outstanding at January 31, 2015
|
33
|
|
|
$10.00
|
|
|
$334
|
|
|
2014
|
|
2013
|
|
Interest expense
|
$1,372
|
$1,855
|
||
Interest income
|
(529
|
)
|
(544
|
)
|
Interest expense, net
|
$843
|
$1,311
|
|
Balance at beginning of period
|
Charged to costs and expenses
|
Deductions from reserves (1)
|
Charged to other accounts (2)
|
Balance at end of period
|
|
|
|
|
|
|
Year Ended January 31, 2015
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$194
|
$28
|
$126
|
$14
|
$110
|
|
|
|
|
|
|
Year Ended January 31, 2014
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$290
|
$128
|
$228
|
$4
|
$194
|
|
|
|
|
|
|
Date:
|
April 16, 2015
|
/s/ Bradley E. Mautner
|
|
|
Bradley E. Mautner
|
|
|
Director, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
BRADLEY E. MAUTNER*
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
))
|
|
|
|
|
)
|
|
|
KARL J. SCHMIDT*
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
)
)
|
April 16, 2015
|
|
|
|
)
|
|
|
DAVID UNGER*
|
Director and Chairman of the Board of Directors
|
)
|
|
|
|
|
)
|
|
|
DENNIS KESSLER*
|
Director
|
)
|
|
|
|
|
)
|
|
|
MICHAEL J. GADE*
|
Director
|
)
|
|
|
|
|
)
|
|
|
MARK A. ZORKO*
|
Director
|
)
|
|
|
|
|
)
|
|
|
DAVID S. BARRIE*
|
Director
|
)
|
|
|
|
|
)
|
|
|
JEROME T. WALKER*
|
Director
|
)
|
|
|
|
|
|
|
|
*By:
|
/s/ Bradley E. Mautner
|
Individually and as Attorney in Fact
|
|
|
|
Bradley E. Mautner
|
|
|
|
Exhibit No.
|
|
Description and Location
|
|
3(i)
|
|
|
Certificate of Incorporation of MFRI, Inc. [Incorporated by reference to Exhibit 3.3 to Registration Statement No. 33-70298]
|
3(ii)
|
|
|
Second Amended and Restated By-Laws of MFRI, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 4, 2013]
|
4(a)
|
|
|
Specimen Common Stock Certificate [Incorporated by reference to Exhibit 4 to Registration Statement No. 33-70794]
|
4(b)
|
|
|
Rights Agreement [Incorporated by reference to Exhibit 4.1 of the Company's [Current Report
on Form 8-K filed on September 24, 1999]
|
4(c)
|
|
|
Amendment to Rights Agreement [Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on September 17, 2009]
|
10(a)
|
|
|
1994 Stock Option Plan [Incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994] *
|
10(b)
|
|
|
2001 Independent Directors Stock Option Plan, [Incorporated by reference to Exhibit (d)(5) to the Company's Schedule TO filed on May 25, 2001] *
|
10(c)
|
|
|
Form of Directors and Officers Indemnification Agreement [Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2006 filed on May 15, 2006] *
|
10(d)
|
|
|
MFRI 2004 Stock Incentive Plan [Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004] *
|
10(e)
|
|
|
Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated April 30, 2012 [Incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q filed on June 11, 2012]
|
10(f)
|
|
|
First Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated June 8,2012
|
10(g)
|
|
|
Second Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated October 12, 2012
|
10(h)
|
|
|
Third Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated March 15,2013
|
10(i)
|
|
|
Fourth Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated April 25, 2013 [Incorporated by reference to Exhibit 10(1) to the Company's Annual Report on Form 10-K filed for the fiscal year ended January 31, 2013 on May 2, 2013]
|
10(j)
|
|
|
Fifth Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated June 7, 2013 [Incorporated by reference to Exhibit 10(l)to the Company's Quarterly Report on Form10-Q filed on September 12, 2013]
|
10(k)
|
|
|
Sixth Amendment to Second Amended and Restated Loan and Security Agreement between the Company and Bank of America dated July 29, 2013 [Incorporated by reference to Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q filed on September 12, 2013]
|
10(l)
|
|
|
Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated September 24, 2014 [Incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q filed on December 9, 2014]
|
10(m)
|
|
|
First Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated February 5, 2015
|
10(n)
|
|
|
Code of Conduct [Incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004]
|
10(o)
|
|
|
Employment agreement with Fati Elgendy dated November 12, 2007 [Incorporated by reference to DEF14A filed on May 29, 2008] *
|
10(p)
|
|
|
First Amendment to Employment Agreement with Fati Elgendy dated March 19, 2014 [Incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2014 filed on April 15, 2014] *
|
10(q)
|
|
|
2009 Non-Employee Directors Stock Option Plan [Incorporated by reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed on April 19, 2010] *
|
10(r)
|
|
|
Deferred Stock Purchase Plan [Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Forms S-8 File No. 333-186055, effective January 16, 2013] *
|
Exhibit No.
|
|
Description and Location
|
|
10(s)
|
|
|
2013 Omnibus Stock Incentive Plan as Amended June 14, 2013 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 14, 2013] *
|
21
|
|
|
Subsidiaries of MFRI, Inc.
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP
|
24
|
|
|
Power of Attorney executed by directors and officers of the Company
|
31
|
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
(1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
|
|
Section 1350 Certifications
(1) Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(2) Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
|
XBRL Instance
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition
|
101.LAB
|
|
|
XBRL Taxonomy Extension Labels
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation
|
|
|
MFRI, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
MIDWESCO FILTER RESOURCES, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
PERMA‑PIPE, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
TC NILES, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
TDC FILTER MANUFACTURING, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
MM NILES, INC.
By:
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
PERMA‑PIPE CANADA, INC.
By: /s/
Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
BMO Harris Bank, N.A.
,
By:
/s/ Terrance McKenna Jr.
|
|
|
Name: Terrance McKenna Jr.
|
|
|
Title: Vice President
|
|
|
|
/s/ Bradley E. Mautner
Bradley E. Mautner
, Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
/s/ Dennis Kessler
Dennis Kessler
, Director
|
/s/ Karl J. Schmidt
Karl J. Schmidt
, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
/s/ Michael J. Gade
Michael J. Gade
, Director
|
/s/ David Unger
David Unger
, Director and Chairman of the Board of Directors
|
|
/s/ Mark A. Zorko
Mark A. Zorko
, Director
|
|
|
|
|
|
/s/ David S. Barrie
David S. Barrie
, Director
|
|
|
|
|
|
/s/ Jerome T. Walker
Jerome T. Walker
, Director
|
1.
|
I have reviewed this annual report on Form 10-K of MFRI, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Bradley E. Mautner
|
1.
|
I have reviewed this annual report on Form 10-K of MFRI, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Karl J. Schmidt
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
|
|
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Bradley E. Mautner
|
/s/ Karl J. Schmidt
|