x | QUARTERLY 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) |
Item | Page | |
Part I | ||
1. | ||
Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2012 and 2011 | ||
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended October 31, 2012 and 2011 | 2 | |
Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2012 and 2011 | ||
2. | ||
4. | ||
Part II | ||
6. | ||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||
Net sales | $58,325 | $71,330 | $163,314 | $188,721 | |||||||||
Cost of sales | 46,879 | 58,898 | 132,834 | 157,263 | |||||||||
Gross profit | 11,446 | 12,432 | 30,480 | 31,458 | |||||||||
Operating expenses | |||||||||||||
General and administrative expenses | 6,925 | 6,457 | 20,886 | 19,464 | |||||||||
Selling expenses | 3,840 | 3,743 | 11,303 | 11,318 | |||||||||
Total operating expenses | 10,765 | 10,200 | 32,189 | 30,782 | |||||||||
Income (loss) from operations | 681 | 2,232 | (1,709 | ) | 676 | ||||||||
Income from joint venture | 531 | 683 | 354 | 584 | |||||||||
Interest expense, net | 594 | 395 | 1,385 | 1,014 | |||||||||
Income (loss) before income taxes | 618 | 2,520 | (2,740 | ) | 246 | ||||||||
Income tax expense | 163 | 1,834 | 218 | 2,889 | |||||||||
Net income (loss) | $455 | $686 | ($2,958 | ) | ($2,643 | ) | |||||||
Weighted average number of common shares outstanding | |||||||||||||
Basic and diluted | 6,924 | 6,881 | 6,921 | 6,866 | |||||||||
Earnings (loss) per share | |||||||||||||
Basic and diluted | $0.07 | $0.10 | ($0.43 | ) | ($0.38 | ) | |||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||
Net income (loss) | $455 | $686 | ($2,958 | ) | ($2,643 | ) | |||||||
Other comprehensive income (loss) | |||||||||||||
Currency translation adjustments | 328 | (741 | ) | (505 | ) | (260 | ) | ||||||
Interest rate swap, net of tax | 33 | 5 | 15 | 122 | |||||||||
Other comprehensive income (loss) | 361 | (736 | ) | (490 | ) | (138 | ) | ||||||
Comprehensive income (loss) | $816 | ($50 | ) | ($3,448 | ) | ($2,781 | ) |
(In thousands except per share data) | October 31, 2012 | January 31, 2012 | |||||
ASSETS | Unaudited | ||||||
Current assets | |||||||
Cash and cash equivalents | $5,591 | $4,209 | |||||
Restricted cash | 1,498 | 1,854 | |||||
Trade accounts receivable, less allowance for doubtful accounts of $363 at October 31, 2012 and $235 at January 31, 2012 | 34,351 | 28,109 | |||||
Inventories, net | 38,753 | 40,204 | |||||
Prepaid expenses and other current assets | 4,196 | 3,973 | |||||
Deferred tax assets - current | 2,271 | 1,946 | |||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 1,828 | 2,375 | |||||
Income tax receivable | 120 | — | |||||
Total current assets | 88,608 | 82,670 | |||||
Property, plant and equipment, net of accumulated depreciation | 48,544 | 47,842 | |||||
Other assets | |||||||
Deferred tax assets - long-term | 10,250 | 10,967 | |||||
Note receivable from joint venture | 5,187 | 4,195 | |||||
Investment in joint venture | 4,990 | 4,636 | |||||
Cash surrender value of deferred compensation plan | 2,903 | 2,782 | |||||
Other assets | 2,384 | 3,860 | |||||
Patents, net of accumulated amortization | 361 | 331 | |||||
Total other assets | 26,075 | 26,771 | |||||
Total assets | $163,227 | $157,283 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities | |||||||
Trade accounts payable | $18,605 | $20,020 | |||||
Accrued compensation and payroll taxes | 4,663 | 4,571 | |||||
Commissions and management incentives payable | 4,016 | 4,722 | |||||
Current maturities of long-term debt | 7,956 | 2,736 | |||||
Customers' deposits | 4,297 | 2,432 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,200 | 1,978 | |||||
Other accrued liabilities | 2,926 | 2,610 | |||||
Income taxes payable | — | 417 | |||||
Total current liabilities | 43,663 | 39,486 | |||||
Long-term liabilities | |||||||
Long-term debt, less current maturities | 39,487 | 34,682 | |||||
Deferred compensation liabilities | 5,506 | 5,686 | |||||
Other long-term liabilities | 5,249 | 5,074 | |||||
Total long-term liabilities | 50,242 | 45,442 | |||||
Stockholders' equity | |||||||
Common stock, $.01 par value, authorized 50,000 shares; 6,924 issued and outstanding at October 31, 2012 and 6,913 issued and outstanding at January 31, 2012 | 69 | 69 | |||||
Additional paid-in capital | 50,243 | 49,828 | |||||
Retained earnings | 20,080 | 23,038 | |||||
Accumulated other comprehensive loss | (1,070 | ) | (580 | ) | |||
Total stockholders' equity | 69,322 | 72,355 | |||||
Total liabilities and stockholders' equity | $163,227 | $157,283 |
Nine Months Ended October 31, | |||||||
(In thousands) | 2012 | 2011 | |||||
Operating activities | |||||||
Net loss | ($2,958 | ) | ($2,643 | ) | |||
Adjustments to reconcile net loss to net cash flows used in operating activities | |||||||
Depreciation and amortization | 4,373 | 4,290 | |||||
Deferred tax expense | 353 | 2,148 | |||||
Stock-based compensation expense | 366 | 470 | |||||
Income from joint venture | (354 | ) | (584 | ) | |||
Cash surrender value of deferred compensation plan | (121 | ) | 133 | ||||
Loss on disposals of fixed assets | 57 | 118 | |||||
Changes in operating assets and liabilities | |||||||
Accounts receivable, net | (6,383 | ) | (8,874 | ) | |||
Inventories | 1,302 | (3,543 | ) | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | (231 | ) | 54 | ||||
Accounts payable | (522 | ) | 2,936 | ||||
Accrued compensation and payroll taxes | (592 | ) | (1,109 | ) | |||
Customers' deposits | 1,870 | (510 | ) | ||||
Income taxes receivable and payable | (539 | ) | (327 | ) | |||
Prepaid expenses and other current assets | 64 | 228 | |||||
Other assets and liabilities | 1,693 | (2,025 | ) | ||||
Net cash used in operating activities | (1,622 | ) | (9,238 | ) | |||
Investing activities | |||||||
Additions to property, plant and equipment | (5,316 | ) | (7,228 | ) | |||
Loan to joint venture | (989 | ) | — | ||||
Proceeds from sales of property and equipment | 94 | 16 | |||||
Net cash used in investing activities | (6,211 | ) | (7,212 | ) | |||
Financing activities | |||||||
Borrowings | 157,554 | 152,608 | |||||
Repayment of debt | (147,112 | ) | (146,463 | ) | |||
Decrease in drafts payable | (789 | ) | (694 | ) | |||
Payments on capitalized lease obligations | (432 | ) | (243 | ) | |||
Stock options exercised | 35 | 164 | |||||
Tax benefit of stock options exercised | 15 | 64 | |||||
Net cash provided by financing activities | 9,271 | 5,436 | |||||
Effect of exchange rate changes on cash and cash equivalents | (56 | ) | (38 | ) | |||
Net increase (decrease) in cash and cash equivalents | 1,382 | (11,052 | ) | ||||
Cash and cash equivalents - beginning of period | 4,209 | 16,718 | |||||
Cash and cash equivalents - end of period | $5,591 | $5,666 | |||||
Supplemental cash flow information | |||||||
Interest paid | $1,718 | $1,172 | |||||
Income taxes paid | 133 | 430 |
1. | Basis of presentation. The interim consolidated financial statements of MFRI, Inc. and subsidiaries (the "Company") are unaudited, but include all adjustments, which the Company's management considers necessary to present fairly the financial position and results of operations for the periods presented. These adjustments consist of normal recurring adjustments. Information and footnote disclosures have been omitted pursuant to Securities and Exchange Commission ("SEC") rules and regulations. The consolidated balance sheet as of January 31, 2012 is derived from the audited consolidated balance sheet as of that date. The results of operations for any interim period are not necessarily indicative of future or annual results. Interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K/A. The Company's fiscal year ends on January 31. Years and balances described as 2012 and 2011 are for the nine months ended October 31, 2012 and 2011, respectively. |
2. | Business segment reporting. The Company has three reportable segments. Piping systems engineers, designs, manufactures and sells specialty piping and leak detection and location systems. Filtration products manufactures and sells a wide variety of filter elements for air filtration and particulate collection. Industrial process cooling engineers, designs, manufactures and sells chillers, cooling towers, plant circulating systems and accessories for industrial process applications. Included in corporate and other activity is a subsidiary which engages in the installation of heating, ventilation and air conditioning systems ("HVAC"), but which is not sufficiently large to constitute a reportable segment. |
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||
Net sales | |||||||||||||
Piping Systems | $26,498 | $35,371 | $69,147 | $80,737 | |||||||||
Filtration Products | 20,738 | 24,000 | 62,990 | 74,122 | |||||||||
Industrial Process Cooling | 9,199 | 8,948 | 27,225 | 24,334 | |||||||||
Corporate and Other | 1,890 | 3,011 | 3,952 | 9,528 | |||||||||
Total | $58,325 | $71,330 | $163,314 | $188,721 | |||||||||
Gross profit | |||||||||||||
Piping Systems | $6,060 | $6,222 | $14,327 | $13,666 | |||||||||
Filtration Products | 2,616 | 3,409 | 8,280 | 10,258 | |||||||||
Industrial Process Cooling | 2,617 | 2,486 | 7,586 | 6,657 | |||||||||
Corporate and Other | 153 | 315 | 287 | 877 | |||||||||
Total | $11,446 | $12,432 | $30,480 | $31,458 | |||||||||
Income (loss) from operations | |||||||||||||
Piping Systems | $2,585 | $3,026 | $4,183 | $3,730 | |||||||||
Filtration Products | (410 | ) | 315 | (506 | ) | 1,341 | |||||||
Industrial Process Cooling | 526 | 517 | 1,403 | 1,014 | |||||||||
Corporate and Other | (2,020 | ) | (1,626 | ) | (6,789 | ) | (5,409 | ) | |||||
Total | $681 | $2,232 | ($1,709 | ) | $676 | ||||||||
Income (loss) before income taxes | |||||||||||||
Piping Systems | $3,116 | $3,709 | $4,537 | $4,314 | |||||||||
Filtration Products | (410 | ) | 315 | (506 | ) | 1,341 | |||||||
Industrial Process Cooling | 526 | 517 | 1,403 | 1,014 | |||||||||
Corporate and Other | (2,614 | ) | (2,021 | ) | (8,174 | ) | (6,423 | ) | |||||
Total | $618 | $2,520 | ($2,740 | ) | $246 |
3. | Income taxes. Each quarter, the Company estimates the annual effective income tax rate ("ETR") for the full year and applies that rate to the income (loss) before income taxes in determining its provision for income taxes for the interim periods. The determination of the consolidated provision for income taxes, deferred tax assets and liabilities and related valuation allowances requires management to make judgments and estimates. As a company with subsidiaries in foreign jurisdictions, the process of calculating income taxes involves estimating current tax obligations and exposures in each jurisdiction as well as making judgments regarding the future recoverability of deferred tax assets. Income earned in the United Arab Emirates ("U.A.E.") is not subject to local country income tax. Additionally, the relative proportion of taxable income earned domestically versus internationally can fluctuate significantly from period to period. Changes in the estimated level of annual pre-tax income, tax laws and the results of tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the Company's projections and assumptions are inherently uncertain; therefore, actual results could differ materially from projections. |
4. | Pension plan. The Winchester filtration hourly rated employees are covered by a defined benefit plan. The major categories of the pension plan's investments remained the same. |
Level 1 market value of plan assets | October 31, 2012 | January 31, 2012 | ||||
Equity securities | $3,175 | $3,018 | ||||
U.S. bond market | 2,141 | 1,968 | ||||
High-quality inflation-indexed bonds issued by the U.S. Treasury and government agencies as well as domestic corporations | 281 | 268 | ||||
Real estate | 118 | 110 | ||||
Subtotal | 5,715 | 5,364 | ||||
Level 2 significant other observable inputs | ||||||
Money market fund | 252 | 138 | ||||
Total | $5,967 | $5,502 |
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
Components of net periodic benefit costs | 2012 | 2011 | 2012 | 2011 | |||||||||
Service cost | $43 | $31 | $128 | $94 | |||||||||
Interest cost | 75 | 79 | 224 | 235 | |||||||||
Expected return on plan assets | (111 | ) | (101 | ) | (333 | ) | (304 | ) | |||||
Amortization of prior service cost | 12 | 31 | 37 | 95 | |||||||||
Recognized actuarial loss | 43 | 16 | 130 | 47 | |||||||||
Net periodic benefit costs | $62 | $56 | $186 | $167 |
5. | Stock-based compensation. The Company has stock-based compensation awards that can be granted to eligible employees, officers or directors. |
Three Months Ended October 31, | Nine Months Ended October 31, | |||
2012 | 2011 | 2012 | 2011 | |
Stock-based compensation expense | $106 | $173 | $366 | $470 |
Nine Months Ended October 31, | ||
Fair value assumptions | 2012 | 2011 |
Expected volatility | 58.12% - 66.82% | 51.72% - 66.82% |
Risk free interest rate | .74% - 2.82% | 1.54% - 5.13% |
Dividend yield | none | none |
Expected life | 4.9 - 5.7 years | 4.9 - 5.7 years |
Option activity | Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | ||||
Outstanding on February 1, 2012 | 843 | $11.48 | 6.9 | $430 | ||||
Granted | 158 | 6.88 | ||||||
Exercised | (11) | 3.11 | 46 | |||||
Expired or forfeited | (33) | 10.47 | ||||||
Outstanding end of period | 957 | 10.85 | 6.8 | 34 | ||||
Exercisable end of period | 580 | $13.39 | 5.5 | $34 | ||||
Weighted-average fair value of options granted 2012 | $6.88 |
Unvested option activity | Unvested Options Outstanding | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | ||||
Outstanding on February 1, 2012 | 373 | $7.84 | $212 | ||||
Granted | 158 | 6.88 | |||||
Vested | (144) | ||||||
Expired or forfeited | (10) | 7.07 | |||||
Outstanding end of period | 377 | $6.96 | $— |
6. | Earnings per share. |
Three Months Ended October 31, | Nine Months Ended October 31, | |||||||
2012 | 2011 | 2012 | 2011 | |||||
Basic weighted average number of common shares outstanding | 6,924 | 6,881 | 6,921 | 6,866 | ||||
Dilutive effect of stock options | — | — | — | — | ||||
Weighted average number of common shares outstanding assuming full dilution | 6,924 | 6,881 | 6,921 | 6,866 | ||||
Stock options not included in the computation of diluted earnings per share of common stock because the option exercise prices exceeded the average market prices of the common shares | 785 | 311 | 494 | 311 | ||||
Stock options with an exercise price below the average market price | 172 | 547 | 463 | 547 |
7. | Other assets. The $1.5 million decrease in other assets related to deposits applied to the purchase of fixed assets by the new facility in Saudi Arabia. |
October 31, 2012 | January 31, 2012 | |||||
Other assets | $2,384 | $3,860 |
8. | Interest expense, net. |
Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
Interest expense | $673 | $584 | $1,757 | $1,655 | ||||||||
Interest income | (79 | ) | (189 | ) | (372 | ) | (641 | ) | ||||
Interest expense, net | $594 | $395 | $1,385 | $1,014 |
9. | Debt. On July 11, 2002, the Company entered into a secured loan and security agreement with a financial institution ("Loan Agreement"). Under the terms of the Loan Agreement as amended, which matures on November 30, 2013, the Company can borrow up to $38 million, subject to borrowing base and other requirements, under a revolving line of credit. The Loan Agreement covenants restrict debt, liens, investments, do not permit payment of dividends and require attainment of levels of profitability and cash flows. At October 31, 2012, the Company was in compliance with all covenants under the Loan Agreement. Interest rates are based on options selected by the Company as follows: (a) a margin in effect plus a prime rate; or (b) a margin in effect plus the LIBOR rate for the corresponding interest period. At October 31, 2012, the prime rate was 3.25% and the margins added to the prime rate and the LIBOR rate, which are determined each quarter |
10. | Fair value of financial instruments. At October 31, 2012, interest rate swap agreements were in effect with a notional value of $9 million that matures November 30, 2013 and a value of $1.3 million that matures December 2021 . The swap agreements, which reduce the exposure to market risks from changing interest rates, exchanges the variable rate to fixed interest rate payments of 2.23% plus LIBOR margin and 2.47%, respectively. The exchange-traded swaps are valued on a recurring basis using quoted market prices and were classified within Level 2 of the fair value hierarchy because the exchange is not deemed to be an active market. The derivative mark to market of $275 thousand was classified as a long-term liability on the balance sheet. |
11. | Recent accounting pronouncements. The Company evaluated recent accounting pronouncements and do not expect them to have a material impact on the consolidated financial statements. |
10 (k) | Project Work Agreement | |
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 (Chief Executive Officer and 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 |
Date: | December 7, 2012 | /s/ David Unger |
David Unger | ||
Chairman of the Board of Directors and | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: | December 7, 2012 | /s/ Gerald O'Connor |
Gerald O'Connor | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
1. | Relationship of the Parties. The parties agree that Gerald P. O'Connor will be serving the Company as an independent contractor for all purposes and not as an employee, agent, or partner of or joint ventures with the Company. I will have control over the order and sequence of the Services and the specific hours worked and will not be subject to Company withholding of income or employment taxes. I will not serve as an employee or director of the Company. In addition to my co-signing federal and state securities filings and representation letters as Chief Financial Officer and Chief Accounting Officer, I will have all of the duties and responsibilities of the principal financial officer and principal accounting officer of a company with a class of securities registered under the Securities Exchange Act of 1934, as amended. I will not have the authority to sign any other documents except as principal financial officer and principal accounting officer on behalf of the Company, including, without limitation, checks and other means of payment or tax filings any other title that suggests I am an employee, manager, officer, or director of the Company, nor will the Company represent or require me to represent to any third party that I am anything other than the Interim Chief Financial Officer and Interim Chief Accounting Officer of the Company. As an officer of the Company I will be covered by the Company's director and officer liability insurance and enter into the standard indemnity agreement generally entered into between the Company and its Officers. |
2. | Payment Terms. Payments should be made within [see earlier comment] days of receipt of invoice by check payable to me. Any amounts not paid when due may be subject to a periodic service charge equal to the lesser of 1.5% per month and the maximum amount allowed under applicable law, until such amounts are paid in full, including assessed service charges. In lieu of terminating this Agreement, I may suspend the provision of Services if amounts owed are not paid in accordance with the terms of this Agreement. |
3. | Effective Date and Termination. |
a. | This Agreement will be effective as of the earlier of (i) the date I begIn providing Services to the Company, and (ii) the date of the last signature to this Agreement as indicated on the signature page. |
b. | After the expiration of any minimum term, if any, either party may terminate this Agreement by providing the other party a minimum of 30 days' advance written notice and such termination will be effective as of the date specified in such notice, provided that such date is no earlier than 30 days after the date of delivery of the notice. I will continue to provide, and the Company will continue to pay for, the Services until the termination effective date. |
c. | I may terminate this Agreement immediately upon written notice to the Company if: (i) the Company is engaged in or asks me to engage in or ignore any illegal or unethical activity; (ii) I become disabled; or (iii) the Company fails to pay any amounts due to me when due. |
d. | In the event that a party commits a breach of this Agreement, other than for the reasons described in the above Section, and fails to cure the same within 20 days following delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party may terminate this Agreement effective upon written notice of such termination. |
e. | The expiration or termination of this Agreement will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses, governing law, arbitration, and limitation of liability. |
4. | Warranties and Disclaimers. |
5. | Limitation of Liability. EXCEPT IN THE CASE OF FRAUD, MY LIABILITY IN ANY |
6. | Governing Law, Arbitration, and Witness Fees. |
a. | This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law's provisions. |
b. | If the parties are unable to resolve any dispute arising out of or in connection with this Agreement, the parties agree and stipulate that any such disputes will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in the Chicago, Illinois office of the AAA by a single arbitrator selected by the parties according to the rules of the AAA, and the decision of the arbitrator will be final and binding on both parties. In the event that the parties fail to agree on the selection of the arbitrator within 30 days after either party's request for arbitration under this Section, the arbitrator will be chosen by the AAA. The arbitrator may in his or her discretion order documentary discovery but will not allow depositions without a showing of compelling need. The arbitrator will render his or her decision within 90 days after the call for arbitration. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of this Agreement and may not amend or disregard any provision of this Agreement, including this Section. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from any court of competent jurisdiction, and I may pursue payment of any unpaid amounts due under this Agreement through any court of competent jurisdiction. |
c. | In the event I am requested or authorized by the Company or am required by government regulation, subpoena, or other legal process to produce documents or appear as witness in connection with any action, suit or other proceeding initiated by a third party against the Company or by the Company against a third party, the Company will, so long as I am not a party to the proceeding in which the information is sought, reimburse me for my reasonable time (based on customary rates) and expenses, as well as the reasonable fees and expenses of my counsel incurred in responding to such requests. This provision is in addition to and not in lieu of any indemnification obligations the Company may have under this Agreement. |
7. | Miscellaneous. |
a. | This Agreement constitutes the entire agreement between the paI1ies with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between the parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both parties. |
b. | If any portion of this Agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either party of a substantial portion of its bargain. |
c. | Neither party will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the party electing to waive the right or remedy. The waiver by any paI1y of a breach or violation of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement. |
d. | Neither pal1y will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party's reasonable control. |
e. | The Company may not assign its rights or obligations under this Agreement without the express written consent of me. Nothing in this Agreement will confer any rights upon any person or entity other than the paJ1ies hereto and their respective successors and permitted assign. |
f. | In any action for enforcing collection of any monies due under this Agreement all costs and expenses (including, without limitation, reasonable attorneys' fees, court costs and arbitration fees) incurred by the prevailing party will be paid by the other party. |
1. | I have reviewed this quarterly report on Form 10-Q 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 the 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; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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 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. |
Date: | December 7, 2012 |
1. | I have reviewed this quarterly report on Form 10-Q 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 the 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; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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 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. |
Date: | December 7, 2012 |
Interest expense, net (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2012
|
Oct. 31, 2011
|
Oct. 31, 2012
|
Oct. 31, 2011
|
|
Interest expense, net [Abstract] | ||||
Interest expense | $ 673 | $ 584 | $ 1,757 | $ 1,655 |
Interest income | (79) | (189) | (372) | (641) |
Interest expense, net | $ 594 | $ 395 | $ 1,385 | $ 1,014 |
R&D Credit (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Jul. 31, 2012
|
|
Income taxes R&D Credit [Abstract] | |
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions | $ 220 |
Fair value of financial instruments (Details) (USD $)
|
19 Months Ended | 116 Months Ended | |
---|---|---|---|
Nov. 30, 2013
|
Dec. 31, 2021
|
Oct. 31, 2012
Rate
|
|
Fair value of financial instruments [Line Items] | |||
Notional value | $ 9,000,000 | ||
Derivative, Maturity Date | Dec. 31, 2021 | ||
Notional value second swap | 1,300,000 | ||
Maturity date | Nov. 30, 2013 | ||
Fixed interest rate | 2.23% | ||
second swap fixed interest rate | 2.47% | ||
Derivative mark to market long-term liability | $ 275,000 |
Income taxes
|
9 Months Ended | ||||
---|---|---|---|---|---|
Oct. 31, 2012
|
|||||
Income taxes [Abstract] | |||||
Income taxes [Text Block] |
The Company's consolidated ETR was (8)% and 1,174% for the nine months ended October 31, 2012 and 2011, respectively. The October 31, 2012 computation of the ETR was affected primarily by the change in the mix of the projected tax-free earnings in the U.A.E. versus total projected earnings. In May 2012, the Company was granted an extension of time to file a tax election from the IRS Commissioner, which allowed the Company to file amended income tax returns to carry back approximately $3.3 million of net operating losses ("NOL"). As a result of the increase in NOL utilization, approximately $0.7 million of research and development tax credits, which the Company established a liability for unrecognized tax benefits, were released back to the Company for future use. Accordingly, the Company recorded an increase to the liability for unrecognized tax benefits of $220 thousand discretely during the second quarter. The 2011 computation of the projected annual tax rate had been significantly impacted by the loss in the U.A.E. for which no tax benefit was provided. In July 2011, the Company recorded a one-time $1.8 million tax expense associated with the $3.1 million repatriation of foreign earnings. These foreign earnings were previously considered to be indefinitely reinvested outside the U.S. The Company does not believe that it will be necessary to repatriate cash held outside of the U.S. The Company periodically reviews the adequacy of its valuation allowance in all of the tax jurisdictions in which it operates and may make further adjustments based on management's outlook for continued profits in each jurisdiction. The Company files income tax returns in U.S. federal and state jurisdictions. As of October 31, 2012, open tax years in federal and some state jurisdictions date back to January 31, 2009. In addition, federal and state tax years January 31, 2002 through January 31, 2008 are subject to adjustment on audit, up to the amount of research tax credit generated in those years. As of October 31, 2012, the Company had NOL carryforwards of $7.8 million expiring in various years beginning in January 31, 2030. Additionally, the Company files income tax returns in Denmark, India and Saudi Arabia. As of October 31, 2012, open tax years in foreign jurisdictions vary from three to seven years from the date of filing the income tax returns. |