x
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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)
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(I.R.S. Employer Identification No.)
|
6410 W. Howard Street, Niles, Illinois
|
60714
|
(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
|
The NASDAQ Stock Market LLC
|
Item
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Page
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1.
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Products and Services
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1A.
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1B.
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2.
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3.
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4.
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5.
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6.
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7.
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7A.
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||
8.
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9.
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9A.
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9B.
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10.
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11.
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12.
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13.
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14.
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15.
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•
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the Company’s ability to effectively execute its strategic plan and achieve profitability and positive cash flows;
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•
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the impacts of global economic weakness and volatility;
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•
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fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products;
|
•
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the timing of orders for the Company’s products;
|
•
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decreases in United States government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds;
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•
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the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts;
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•
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fluctuations in crude oil and natural gas prices;
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•
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risks and uncertainties related to the Company’s international business operations;
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•
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the Company’s ability to repay its debt, refinance its current expiring United States credit agreement, and renew expiring international credit facilities;
|
•
|
aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates;
|
•
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the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers;
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•
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the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company;
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•
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reductions or cancellations of orders included in the Company’s backlog;
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•
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the Company’s ability to attract and retain senior management and key personnel;
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•
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the Company’s ability to achieve the expected benefits of its growth initiatives;
|
•
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reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s percentage-of-completion revenue recognition;
|
•
|
the Company’s failure to establish and maintain effective internal control over financial reporting; and
|
•
|
the impact of cybersecurity threats on the Company’s information technology systems.
|
Perma-Pipe, Inc.
|
Perma-Pipe Middle East FZC
|
Niles, IL
|
Fujairah, United Arab Emirates
|
New Iberia, LA
|
Perma-Pipe Saudi Arabia, LLC
|
Lebanon, TN
|
Dammam, Kingdom of Saudi Arabia
|
Perma-Pipe Canada, Ltd.
|
Perma-Pipe India Pvt. Ltd
|
Camrose, Alberta, Canada
|
Gandhidham, India
|
(In thousands)
|
2017
|
2016
|
||
Net sales
|
|
|
||
United States
|
$42,648
|
$42,048
|
||
Canada
|
31,206
|
|
25,915
|
|
Middle East
|
26,322
|
|
28,009
|
|
India
|
1,317
|
|
2,360
|
|
Other
|
3,755
|
|
513
|
|
Total net sales
|
$105,248
|
$98,845
|
Name
|
Offices and Positions; Age
|
Executive officer of the Company since
|
David J. Mansfield
|
Director, President and Chief Executive Officer; Age 57
|
2016
|
|
|
|
Karl J. Schmidt
|
Vice President and Chief Financial Officer; Age 64
|
2013
|
|
|
|
Wayne Bosch
|
Vice President, Chief Human Resources Officer; Age 61
|
2013
|
•
|
the level of consumer demand;
|
•
|
domestic and worldwide supplies of crude oil and natural gas;
|
•
|
domestic and international drilling activity;
|
•
|
the actions of other crude oil exporting nations and the Organization of Petroleum Exporting Countries;
|
•
|
worldwide economic and political conditions, including political instability or armed conflict in oil and gas producing regions; and
|
•
|
the price and availability of, and demand for, competing energy sources, including alternative energy sources.
|
•
|
incurring additional debt;
|
•
|
entering into transactions with affiliates;
|
•
|
making investments or other restricted payments;
|
•
|
repurchase of Company's shares;
|
•
|
payment of dividends, capital returns, repayment of intercompany obligations and other forms of repatriation; and
|
•
|
creating liens.
|
•
|
strain on working capital;
|
•
|
diversion of management's attention away 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.
|
Location
|
Leased or Owned
|
Size
|
Illinois
|
Leased production facilities and office space
|
31,650 square feet
|
Louisiana
|
Owned production facilities and leased land
|
30,000 square feet on approximately 7 acres
|
Tennessee
|
Owned production facilities and office space
|
131,800 square feet on approximately 23.5 acres
|
Canada
|
Owned production facilities with office space on owned land, leased land and leased office space
|
102,980 square feet on approximately 138 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
|
89,000 square feet on approximately 11 acres
|
United Arab Emirates
|
Leased office space and production facilities on leased land
|
180,000 square feet on approximately 16 acres
|
|
High
|
|
Low
|
|
Fiscal 2017
|
|
|
||
Fourth Quarter
|
$9.31
|
$8.25
|
||
Third Quarter
|
8.95
|
|
7.60
|
|
Second Quarter
|
8.05
|
|
7.50
|
|
First Quarter
|
9.00
|
|
7.25
|
|
Fiscal 2016
|
|
|
||
Fourth Quarter
|
9.23
|
|
7.65
|
|
Third Quarter
|
8.15
|
|
7.42
|
|
Second Quarter
|
7.90
|
|
6.70
|
|
First Quarter
|
7.74
|
|
6.98
|
|
|
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
|
358,375
|
$9.44
|
428,202
|
($ in thousands)
|
2017
|
|
2016
|
|
% Favorable (Unfavorable)
|
|
Net sales
|
$105,248
|
$98,845
|
6.5
|
%
|
||
|
|
|
|
|||
Gross profit
|
11,742
|
11,716
|
0.2
|
%
|
||
Percentage of net sales
|
11.2
|
%
|
11.9
|
%
|
|
|
|
|
|
|
|||
General and administrative expenses
|
16,214
|
17,579
|
7.8
|
%
|
||
Percentage of net sales
|
15.4
|
%
|
17.8
|
%
|
|
|
|
|
|
|
|||
Selling expense
|
5,040
|
5,721
|
11.9
|
%
|
||
Percentage of net sales
|
4.8
|
%
|
5.8
|
%
|
|
|
|
|
|
|
|||
Loss on consolidation of joint venture
|
—
|
|
(1,620
|
)
|
100.0
|
%
|
|
|
|
|
|||
Interest expense, net
|
697
|
|
569
|
|
(22.5
|
)%
|
Loss from continuing operations before income taxes
|
(10,209
|
)
|
(13,773
|
)
|
25.9
|
%
|
•
|
increased coating volume from distributors in Canada;
|
•
|
decreased selling, general and administrative expenses due to operational realignment.
|
($ in thousands)
|
|
Year Ending January 31,
|
|
|||||||||||||||||
Contractual obligations
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
Revolving line
North America
(1)
|
$7,273
|
|
$7,273
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
Mortgages (2)
|
12,111
|
|
743
|
|
730
|
|
717
|
|
703
|
|
690
|
|
8,528
|
|
||||||
Revolving line foreign (3)
|
130
|
|
130
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Subtotal
|
19,514
|
|
8,146
|
|
730
|
|
717
|
|
703
|
|
690
|
|
8,528
|
|
||||||
Capitalized lease obligations
|
946
|
|
323
|
|
257
|
|
255
|
|
89
|
|
22
|
|
—
|
|
||||||
Operating lease obligations (4)
|
16,259
|
|
1,884
|
|
1,628
|
|
1,536
|
|
1,494
|
|
1,468
|
|
8,249
|
|
||||||
Employment agreements (5)
|
1,300
|
|
168
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,132
|
|
||||||
Contractual obligations of discontinued operations (6)
|
137
|
|
137
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Uncertain tax position obligations (7)
|
118
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
118
|
|
||||||
Total
|
$38,274
|
$10,658
|
$2,615
|
$2,508
|
$2,286
|
$2,180
|
$18,027
|
(1)
|
Interest obligations exclude floating rate interest on debt payable under the North American revolving line of credit. Based on the amount of such debt on
January 31, 2018
, and the weighted average interest rate of
4.65%
on that debt, such interest was being incurred at an annual rate of approximately $0.2 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)
|
Refer to the index for a description of compensation and separation plans.
|
(6)
|
Included payments for other liabilities included in discontinued operations.
|
(7)
|
Refer to Note 10 - Income taxes,
in the Notes to Consolidated Financial Statements
for a description of the uncertain tax position obligations.
|
•
|
Expanded the training of employees in financial technical accounting, reporting and disclosure-related positions;
|
•
|
Reinforced the importance of a strong control environment, to emphasize the technical requirements for controls that are designed, implemented and operating effectively and to set the appropriate expectations on internal controls through establishing the related policies and procedures;
|
•
|
Reviewed the categories that are underlying the calculations related to stock-based compensation, and revise procedures for the calculation and review of effects from vested, forfeited and expired options;
|
•
|
Implemented a catalog of key accounting rules that have been applied during the quarter. In the reviews of any major journal entries for non-standard operational accounting matters, this catalog will be used as a checklist to validate that the required accounting treatment is applied and disclosures are made accordingly. Management will evaluate whether the accounting treatment follows the current rules in the catalog and will decide whether outside firm expertise is warranted in such a review; and
|
•
|
Management validated and update the catalog quarterly for any changes resulting from changed or newly pronounced accounting rules.
|
(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)
|
2018
|
|
2017
|
|
|
|
|
||
Net sales
|
$105,248
|
$98,845
|
||
Cost of sales
|
93,506
|
|
87,129
|
|
Gross profit
|
11,742
|
|
11,716
|
|
|
|
|
||
Operating expenses:
|
|
|
||
General and administrative expense
|
16,214
|
|
17,579
|
|
Selling expense
|
5,040
|
|
5,721
|
|
Total operating expenses
|
21,254
|
|
23,300
|
|
|
|
|
||
Loss from operations
|
(9,512
|
)
|
(11,584
|
)
|
|
|
|
||
Loss on consolidation of joint venture
|
—
|
|
(1,620
|
)
|
|
|
|
||
Interest expense, net
|
697
|
|
569
|
|
Loss from continuing operations before income taxes
|
(10,209
|
)
|
(13,773
|
)
|
|
|
|
||
Income tax benefit
|
(233
|
)
|
(611
|
)
|
|
|
|
||
Loss from continuing operations
|
(9,976
|
)
|
(13,162
|
)
|
|
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
688
|
|
|
|
|
||
Net loss
|
($9,976)
|
($12,474)
|
||
|
|
|
||
Weighted average common shares outstanding
|
|
|
||
Basic and diluted
|
7,680
|
|
7,488
|
|
|
|
|
||
Loss per share from continuing operations
|
|
|
||
Basic and diluted
|
($1.30)
|
($1.76)
|
||
Earnings per share from discontinued operations
|
|
|
||
Basic and diluted
|
$0.00
|
$0.09
|
||
Loss per share
|
|
|
||
Basic and diluted
|
($1.30)
|
($1.67)
|
|
Twelve months ended January 31,
|
|||
(In thousands)
|
2018
|
|
2017
|
|
|
|
|
||
Net loss
|
($9,976)
|
($12,474)
|
||
|
|
|
||
Other comprehensive income (loss)
|
|
|
||
Currency translation adjustments, net of tax
|
1,185
|
|
818
|
|
Minimum pension liability adjustment, net of tax
|
165
|
|
423
|
|
Realized/unrealized gain/(loss) on marketable security, net of tax
|
(92
|
)
|
15
|
|
Other comprehensive income
|
1,258
|
|
1,256
|
|
|
|
|
||
Comprehensive loss
|
($8,718)
|
($11,218)
|
|
January 31,
|
|||
(In thousands, except per share data)
|
2018
|
2017
|
||
ASSETS
|
|
|
||
Current assets
|
|
|
||
Cash and cash equivalents
|
$7,084
|
$7,603
|
||
Restricted cash
|
1,237
|
|
1,098
|
|
Trade accounts receivable, less allowance for doubtful accounts of $469 on January 31, 2018 and $305 on January 31, 2017
|
32,936
|
|
31,271
|
|
Inventories
|
16,856
|
|
13,565
|
|
Assets of discontinued operations
|
—
|
|
25
|
|
Prepaid expenses and other current assets
|
2,703
|
|
2,171
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
1,502
|
|
2,091
|
|
Total current assets
|
62,318
|
|
57,824
|
|
Property, plant and equipment, net of accumulated depreciation
|
34,509
|
|
36,275
|
|
Other assets
|
|
|
||
Deferred tax assets
|
391
|
|
147
|
|
Goodwill
|
2,423
|
|
2,279
|
|
Other assets
|
4,943
|
|
5,086
|
|
Total other assets
|
7,757
|
|
7,512
|
|
Total assets
|
$104,584
|
$101,611
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||
Current liabilities
|
|
|
||
Trade accounts payable
|
$14,186
|
$10,901
|
||
Commissions and management incentives payable
|
787
|
|
1,845
|
|
Accrued compensation and payroll taxes
|
1,580
|
|
2,188
|
|
Revolving line North America
|
7,273
|
|
3,813
|
|
Current maturities of long-term debt
|
753
|
|
658
|
|
Customers' deposits
|
5,236
|
|
2,640
|
|
Liabilities of discontinued operations
|
137
|
|
199
|
|
Outside commission liability
|
1,800
|
|
1,612
|
|
Other accrued liabilities
|
4,122
|
|
2,360
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,967
|
|
1,100
|
|
Income tax payable
|
1,339
|
|
684
|
|
Total current liabilities
|
39,180
|
|
28,000
|
|
Long-term liabilities
|
|
|
||
Long-term debt, less current maturities
|
7,728
|
|
7,258
|
|
Deferred compensation liabilities
|
4,098
|
|
4,571
|
|
Deferred tax liabilities
|
1,242
|
|
1,829
|
|
Other long-term liabilities
|
524
|
|
540
|
|
Total long-term liabilities
|
13,592
|
|
14,198
|
|
Stockholders' equity
|
|
|
||
Common stock, $.01 par value, authorized 50,000 shares; 7,717 issued and outstanding January 31, 2018 and 7,595 issued and outstanding January 31, 2017
|
77
|
|
76
|
|
Additional paid-in capital
|
56,304
|
|
55,358
|
|
Treasury Stock; 0 shares on January 31, 2018 and 27 shares on January 31, 2017
|
—
|
|
(170
|
)
|
(Accumulated deficit) retained earnings
|
(3,103
|
)
|
6,873
|
|
Accumulated other comprehensive loss
|
(1,466
|
)
|
(2,724
|
)
|
Total stockholders' equity
|
51,812
|
|
59,413
|
|
Total liabilities and stockholders' equity
|
$104,584
|
$101,611
|
(In thousands, except share data)
|
Common Stock
|
Additional Paid-in Capital
|
Treasury Stock
|
Retained Earnings (Accumulated Deficit)
|
Accumulated Other Comp. Income (Loss)
|
Total Stockholders' Equity
|
|||||||
Total stockholders' equity on January 31, 2016
|
$74
|
$53,877
|
($290)
|
$19,347
|
($3,980)
|
$69,028
|
|||||||
|
|
|
|
|
|
|
|||||||
Net loss
|
|
|
|
(12,474
|
)
|
|
(12,474
|
)
|
|||||
Common stock issued under stock plans, net of shares used for tax withholding
|
2
|
|
296
|
|
120
|
|
|
|
418
|
|
|||
Stock-based compensation expense
|
|
1,185
|
|
|
|
|
1,185
|
|
|||||
Pension liability adjustment
|
|
|
|
|
831
|
|
831
|
|
|||||
Marketable security
|
|
|
|
|
24
|
|
24
|
|
|||||
Foreign currency translation adjustment
|
|
|
|
|
799
|
|
799
|
|
|||||
Tax expense on above items
|
|
|
|
|
(398
|
)
|
(398
|
)
|
|||||
Total stockholders' equity on January 31, 2017
|
$76
|
$55,358
|
($170)
|
$6,873
|
($2,724)
|
$59,413
|
|||||||
|
|
|
|
|
|
|
|||||||
Net loss
|
|
|
|
(9,976
|
)
|
|
(9,976
|
)
|
|||||
Common stock issued under stock plans, net of shares used for tax withholding
|
1
|
|
(215
|
)
|
170
|
|
|
|
(44
|
)
|
|||
Stock-based compensation expense
|
|
1,161
|
|
|
|
|
1,161
|
|
|||||
Pension liability adjustment
|
|
|
|
|
165
|
|
165
|
|
|||||
Marketable security
|
|
|
|
|
(142
|
)
|
(142
|
)
|
|||||
Foreign currency translation adjustment
|
|
|
|
|
1,141
|
|
1,141
|
|
|||||
Tax benefit on above items
|
|
|
|
|
94
|
94
|
|||||||
Total stockholders' equity on January 31, 2018
|
$77
|
$56,304
|
$0
|
($3,103)
|
($1,466)
|
$51,812
|
|
Twelve months ended January 31,
|
|||||
(In thousands)
|
2018
|
2017
|
||||
Operating activities
|
|
|
||||
Net loss
|
($9,976)
|
($12,474)
|
||||
Adjustments to reconcile net loss to net cash flows used in operating activities
|
|
|
||||
Depreciation and amortization
|
5,031
|
|
5,521
|
|
||
Loss on consolidation of joint venture
|
—
|
|
1,620
|
|
||
Gain
on disposal of subsidiary
|
(166
|
)
|
(127
|
)
|
||
Deferred tax benefit
|
(958
|
)
|
(33
|
)
|
||
Stock-based compensation expense
|
1,447
|
|
1,446
|
|
||
Cash surrender value on life insurance policies
|
—
|
|
(135
|
)
|
||
Provision on uncollectible accounts
|
15
|
|
657
|
|
||
Loss (gain) on disposal of fixed assets
|
219
|
|
(292
|
)
|
||
Gain on sale of marketable securities
|
(142
|
)
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
||||
Accounts payable
|
4,551
|
|
(1,917
|
)
|
||
Accrued compensation and payroll taxes
|
(1,780
|
)
|
(9,227
|
)
|
||
Inventories
|
(3,274
|
)
|
5,452
|
|
||
Customers' deposits
|
2,596
|
|
(2,303
|
)
|
||
Income taxes receivable and payable
|
(75
|
)
|
(128
|
)
|
||
Prepaid expenses and other current assets
|
(471
|
)
|
(997
|
)
|
||
Accounts receivable
|
(1,076
|
)
|
13,698
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
1,455
|
|
296
|
|
||
Other assets and liabilities
|
762
|
|
(6,514
|
)
|
||
Net cash used in operating activities
|
(1,842
|
)
|
(5,457
|
)
|
||
Investing activities
|
|
|
||||
Net proceeds from sale of discontinued operations
|
—
|
|
9,606
|
|
||
Capital expenditures
|
(2,532
|
)
|
(2,257
|
)
|
||
Proceeds from sale of marketable securities
|
142
|
|
—
|
|
||
Acquisition of interest in subsidiary, net of cash acquired
|
—
|
|
(4,672
|
)
|
||
Proceeds from surrender of corporate-owned life insurance policies
|
—
|
|
3,185
|
|
||
Proceeds from sales of property and equipment
|
1
|
|
4,356
|
|
||
Net cash (used in) provided by investing activities
|
(2,389
|
)
|
10,218
|
|
||
Financing activities
|
|
|
||||
Proceeds from revolving lines
|
40,485
|
|
40,033
|
|
||
Proceeds from debt
|
—
|
|
6,059
|
|
||
Payments of debt on revolving lines
|
(37,354
|
)
|
(49,303
|
)
|
||
Payments of other debt
|
(211
|
)
|
(10,151
|
)
|
||
Increase (decrease) in drafts payable
|
34
|
|
(323
|
)
|
||
Proceeds (payments) on capitalized lease obligations
|
546
|
|
(1,677
|
)
|
||
Release of treasury stock
|
170
|
|
120
|
|
||
Stock options exercised and restricted shares issued
|
(214
|
)
|
297
|
|
||
Net cash provided by (used in) financing activities
|
3,456
|
|
(14,945
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
395
|
|
(70
|
)
|
||
Net decrease
in cash, cash equivalents and restricted cash
|
(380
|
)
|
(10,254
|
)
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
8,701
|
|
18,955
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
|
$8,321
|
|
|
$8,701
|
|
Supplemental cash flow information
|
|
|
||||
Interest paid
|
$804
|
$773
|
||||
Income taxes paid
|
1,080
|
|
1,381
|
|
||
Fixed assets acquired under capital leases
|
841
|
|
8
|
|
||
Funds held in escrow related to the sale of Filtration assets
|
—
|
|
502
|
|
(In thousands)
|
2017
|
2016
|
||
Net sales
|
|
|
||
United States
|
$42,648
|
$42,048
|
||
Canada
|
31,206
|
|
25,915
|
|
Middle East
|
26,322
|
|
28,009
|
|
India
|
1,317
|
|
2,360
|
|
Other
|
3,755
|
|
513
|
|
Total net sales
|
$105,248
|
$98,845
|
||
|
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
|
|
||
United States
|
$11,307
|
$11,747
|
||
Canada
|
13,868
|
13,276
|
||
Middle East
|
9,119
|
10,987
|
||
India
|
215
|
265
|
||
Total
|
$34,509
|
$36,275
|
(In thousands)
|
2017
|
|
2016
|
|
||
Cash and cash equivalents
|
|
$7,084
|
|
|
$7,603
|
|
Restricted cash
|
1,237
|
|
1,098
|
|
||
Cash, cash equivalents and restricted cash shown in the statement of cash flows
|
|
$8,321
|
|
|
$8,701
|
|
(In thousands)
|
2017
|
2016
|
||||
Equity adjustment foreign currency, gross
|
|
($268
|
)
|
|
($1,409
|
)
|
Minimum pension liability, gross
|
(1,307)
|
(1,472)
|
||||
Marketable security, gross
|
—
|
|
142
|
|
||
Subtotal excluding tax effect
|
(1,575)
|
(2,739)
|
||||
Tax effect of foreign exchange currency
|
(6)
|
(50)
|
||||
Tax effect of minimum pension liability
|
115
|
115
|
||||
Tax effect of marketable security
|
—
|
|
(50)
|
|||
Total accumulated other comprehensive loss
|
($1,466)
|
($2,724)
|
(In thousands)
|
2017
|
2016
|
Raw materials
|
$17,166
|
$13,648
|
Work in process
|
291
|
1,105
|
Finished goods
|
1,024
|
836
|
Subtotal
|
18,481
|
15,589
|
Less allowance
|
1,625
|
2,024
|
Inventories
|
$16,856
|
$13,565
|
(In thousands)
|
January 31, 2017
|
Foreign exchange change effect
|
January 31, 2018
|
||||||
Goodwill
|
|
$2,279
|
|
|
$144
|
|
|
$2,423
|
|
Basic weighted average number of common shares outstanding
(in thousands)
|
2017
|
|
2016
|
|
Basic weighted average number of common shares outstanding
|
7,680
|
|
7,488
|
|
Dilutive effect of stock options, deferred stock and restricted stock units
|
—
|
|
—
|
|
Weighted average number of common shares outstanding assuming full dilution
|
7,680
|
|
7,488
|
|
|
|
|
||
Stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices
|
139
|
|
306
|
|
Canceled options during the year
|
(131
|
)
|
(159
|
)
|
Stock options with an exercise price below the average stock price
|
219
|
|
218
|
|
(In thousands)
|
As Reported
|
Adjustment
|
Revised
|
|||
Additional paid in capital
|
$53,716
|
$1,642
|
$55,358
|
|||
Retained earnings
|
8,515
|
|
(1,642
|
)
|
6,873
|
|
(In thousands)
|
As Reported
|
Adjustment
|
Revised
|
|||
General and administrative expense
|
$16,783
|
$796
|
$17,579
|
|||
Total operating expenses
|
22,504
|
|
796
|
|
23,300
|
|
Loss from operations
|
(10,788
|
)
|
(796
|
)
|
(11,584
|
)
|
Loss from continuing operations before income taxes
|
(12,977
|
)
|
(796
|
)
|
(13,773
|
)
|
Loss from continuing operations
|
(12,366
|
)
|
(796
|
)
|
(13,162
|
)
|
Net loss
|
(11,678
|
)
|
(796
|
)
|
(12,474
|
)
|
Loss per share from continuing operations
|
(1.65
|
)
|
(0.11
|
)
|
(1.76
|
)
|
Loss per share
|
(1.56
|
)
|
(0.11
|
)
|
(1.67
|
)
|
(In thousands)
|
As Reported
|
Adjustment
|
Revised
|
|||
Net loss
|
($11,678)
|
($796)
|
($12,474)
|
|||
Stock-based compensation expense
|
650
|
|
796
|
|
1,446
|
|
(In thousands)
|
2017
|
|
2016
|
|
||
Net sales
|
|
$—
|
|
|
$10,467
|
|
|
|
|
||||
Gain on disposal of discontinued operations
|
—
|
|
209
|
|
||
Income from discontinued operations
|
—
|
|
1,522
|
|
||
Income from discontinued operations before income taxes
|
—
|
|
1,731
|
|
||
Income tax expense
|
—
|
|
1,043
|
|
||
Income from discontinued operations, net of tax
|
|
$—
|
|
|
$688
|
|
|
January 31,
|
|||||
(In thousands)
|
2018
|
2017
|
||||
Current assets
|
|
|
||||
Trade accounts receivable, net
|
|
$—
|
|
|
$25
|
|
Total assets from discontinued operations
|
|
$—
|
|
|
$25
|
|
|
|
|
||||
Current liabilities
|
|
|
||||
Trade accounts payable, accrued expenses and other
|
|
$137
|
|
|
$199
|
|
Total liabilities from discontinued operations
|
|
$137
|
|
|
$199
|
|
|
January 31,
|
|||||
(In thousands)
|
2018
|
2017
|
||||
Net cash (used in) provided by discontinued operating activities
|
|
($37
|
)
|
|
$1,133
|
|
Net cash provided by discontinued investing activities
|
—
|
|
9,606
|
|
||
Net cash used in discontinued financing activities
|
—
|
|
(10,739
|
)
|
(In thousands)
|
2017
|
2016
|
Costs incurred on uncompleted contracts
|
$11,955
|
$17,015
|
Estimated earnings
|
6,336
|
16,137
|
Earned revenue
|
18,291
|
33,152
|
Less billings to date
|
18,756
|
32,161
|
Costs in excess of billings, net
|
($465)
|
$991
|
Balance sheet classification
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$1,502
|
$2,091
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(1,967)
|
(1,100)
|
Costs in excess of billings, net
|
($465)
|
$991
|
(In thousands)
|
2017
|
|
2016
|
|
Revolving line North America
|
$7,273
|
$3,813
|
||
Mortgage notes
|
7,723
|
|
7,463
|
|
Revolving lines foreign
|
123
|
|
301
|
|
Term loans
|
—
|
|
80
|
|
Capitalized lease obligations
|
846
|
|
283
|
|
Total debt
|
15,965
|
|
11,940
|
|
Unamortized debt issuance costs
|
(200
|
)
|
(165
|
)
|
Less current maturities
|
8,037
|
|
4,517
|
|
Total long-term debt
|
$7,728
|
$7,258
|
||
|
|
|
||
Current portion of long-term debt
|
$8,037
|
$4,517
|
||
Unamortized debt issuance costs
|
(11
|
)
|
(46
|
)
|
Total short-term debt
|
$8,026
|
$4,471
|
(In thousands)
|
Total
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
||||||
Revolving line North America
|
$7,273
|
|
$7,273
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
Mortgages
|
7,723
|
367
|
372
|
377
|
383
|
389
|
5,835
|
||||||||||||
Revolving line foreign
|
123
|
123
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Capitalized lease obligations
|
846
|
274
|
224
|
240
|
|
86
|
|
22
|
|
—
|
|
||||||||
Total
|
$15,965
|
$8,037
|
$596
|
$617
|
$469
|
$411
|
$5,835
|
Property under capitalized leases
(in thousands)
|
2017
|
|
2016
|
|
Machinery and equipment
|
$1,729
|
$1,308
|
||
Transportation equipment
|
9
|
|
22
|
|
Subtotal
|
1,738
|
|
1,330
|
|
Less accumulated amortization
|
699
|
|
646
|
|
Total
|
$1,039
|
$684
|
•
|
Office Space of approximately 31,650 square feet in Niles, IL is leased until October, 2023.
|
•
|
Seven acres of land in Louisiana is leased through March, 2022.
|
•
|
Eleven acres of land in Canada is leased through December, 2030.
|
•
|
Nine acres of land in the Kingdom of Saudi Arabia is leased through April, 2030.
|
•
|
Production facilities in the U.A.E. of approximately 80,200 square feet on approximately 107,600 square feet of land is leased until June, 2030.
|
•
|
Office space of approximately 21,500 square feet and open land for production facilities of approximately 423,000 square feet in the U.A.E. is leased until July, 2032.
|
•
|
Production facilities in the U.A.E. of approximately 78,100 square feet is leased until December, 2032.
|
(In thousands)
|
Operating Leases
|
Capital Leases
|
||
2018
|
$1,884
|
$323
|
||
2019
|
1,628
|
|
257
|
|
2020
|
1,536
|
|
255
|
|
2021
|
1,494
|
|
89
|
|
2022
|
1,468
|
|
22
|
|
Thereafter
|
8,249
|
|
—
|
|
Subtotal
|
16,259
|
|
946
|
|
Less Amount representing interest
|
—
|
|
100
|
|
Future minimum lease payments
|
$16,259
|
$846
|
Loss from continuing operations before income taxes
(in thousands)
|
2017
|
2016
|
|
Domestic
|
($7,924)
|
($9,261)
|
|
Foreign
|
(2,285)
|
(4,512
|
)
|
Total
|
($10,209)
|
($13,773)
|
Components of income tax benefit
(in thousands)
|
2017
|
|
2016
|
|
|
Current
|
|
|
|||
Federal
|
|
$—
|
|
($106)
|
|
Foreign
|
697
|
837
|
|
||
State and other
|
28
|
(1,309
|
)
|
||
Total current income tax expense (benefit)
|
725
|
(578
|
)
|
||
Deferred
|
|
|
|||
Federal
|
(33)
|
—
|
|
||
Foreign
|
(925)
|
(33)
|
|||
State and other
|
—
|
|
—
|
|
|
Total deferred income tax benefit
|
(958)
|
(33)
|
|||
Total income tax benefit
|
($233)
|
$(611)
|
(In thousands)
|
2017
|
|
2016
|
|
|
Tax benefit at federal statutory rate
|
($3,459)
|
($4,683)
|
|||
Federal rate change
|
2,243
|
|
—
|
|
|
State benefit, net of federal income tax effect
|
(440
|
)
|
(103
|
)
|
|
Excess income tax on share-based compensation
|
(183
|
)
|
—
|
|
|
Domestic valuation allowance
|
(1,206
|
)
|
838
|
|
|
Permanent differences other
|
162
|
|
205
|
|
|
Valuation allowance for state NOLs
|
297
|
|
122
|
|
|
Differences in foreign tax rate
|
732
|
|
2,131
|
||
Foreign tax credit
|
—
|
|
(1,249)
|
||
Domestic deferred tax true ups
|
(364
|
)
|
—
|
|
|
Repatriation
|
1,880
|
|
1,338
|
|
|
Valuation allowance for foreign NOLs
|
—
|
|
(36
|
)
|
|
Nontaxable income from the Canadian joint venture
|
—
|
|
551
|
||
Nondeductible interest
|
—
|
|
242
|
|
|
All other, net expense
|
105
|
|
33
|
||
Total income tax benefit
|
($233)
|
|
($611
|
)
|
Components of deferred income tax assets
(in thousands)
|
2017
|
|
2016
|
|
U.S. Federal NOL carryforward
|
$1,795
|
$7,765
|
||
Deferred compensation
|
341
|
|
346
|
|
Research tax credit
|
2,703
|
|
2,703
|
|
Foreign NOL carryforward
|
332
|
|
185
|
|
Foreign tax credit
|
9,749
|
|
4,695
|
|
Stock compensation
|
506
|
|
804
|
|
Other accruals not yet deducted
|
270
|
|
514
|
|
State NOL carryforward
|
2,157
|
|
1,574
|
|
Accrued commissions and incentives
|
423
|
|
765
|
|
Inventory valuation allowance
|
96
|
|
110
|
|
Other
|
81
|
|
5
|
|
Deferred tax assets, gross
|
18,453
|
|
19,466
|
|
Valuation allowance
|
(17,198
|
)
|
(16,551
|
)
|
Total deferred tax assets, net of valuation allowances
|
$1,255
|
$2,915
|
||
|
|
|
||
Components of the deferred income tax liability
|
|
|
||
Depreciation
|
($1,941)
|
($2,778)
|
||
Foreign subsidiaries unremitted earnings
|
(101
|
)
|
(1,750
|
)
|
Prepaid
|
(64
|
)
|
(69
|
)
|
Total deferred tax liabilities
|
($2,106)
|
($4,597)
|
||
|
|
|
||
Deferred tax liability, net
|
($851)
|
($1,682)
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Long-term assets
|
$391
|
$147
|
||
Long-term liability
|
(1,242
|
)
|
(1,829
|
)
|
Total deferred tax liabilities, net of valuation allowances
|
($851)
|
($1,682)
|
(In thousands)
|
2017
|
|
2016
|
|
Balance at beginning of the year
|
$1,331
|
$1,313
|
||
Increases in positions taken in a prior period
|
6
|
|
3
|
|
Increases in positions taken in a current period
|
5
|
|
19
|
|
Decreases due to lapse of statute of limitations
|
(34
|
)
|
(4
|
)
|
Decreases due to settlements
|
(7
|
)
|
—
|
|
Balance at end of the year
|
$1,301
|
$1,331
|
(In thousands)
|
2017
|
|
2016
|
|
Level 1 market value of plan assets
|
|
|
||
Equity securities
|
$3,819
|
$3,000
|
||
U.S. bond market
|
1,843
|
2,188
|
||
Real estate securities
|
199
|
|
214
|
|
Subtotal
|
5,861
|
5,402
|
||
Level 2 significant other observable inputs
|
|
|
||
Money market fund
|
$171
|
$306
|
||
Subtotal
|
171
|
306
|
||
Investments measured at net asset value*
|
$668
|
$520
|
||
Total
|
$6,700
|
$6,228
|
|
||||
Reconciliation of benefit obligations, plan assets and funded status of plan
(in thousands)
|
2017
|
|
2016
|
|
Accumulated benefit obligations
|
|
|
||
Vested benefits
|
$6,658
|
$6,500
|
||
Accumulated benefits
|
$6,658
|
$6,500
|
||
|
|
|
||
Change in benefit obligation
|
|
|
||
Benefit obligation - beginning of year
|
$6,500
|
$7,020
|
||
Interest cost
|
253
|
|
278
|
|
Actuarial loss (gain)
|
249
|
|
(493
|
)
|
Benefits paid
|
(344
|
)
|
(305
|
)
|
Benefit obligation - end of year
|
$6,658
|
$6,500
|
||
|
|
|
||
Change in plan assets
|
|
|
||
Fair value of plan assets - beginning of year
|
$6,228
|
$5,883
|
||
Actual gain on plan assets
|
816
|
|
650
|
|
Benefits paid
|
(344
|
)
|
(305
|
)
|
Fair value of plan assets - end of year
|
$6,700
|
$6,228
|
||
|
|
|
||
Unfunded status
|
$42
|
$(272)
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Prepaid expenses and other current assets
|
$349
|
$348
|
||
Other assets
|
1,350
|
|
1,201
|
|
Deferred compensation liabilities
|
(1,657
|
)
|
(1,821
|
)
|
Net amount recognized
|
$42
|
$(272)
|
||
|
|
|
||
Amounts recognized in accumulated other comprehensive loss
|
|
|
||
Unrecognized actuarial loss
|
$1,307
|
$1,472
|
||
Net amount recognized
|
$1,307
|
$1,472
|
Weighted-average assumptions used to determine net cost and benefit obligations
|
2017
|
|
2016
|
|
End of year benefit obligation discount rate
|
3.70
|
%
|
4.00
|
%
|
Service cost discount rate
|
4.00
|
%
|
4.05
|
%
|
Expected return on plan assets
|
8.00
|
%
|
8.00
|
%
|
Components of net periodic benefit cost
(in thousands)
|
2017
|
2016
|
Interest cost
|
$253
|
$278
|
Expected return on plan assets
|
(484)
|
(458)
|
Recognized actuarial loss
|
82
|
146
|
Net periodic benefit income
|
($149)
|
($34)
|
•
|
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.
|
•
|
2017 Omnibus Stock Incentive Plan as Amended June 13, 2017, which stockholders approved in June 2017;
|
•
|
2013 Omnibus Stock Incentive Plan as Amended June 14, 2013, which stockholders approved in June 2013;
|
•
|
2009 Non-Employee Directors Stock Option Plan, which stockholders approved in June 2009;
|
•
|
2004 Stock Incentive Plan, which stockholders approved in June 2004;
|
•
|
2001 Independent Directors Stock Option Plan, which stockholders approved in June 2001.
|
(In thousands)
|
2017
|
|
2016
|
|
||
Stock-based compensation expense
|
|
$94
|
|
|
$256
|
|
Restricted stock based compensation expense
|
|
$1,353
|
|
|
$1,190
|
|
1.
|
R
isk-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.
|
E
xpected volatility - an estimate based on the historical volatility of PPIH common stock's weekly closing stock price for the expected life; and
|
3.
|
E
xpected life of the option - an estimate based on historical experience including the effect of employee terminations.
|
|
|
2017
|
|
2016
|
|
1.
|
Risk-free interest rate
|
—
|
%
|
1.2
|
%
|
2.
|
Expected volatility
|
—
|
%
|
43.2
|
%
|
3.
|
Expected life in years
|
0
|
|
5.0
|
|
4.
|
Dividend yield
|
—
|
%
|
—
|
%
|
(Shares in thousands)
|
Options
|
Weighted average exercise price
|
Weighted average remaining contractual term
|
Aggregate intrinsic value
|
|||
Outstanding on January 31, 2016
|
720
|
|
$11.38
|
5.1
|
$34
|
||
|
|
|
|
|
|||
Granted
|
22
|
|
7.33
|
|
|
|
|
Exercised
|
(59
|
)
|
6.70
|
|
|
68
|
|
Expired or forfeited
|
(159
|
)
|
11.98
|
|
|
|
|
Outstanding on January 31, 2017
|
524
|
|
11.55
|
|
4.5
|
534
|
|
|
|
|
|
|
|||
Options exercisable on January 31, 2017
|
450
|
|
$11.92
|
3.9
|
465
|
|
|
|
|
|
|
|
|||
Exercised
|
(35
|
)
|
6.80
|
|
|
45
|
|
Expired or forfeited
|
(131
|
)
|
18.54
|
|
|
|
|
Outstanding on January 31, 2018
|
358
|
|
9.44
|
|
4.0
|
482
|
|
|
|
|
|
|
|||
Options exercisable on January 31, 2018
|
327
|
|
$9.56
|
3.7
|
$433
|
Unvested options outstanding
(shares in thousands)
|
Options
|
Weighted-average grant date fair value
|
Aggregate intrinsic value
|
||
Outstanding on January 31, 2017
|
74
|
|
$9.31
|
$69
|
|
Granted
|
—
|
|
—
|
|
|
Vested
|
(36
|
)
|
|
|
|
Expired or forfeited
|
(7
|
)
|
10.43
|
|
|
Outstanding on January 31, 2018
|
31
|
|
$8.24
|
$50
|
(In thousands)
|
2017
|
|
2016
|
|
||
Deferred compensation liabilities
|
|
$815
|
|
|
$529
|
|
(Shares in thousands)
|
Restricted shares
|
Weighted average price
|
Aggregate intrinsic value
|
|||||
Outstanding on January 31, 2016
|
163
|
|
|
$6.40
|
|
|
$1,040
|
|
Granted
|
254
|
|
7.29
|
|
|
|||
Issued
|
(123
|
)
|
|
|
||||
Forfeited
|
(4
|
)
|
6.72
|
|
|
|||
Outstanding on January 31, 2017
|
290
|
|
|
$8.75
|
|
|
$2,533
|
|
|
|
|
|
|||||
Granted
|
178
|
|
8.06
|
|
|
|||
Issued
|
(101
|
)
|
|
|
||||
Forfeited
|
(7
|
)
|
7.15
|
|
|
|||
Outstanding on January 31, 2018
|
360
|
|
|
$9.05
|
|
|
$3,254
|
|
(In thousands)
|
2017
|
|
2016
|
|
Interest expense
|
$808
|
$746
|
||
Interest income
|
(111
|
)
|
(177
|
)
|
Interest expense, net
|
$697
|
$569
|
(In thousands)
|
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, 2018
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$305
|
$247
|
$135
|
$52
|
$469
|
|
|
|
|
|
|
Year Ended January 31, 2017
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$33
|
$246
|
$1
|
$27
|
$305
|
|
|
EXHIBIT INDEX
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
31
|
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
|
|
|
||
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
|
Date:
|
April 19, 2018
|
/s/ David J. Mansfield
|
|
|
David J. Mansfield
|
|
|
Director, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
DAVID J. MANSFIELD
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
))
|
|
|
|
|
)
|
|
|
KARL J. SCHMIDT*
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
)
)
|
April 19, 2018
|
|
|
|
)
|
|
|
DAVID S. BARRIE*
|
Director and Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
DAVID B. BROWN*
|
Director
|
)
|
|
|
|
|
|
|
|
BRADLEY E. MAUTNER*
|
Director
|
)
|
|
|
|
|
|
|
|
JEROME T. WALKER*
|
Director
|
)
|
|
|
|
|
|
|
|
MARK A. ZORKO*
|
Director
|
)
|
|
|
|
|
|
|
|
*By:
|
/s/ David J. Mansfield
|
Individually and as Attorney in Fact
|
|
|
|
David J. Mansfield
|
|
|
|
Periods
|
Eurodollar Rate Revolving Loans and Bankers’ Acceptances
|
Base Rate Revolving Loans and Canadian Prime Rate Loans
|
Unused Line Fee
|
Seventh Amendment Effective Date until February
28,
2018
|
3.50%
|
2.50%
|
0.20%
|
March 1, 2018 to March 31, 2018
|
4.50%
|
3.50%
|
0.20%
|
April 1, 2018 to April 30, 2018
|
5.00%
|
4.00%
|
0.20%
|
May 1, 2018 to May 31, 2018
|
5.50%
|
4.50%
|
0.20%
|
June 1, 2018 and thereafter
|
6.00%
|
5.00%
|
0.20%
|
|
U.S. BORROWERS:
|
|
|
|
PERMA-PIPE INTERNATIONAL HOLDINGS, INC., MIDWESCO FILTER RESOURCES, INC., PERMA-PIPE, INC., MM NILES CORPORATION
and
PERMA-PIPE CANADA, INC.
|
|
|
By:
/s/ Karl J. Schmidt
|
|
|
Name: Karl J. Schmidt
|
|
|
Title: Vice President and Chief Financial Officer
|
|
|
|
|
CANADIAN. BORROWERS:
|
|
|
|
PERMA-PIPE CANADA, LTD.
|
|
|
By:
/s/ Karl J. Schmidt
|
|
|
Name: Karl J. Schmidt
|
|
|
Title: Vice President and Chief Financial Officer
|
|
LENDER:
|
|
|
|
BANK OF MONTREAL (Chicago Branch)
|
|
|
By:
/s/ Sarah E. Fyffe
|
|
|
Name: Sarah E. Fyffe
|
|
|
Title: Vice President
|
|
|
|
|
|
BANK OF MONTREAL
|
|
|
By:
/s/ Helen Alvarez-Hernandez
|
|
|
Name: Helen Alvarez-Hernandez
|
|
|
Title: Managing Director
|
|
|
|
$7,000,000
|
Amended and Restated as of December 14, 2017
|
|
PERMA-PIPE CANADA LTD.
By:
/s/ Karl J. Schmidt
Name: Karl J. Schmidt
Title: Treasurer
|
/s/ David J. Mansfield
David J. Mansfield
, Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
/s/ David S. Barrie
David S. Barrie
, Director, Chairman of the Board of Directors
|
/s/ Karl J. Schmidt
Karl J. Schmidt
, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
/s/ David Brown
David Brown
, Director
|
/s/ Bradley E. Mautner
Bradley E. Mautner
, Director
|
|
/s/ Mark A. Zorko
Mark A. Zorko
, Director
|
|
|
/s/ Jerome T. Walker
Jerome T. Walker
, Director
|
1.
|
I have reviewed this annual report on Form 10-K of Perma-Pipe International Holdings, 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/ David J. Mansfield
|
1.
|
I have reviewed this annual report on Form 10-K of Perma-Pipe International Holdings, 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/ David J. Mansfield
|
/s/ Karl J. Schmidt
|