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 Statement of Operations for the Three and Nine Months Ended October 31, 2013 and 2012 | ||
Consolidated Statement of Comprehensive Income (Loss) for the Three and Nine Months Ended October 31, 2013 and 2012 | 2 | |
Consolidated Statement of Stockholders' Equity as of October 31, 2013 and January 31, 2013 | ||
Consolidated Statement of Cash Flows for the Nine Months Ended October 31, 2013 and 2012 | ||
2. | ||
4. | ||
Part II | ||
6. | ||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Net sales | $57,967 | $47,236 | $173,460 | $132,137 | |||||||||
Cost of sales | 41,080 | 38,560 | 130,423 | 109,530 | |||||||||
Gross profit | 16,887 | 8,676 | 43,037 | 22,607 | |||||||||
Operating expenses | |||||||||||||
General and administrative expenses | 7,953 | 5,760 | 20,760 | 17,466 | |||||||||
Selling expenses | 2,554 | 2,731 | 8,184 | 7,978 | |||||||||
Total operating expenses | 10,507 | 8,491 | 28,944 | 25,444 | |||||||||
Income (loss) from operations | 6,380 | 185 | 14,093 | (2,837 | ) | ||||||||
Income from joint venture | 715 | 531 | 248 | 354 | |||||||||
Interest expense, net | 190 | 513 | 1,082 | 1,148 | |||||||||
Income (loss) from continuing operations before income taxes | 6,905 | 203 | 13,259 | (3,631 | ) | ||||||||
Income tax expense (benefit) | 92 | 74 | (99 | ) | 159 | ||||||||
Income (loss) from continuing operations | 6,813 | 129 | 13,358 | (3,790 | ) | ||||||||
Income from discontinued operations, net of tax | 578 | 326 | 9,510 | 832 | |||||||||
Net income (loss) | $7,391 | $455 | $22,868 | ($2,958) | |||||||||
Weighted average common shares outstanding | |||||||||||||
Basic | 7,068 | 6,924 | 6,995 | 6,921 | |||||||||
Diluted | 7,163 | 6,924 | 7,041 | 6,921 | |||||||||
Earnings (loss) per share from continuing operations | |||||||||||||
Basic | $0.96 | $0.02 | $1.91 | ($0.55) | |||||||||
Diluted | $0.95 | $0.02 | $1.90 | ($0.55) | |||||||||
Earnings per share from discontinued operations | |||||||||||||
Basic | $0.08 | $0.05 | $1.36 | $0.12 | |||||||||
Diluted | $0.08 | $0.05 | $1.35 | $0.12 | |||||||||
Earnings (loss) per share | |||||||||||||
Basic | $1.05 | $0.07 | $3.27 | ($0.43 | ) | ||||||||
Diluted | $1.03 | $0.07 | $3.25 | ($0.43 | ) |
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Net income (loss) | $7,391 | $455 | $22,868 | ($2,958 | ) | ||||||||
Other comprehensive (loss) income | |||||||||||||
Foreign currency translation adjustments | (58 | ) | 328 | (778 | ) | (505 | ) | ||||||
Interest rate swap, net of tax | (4 | ) | 33 | 155 | 15 | ||||||||
Other comprehensive (loss) income | (62 | ) | 361 | (623 | ) | (490 | ) | ||||||
Comprehensive income (loss) | $7,329 | $816 | $22,245 | ($3,448 | ) |
(In thousands except per share data) | October 31, 2013 | January 31, 2013 | ||||
ASSETS | Unaudited | |||||
Current assets | ||||||
Cash and cash equivalents | $10,522 | $7,034 | ||||
Restricted cash | 2,362 | 725 | ||||
Trade accounts receivable, less allowance for doubtful accounts of $238 at October 31, 2013 and $290 at January 31, 2013 | 51,691 | 23,278 | ||||
Inventories, net | 39,140 | 37,529 | ||||
Assets held for sale | 1,235 | 10,218 | ||||
Prepaid expenses and other current assets | 5,701 | 3,932 | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 2,099 | 1,630 | ||||
Total current assets | 112,750 | 84,346 | ||||
Property, plant and equipment, net of accumulated depreciation | 43,021 | 45,582 | ||||
Long-term assets | ||||||
Deferred tax assets | 1,535 | 1,349 | ||||
Note receivable | 4,971 | 5,200 | ||||
Investment in joint venture | 6,270 | 6,022 | ||||
Cash surrender value of deferred compensation plan | 3,077 | 2,946 | ||||
Other assets | 2,882 | 2,408 | ||||
Assets held for sale long-term | 985 | 1,253 | ||||
Patents, net of accumulated amortization | 361 | 373 | ||||
Total long-term assets | 20,081 | 19,551 | ||||
Total assets | $175,852 | $149,479 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Current liabilities | ||||||
Trade accounts payable | $15,679 | $18,740 | ||||
Accrued compensation and payroll taxes | 4,362 | 4,361 | ||||
Commissions and management incentives payable | 8,436 | 2,723 | ||||
Current maturities of long-term debt | 11,963 | 5,384 | ||||
Customers' deposits | 9,239 | 7,030 | ||||
Liabilities held for sale | 650 | 7,531 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,962 | 985 | ||||
Other accrued liabilities | 2,391 | 1,735 | ||||
Deferred tax liabilities | 578 | 678 | ||||
Income taxes payable | 2,268 | 34 | ||||
Total current liabilities | 58,528 | 49,201 | ||||
Long-term liabilities | ||||||
Long-term debt, less current maturities | 28,917 | 35,579 | ||||
Deferred compensation liabilities | 6,356 | 5,670 | ||||
Liabilities held for sale long-term | 1,074 | 1,485 | ||||
Other long-term liabilities | 3,455 | 3,289 | ||||
Total long-term liabilities | 39,802 | 46,023 | ||||
Stockholders' equity | ||||||
Common stock, $.01 par value, authorized 50,000 shares; 7,080 issued and outstanding at October 31, 2013 and 6,924 issued and outstanding at January 31, 2013 | 71 | 69 | ||||
Additional paid-in capital | 51,363 | 50,358 | ||||
Retained earnings | 27,436 | 4,553 | ||||
Accumulated other comprehensive loss | (1,348 | ) | (725 | ) | ||
Total stockholders' equity | 77,522 | 54,255 | ||||
Total liabilities and stockholders' equity | $175,852 | $149,479 |
($ 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, 2012 | $69 | $49,828 | $23,038 | ($580) | $72,355 | ||||||
Net loss | (18,485 | ) | (18,485 | ) | |||||||
Stock options exercised | — | 35 | 35 | ||||||||
Stock-based compensation | 484 | 484 | |||||||||
Excess tax benefit from stock options exercised | 11 | 11 | |||||||||
Interest rate swap | 97 | 97 | |||||||||
Pension liability adjustment | 466 | 466 | |||||||||
Foreign currency translation adjustment | (263 | ) | (263 | ) | |||||||
Tax benefit on above items | (445 | ) | (445 | ) | |||||||
Total stockholders' equity at January 31, 2013 | $69 | $50,358 | $4,553 | ($725) | $54,255 | ||||||
Net income | $22,868 | 22,868 | |||||||||
Stock options exercised | 2 | 909 | 911 | ||||||||
Stock-based compensation expense | 96 | 96 | |||||||||
Interest rate swap | 155 | 155 | |||||||||
Foreign currency translation adjustment | 15 | (778 | ) | (763 | ) | ||||||
Total stockholders' equity at October 31, 2013 | $71 | $51,363 | $27,436 | ($1,348) | $77,522 |
Shares | 2013 | 2012 | |||
Balances at beginning of year | 6,924,084 | 6,912,771 | |||
Shares issued | 156,003 | 11,313 | |||
Balances at October 31, 2013 | 7,080,087 | 6,924,084 |
(In thousands) | Nine Months Ended October 31, | |||||
2013 | 2012 | |||||
Operating activities | ||||||
Net income (loss) | $22,868 | ($2,958 | ) | |||
Adjustments to reconcile net income (loss) to net cash flows used in operating activities | ||||||
Depreciation and amortization | 4,465 | 4,373 | ||||
Gain on disposal of discontinued operations | (9,762 | ) | — | |||
Deferred tax expense | 93 | 353 | ||||
Stock-based compensation expense | 95 | 366 | ||||
Income from joint venture | (248 | ) | (354 | ) | ||
Cash surrender value of deferred compensation plan | (131 | ) | (121 | ) | ||
Loss on disposal of fixed assets | 305 | 57 | ||||
(Gain) on disposal of subsidiary | (349 | ) | — | |||
Provision for uncollectible accounts | (114 | ) | 129 | |||
Changes in operating assets and liabilities | ||||||
Accounts receivable | (24,049 | ) | (6,512 | ) | ||
Inventories | 3,044 | 1,302 | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 1,227 | (231 | ) | |||
Accounts payable | (7,052 | ) | (522 | ) | ||
Accrued compensation and payroll taxes | 4,329 | (592 | ) | |||
Customers' deposits | 1,669 | 1,870 | ||||
Income taxes receivable and payable | 2,220 | (539 | ) | |||
Prepaid expenses and other current assets | (3,736 | ) | 64 | |||
Other assets and liabilities | (5,079 | ) | 1,693 | |||
Net cash used in operating activities | (10,205 | ) | (1,622 | ) | ||
Investing activities | ||||||
Net proceeds from sale of discontinued operations | 15,253 | — | ||||
Capital expenditures | (1,817 | ) | (5,316 | ) | ||
Loan to joint venture | — | (989 | ) | |||
Proceeds from sales of property and equipment | 8 | 94 | ||||
Net cash provided by (used in) investing activities | 13,444 | (6,211 | ) | |||
Financing activities | ||||||
Proceeds from debt | 76,633 | 157,554 | ||||
Payments of debt on revolving lines of credit | (70,446 | ) | (143,820 | ) | ||
Payments of other debt | (6,817 | ) | (3,292 | ) | ||
Decrease in drafts payable | (118 | ) | (789 | ) | ||
Payments on capitalized lease obligations | (453 | ) | (432 | ) | ||
Stock options exercised | 911 | 35 | ||||
Tax benefit of stock options exercised | — | 15 | ||||
Net cash (used in) provided by financing activities | (290 | ) | 9,271 | |||
Effect of exchange rate changes on cash and cash equivalents | 539 | (56 | ) | |||
Net increase in cash and cash equivalents | 3,488 | 1,382 | ||||
Cash and cash equivalents - beginning of period | 7,034 | 4,209 | ||||
Cash and cash equivalents - end of period | $10,522 | $5,591 | ||||
Supplemental cash flow information | ||||||
Interest paid | $1,694 | $1,718 | ||||
Income taxes paid | 396 | 133 | ||||
Funds held in escrow related to the sale of Thermal Care, Inc. assets | 1,125 | — |
1. | Basis of presentation. The interim consolidated financial statements of MFRI, Inc. and subsidiaries ("MFRI," "Company," or "Registrant") 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, 2013 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. The Company's fiscal year ends on January 31. Years and balances described as 2013 and 2012 are for the nine months ended October 31, 2013 and 2012, respectively. |
2. | Business segment reporting. The Company has two reportable segments. Piping Systems engineers, designs, manufactures and sells specialty piping and leak detection and location systems. Filtration Products manufactures custom-designed industrial filtration products to remove particulates from air and other gas streams. Effective May 1, 2013, industrial process cooling ceased to be a reportable segment of the Company. For additional information, see "Notes to Consolidated Financial Statements, Note 3 Discontinued operations". |
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Net sales | |||||||||||||
Piping Systems | $42,289 | $26,498 | $121,825 | $69,147 | |||||||||
Filtration Products | 15,678 | 20,738 | 51,635 | 62,990 | |||||||||
Total | $57,967 | $47,236 | $173,460 | $132,137 | |||||||||
Gross profit | |||||||||||||
Piping Systems | $14,726 | $6,060 | $35,760 | $14,327 | |||||||||
Filtration Products | 2,161 | 2,616 | 7,277 | 8,280 | |||||||||
Total | $16,887 | $8,676 | $43,037 | $22,607 | |||||||||
Income (loss) from operations | |||||||||||||
Piping Systems | $9,403 | $2,585 | $21,276 | $4,184 | |||||||||
Filtration Products | (486 | ) | (410 | ) | (468 | ) | (505 | ) | |||||
Corporate | (2,537 | ) | (1,990 | ) | (6,715 | ) | (6,516 | ) | |||||
Total | $6,380 | $185 | $14,093 | ($2,837 | ) |
3. | Discontinued operations. On April 30, 2013, the Company sold most of the domestic assets of its subsidiary Thermal Care, Inc. to a subsidiary of IPEG, Inc. for $15 million cash and a deferred payment of $1.1 million, which is held in escrow until May 1, 2014 and included in other assets on the balance sheet. On June 26, 2013, the Company sold substantially all of the assets of the HVAC business previously included in Corporate and Other. In October 2013, the Company decided to sell its remaining industrial process business. These businesses are reported as discontinued operations in the consolidated financial statements and the notes to consolidated financial statements have been revised to conform to the current year reporting. The January 31, 2013 Balance Sheet has been revised to reflect the separate amounts for assets and liabilities that were sold. Results of the discontinued operations for the three and nine months ended October 31, 2013 and 2012 were as follows: |
Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $874 | $11,089 | $13,049 | $31,177 | ||||||||
Gain on disposal of discontinued operations | $— | $— | $11,665 | $— | ||||||||
(Loss) income from discontinued operations | (211 | ) | 415 | (288 | ) | 891 | ||||||
(Loss) income from discontinued operations before income taxes | (211 | ) | 415 | 11,377 | 891 | |||||||
Income tax (benefit) expense | (789 | ) | 89 | 1,867 | 59 | |||||||
Income from discontinued operations, net of tax | $578 | $326 | $9,510 | $832 | ||||||||
4. | Income taxes. Income tax expense (or benefit) for each year is allocated to continuing operations, discontinued operations, extraordinary items, other comprehensive income, and other charges or credits recorded directly to stockholders’ equity. This allocation is commonly referred to as intra-period tax allocation as outlined in ASC 740, Income Taxes ("ASC 740"). When considering intra-period tax allocations, a company also should consider the accounting for income taxes in interim periods. ASC 740-20-45-7 requires that the tax effect of pretax income from continuing operations be determined without regard to the tax effects of items not included in continuing operations. This is commonly referred to as the "incremental approach" where the tax provision is generally calculated for continuing operations without regard to other items. |
5. | Other intangible assets with definite lives. The Company owns several patents, including those covering features of its piping and electronic leak detection systems. The patents are not material either individually, or in the aggregate, because the Company believes sales would not be materially reduced if patent protection were not available. Patents are capitalized and amortized on a straight-line basis over a period not to exceed the legal lives of the patents. The Company expenses costs incurred to renew or extend the term of intangible assets. Gross patents were $2.58 million and $2.55 million as of October 31, 2013 and January 31, 2013, respectively. Accumulated amortization was approximately $2.22 million and $2.18 million as of October 31, 2013 and |
6. | Investment in joint venture. In October 2009 the Company invested $5.9 million, which consisted of $2 million for a 49% interest and $3.9 million for a note receivable, in a Canadian joint venture with The Bayou Companies, Inc., a subsidiary of Aegion Corporation. The joint venture completed an acquisition of Garneau, Inc.'s pipe coating and insulation facility and associated assets located in Camrose, Alberta, Canada, which provides the Company the opportunity to participate in the growing oil sands market. In February 2012, the Company loaned $1 million to the joint venture to be used for capital expenditures. |
Nine Months Ended October 31, | ||
2013 | 2012 | |
Income from joint venture | $248 | $354 |
October 31, 2013 | January 31, 2013 | |||
Current assets | $12,312 | $14,058 | ||
Noncurrent assets | 18,613 | 19,442 | ||
Current liabilities | 2,306 | 2,703 | ||
Noncurrent liabilities | 15,989 | 18,274 | ||
Equity | $12,630 | $12,524 |
Nine Months Ended October 31, | ||||||
2013 | 2012 | |||||
Revenue | $19,913 | $19,389 | ||||
Gross profit | 3,157 | 3,616 | ||||
Income from continuing operations | 1,570 | 1,827 | ||||
Net income | $516 | $726 |
7. | 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, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Stock-based compensation expense | $27 | $106 | $95 | $366 |
Nine Months Ended October 31, | ||
Fair value assumptions | 2013 | 2012 |
Expected volatility | 49.65% - 65.54% | 58.12% - 66.82% |
Risk free interest rate | .74% - 2.82% | .74% - 2.82% |
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 at January 31, 2013 | 969 | $10.77 | 6.6 | $40 | |||||
Granted | 102 | 10.50 | |||||||
Exercised | (135 | ) | 6.72 | 506 | |||||
Expired or forfeited | (55 | ) | 12.64 | ||||||
Outstanding end of period | 881 | 11.25 | 6.3 | 2,770 | |||||
Exercisable end of period | 602 | $12.67 | 5.1 | $1,748 |
Unvested option activity | Unvested Options Outstanding | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | |||||
Outstanding at January 31, 2013 | 383 | $6.91 | $4 | |||||
Granted | 102 | 10.50 | ||||||
Vested | (181 | ) | ||||||
Expired or forfeited | (25 | ) | 6.96 | |||||
Outstanding end of period | 279 | $8.18 | $1,022 |
8. | Earnings per share. |
Three Months Ended October 31, | Nine Months Ended October 31, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Basic weighted average common shares outstanding | 7,068 | 6,924 | 6,995 | 6,921 | ||||
Dilutive effect of equity incentive plans | 95 | — | 46 | — | ||||
Weighted average common shares outstanding assuming full dilution | 7,163 | 6,924 | 7,041 | 6,921 | ||||
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 | 216 | 785 | 362 | 494 | ||||
Stock options with an exercise price below the average market price | 665 | 172 | 519 | 463 |
9. | Interest expense, net. |
Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Interest expense | $332 | $592 | $1,504 | $1,520 | ||||||||
Interest income | (142 | ) | (79 | ) | (422 | ) | (372 | ) | ||||
Interest expense, net | $190 | $513 | $1,082 | $1,148 |
10. | Debt. Debt totaled $40.9 million at October 31, 2013, a net decrease of $1.1 million for the fiscal year. |
11. | Fair value of financial instruments. At October 31, 2013, an interest rate swap agreement that relates to a mortgage note in Denmark was in effect with a notional value of $1.3 million that matures December 2021. The swap agreement, which reduces the exposure to market risks from changing interest rates, exchanges the variable rate to fixed interest rate payments of 2.47%. The exchange traded swap is valued on a recurring basis using quoted market prices and was classified within Level 2 of the fair value hierarchy, which includes significant other observable inputs because the exchange is not deemed an active market. The derivative mark to market of $57 thousand was included in other long-term liabilities on the consolidated balance sheet. |
12. | Recent accounting pronouncements. The Company evaluated recent accounting pronouncements and does not expect them to have a material impact on the consolidated financial statements. |
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 9, 2013 | /s/ Bradley E. Mautner |
Bradley E. Mautner | ||
Director, President and | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: | December 9, 2013 | /s/ Karl J. Schmidt |
Karl J. Schmidt | ||
Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
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 9, 2013 |
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 9, 2013 |
Debt
|
9 Months Ended |
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Oct. 31, 2013
|
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Debt [Abstract] | |
Debt Disclosure [Text Block] | Debt. Debt totaled $40.9 million at October 31, 2013, a net decrease of $1.1 million for the fiscal year. 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, 2016, the Company can borrow up to $25 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 specific levels of profitability and cash flows. At October 31, 2013, 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 of 0.50 in effect plus prime rate; or (b) a margin of 2.75 in effect plus the LIBOR rate for the corresponding interest period. As of October 31, 2013, the Company had borrowed $11.7 million at prime and LIBOR rates and had $8.7 million available to it under the revolving line of credit. In addition, $0.3 million of availability was used under the Loan Agreement primarily to support letters of credit to guarantee amounts committed for inventory purchases. The Loan Agreement provides that all domestic receipts are deposited in a bank account from which all funds may only be used to pay the debt under the Loan Agreement. At October 31, 2013, the amount of such restricted cash was $2 million. Cash required for operations is provided by draw downs on the line of credit. Revolving lines foreign. The Company also has credit arrangements used by its Danish and Middle Eastern subsidiaries. These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Company operates. The credit arrangement covenant requires a minimum tangible net worth to be maintained. At October 31, 2013, the Company was in compliance with the covenant under the credit arrangement. Interest rates are as follows 4.00% per annum below National Bank of Fujairah Base Rate, minimum 3.50% per annum and Emirates Inter Bank Offered Rate (EIBOR) plus 3.50% per annum. The Company's interest rates range from 3.5% to 6%. At October 31, 2013, borrowings under these credit arrangements totaled $9 million; an additional $17.4 million remained unused. On April 27, 2010, the Company obtained a loan with no maturity date in the amount of $2 million collateralized by the cash surrender value of insurance policies on the lives of key executive officers. The loans carried interest at a rate of 4.25% and required interest only payments annually. At January 31, 2013, the balance was $1.8 million. In October 2013, the loan was paid down, and the remaining loan balance of $64 thousand was paid in November 2013. |
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