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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Perma Pipe International Holdings Inc | NASDAQ:PPIH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.05 | -0.52% | 9.54 | 6.55 | 9.77 | 9.63 | 9.4464 | 9.60 | 3,353 | 21:30:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-3922969
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
6410 W. Howard Avenue, Niles, Illinois
|
60714
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $.01 per share
|
The NASDAQ Stock Market LLC
|
Item
|
|
Page
|
|
|
|
1.
|
1
|
|
|
2
|
|
|
Filtration Products
|
4
|
|
4
|
|
|
4
|
|
|
5
|
|
1A.
|
5
|
|
1B.
|
9
|
|
2.
|
9
|
|
3.
|
9
|
|
4.
|
9
|
|
|
|
|
|
|
|
5.
|
9
|
|
6.
|
11
|
|
7.
|
11
|
|
7A.
|
18
|
|
8.
|
18
|
|
9.
|
18
|
|
9A.
|
18
|
|
9B.
|
19
|
|
|
|
|
|
|
|
10.
|
Directors, Executive Officers and Corporate Governance
|
19
|
11.
|
Executive Compensation
|
19
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
19
|
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
19
|
14.
|
Principal Accounting Fees and Services
|
19
|
|
|
|
|
|
|
15.
|
20
|
|
|
|
|
21
|
||
52
|
Perma-Pipe, Inc.
|
|
Niles, IL
|
|
New Iberia, LA
|
|
Lebanon, TN
|
|
Perma-Pipe Middle East FZC
|
|
Fujairah, United Arab Emirates
|
|
Perma-Pipe Saudi Arabia, LLC
|
|
Dammam, Kingdom of Saudi Arabia
|
|
Perma-Pipe Canada, Ltd.
|
|
Camrose, Alberta, Canada
|
|
Perma-Pipe India Pvt. Ltd
|
|
Gandhidham, India
|
|
Name
|
Offices and positions, if any, held with the Company; age
|
Executive officer of the Company or its predecessor since
|
David J. Mansfield
|
Director, President and Chief Executive Officer; Age 56
|
2016
|
|
|
|
Karl J. Schmidt
|
Vice President and Chief Financial Officer; Age 63
|
2013
|
|
|
|
Wayne Bosch
|
Vice President, Chief Human Resources Officer; Age 60
|
2013
|
·
|
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 from other activities, which could impair the operation of existing businesses;
|
•
|
failure to successfully integrate the acquired businesses or facilities into existing operations;
|
•
|
inability to maintain key pre-acquisition business relationships;
|
•
|
loss of key personnel of the acquired business or facility;
|
•
|
exposure to unanticipated liabilities; and
|
•
|
failure to realize efficiencies, synergies and cost savings.
|
Illinois
|
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, office space and leased land and 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
|
186,400 square feet on approximately 16 acres
|
•
|
Office Space of approximately 31,650 square feet in Niles, IL is leased until October, 2023.
|
•
|
Nine acres of land in the Kingdom of Saudi Arabia is leased through 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.
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
|
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
|
|
Fiscal 2015
|
|
|
||
Fourth Quarter
|
6.88
|
|
5.17
|
|
Third Quarter
|
5.68
|
|
4.52
|
|
Second Quarter
|
6.40
|
|
5.56
|
|
First Quarter
|
6.83
|
|
5.60
|
|
|
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
|
524,200
|
$11.55
|
96,857
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
January 31,
|
|
($ in thousands
)
|
2017
|
2016
|
Backlog
|
$44,615
|
$47,937
|
($ in thousands)
|
2016
|
|
2015
|
|
% Increase (Decrease)
|
|
Net sales
|
$98,845
|
$122,696
|
(19.4
|
)%
|
||
|
|
|
|
|||
Gross profit
|
11,716
|
26,741
|
(56.2
|
)%
|
||
Percentage of net sales
|
12
|
%
|
22
|
%
|
|
|
|
|
|
|
|||
General and administrative expenses
|
8,430
|
11,211
|
(24.8
|
)%
|
||
Percentage of net sales
|
8.5
|
%
|
9.1
|
%
|
|
|
|
|
|
|
|||
Selling expense
|
5,721
|
4,994
|
14.6
|
%
|
||
Percentage of net sales
|
5.8
|
%
|
4.1
|
%
|
|
|
|
|
|
|
|||
(Loss) income from operations
|
(2,435)
|
10,537
|
(123.1
|
)%
|
||
Percentage of net sales
|
(2.5
|
)%
|
8.6
|
%
|
|
|
|
|
|
|
|||
Income from joint venture
|
—
|
|
602
|
|
(100.0
|
)%
|
Loss on consolidation of joint venture
|
(1,620)
|
—
|
|
(100.0
|
)%
|
|
2016
|
|
2015
|
|
Statutory tax rate
|
34.0
|
%
|
34.0
|
%
|
Repatriation
|
(10.3
|
)%
|
30.2
|
%
|
Valuation allowance for domestic deferred tax assets
|
(4.4
|
)%
|
29.6
|
%
|
Permanent difference management fee allocation
|
—
|
%
|
22.8
|
%
|
Permanent differences other
|
(1.6
|
)%
|
7.9
|
%
|
Foreign tax credit
|
9.6
|
%
|
(28.0
|
)%
|
Differences in foreign tax rate
|
(16.4
|
)%
|
(29.9
|
)%
|
Domestic deferred tax true ups
|
—
|
%
|
(12.7
|
)%
|
Nontaxable income related to the Canadian joint venture
|
(4.2
|
)%
|
(7.5
|
)%
|
Research tax credit
|
—
|
%
|
(2.0
|
)%
|
Valuation allowance for state NOLs
|
(0.9
|
)%
|
3.2
|
%
|
Valuation allowance for foreign NOLs
|
0.3
|
%
|
1.2
|
%
|
Nondeductible Interest
|
(1.9
|
)%
|
—
|
%
|
State taxes, net of federal benefit
|
0.8
|
%
|
(2.1
|
)%
|
All other, net expense
|
(0.3
|
)%
|
(1.0
|
)%
|
Effective income tax rate
|
4.7
|
%
|
45.7
|
%
|
($ in thousands)
|
|
Year Ending January 31,
|
|
|||||||||||||||||
Contractual obligations
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
||||||
Revolving line
North America
(1)
|
$3,813
|
|
$3,813
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
Mortgages (2)
|
9,739
|
|
471
|
|
687
|
|
676
|
|
664
|
|
653
|
|
6,588
|
|
||||||
Revolving line foreign (3)
|
319
|
|
319
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Term loans (2)
|
85
|
|
66
|
|
19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Subtotal
|
13,956
|
|
4,669
|
|
706
|
|
676
|
|
664
|
|
653
|
|
6,588
|
|
||||||
Capitalized lease obligations
|
295
|
|
231
|
|
63
|
|
1
|
|
—
|
|
—
|
|
—
|
|
||||||
Operating lease obligations (4)
|
18,099
|
|
2,199
|
|
1,705
|
|
1,536
|
|
1,475
|
|
1,477
|
|
9,707
|
|
||||||
Projected pension contributions (5)
|
3,462
|
|
348
|
|
345
|
|
347
|
|
342
|
|
347
|
|
1,733
|
|
||||||
Employment agreements (6)
|
1,085
|
|
605
|
|
154
|
|
—
|
|
—
|
|
—
|
|
326
|
|
||||||
Contractual obligations of discontinued operations (7)
|
199
|
|
199
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Uncertain tax position obligations (8)
|
159
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
159
|
|
||||||
Total
|
$37,255
|
$8,251
|
$2,973
|
$2,560
|
$2,481
|
$2,477
|
$18,513
|
(1)
|
Interest obligations exclude floating rate interest on debt payable under the domestic revolving line of credit. Based on the amount of such debt on
January 31, 2017
, and the weighted average interest rate of
3.83%
on that debt, such interest was being incurred at an annual rate of approximately
$0.1 million
.
|
(2)
|
Scheduled maturities, including interest.
|
(3)
|
Scheduled maturities of foreign revolver line, including interest.
|
(4)
|
Minimum contractual amounts, assuming no changes in variable expenses.
|
(5)
|
Includes estimated future benefit payments.
|
(6)
|
Refer to the index for a description of compensation and separation plans.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK -
Not applicable.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE -
None.
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1)
|
Financial Statements - Consolidated Financial Statements of the Company
|
(2)
|
Financial Statement Schedules
|
b.
|
Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report.
|
|
Twelve months ended January 31,
|
|||
(In thousands, except per share data)
|
2017
|
|
2016
|
|
|
|
|
||
Net sales
|
$98,845
|
$122,696
|
||
Cost of sales
|
87,129
|
|
95,955
|
|
Gross profit
|
11,716
|
|
26,741
|
|
|
|
|
||
Operating expenses:
|
|
|
||
General and administrative expense
|
16,783
|
|
18,869
|
|
Selling expense
|
5,721
|
|
4,994
|
|
Total operating expenses
|
22,504
|
|
23,863
|
|
|
|
|
||
(Loss) income from operations
|
(10,788
|
)
|
2,878
|
|
|
|
|
||
Income from joint venture
|
—
|
|
602
|
|
Loss on consolidation of joint venture
|
(1,620
|
)
|
—
|
|
|
|
|
||
Interest expense, net
|
569
|
|
470
|
|
(Loss) income from continuing operations before income taxes
|
(12,977
|
)
|
3,010
|
|
|
|
|
||
Income tax (benefit) expense
|
(611
|
)
|
1,375
|
|
|
|
|
||
(Loss) income from continuing operations
|
(12,366
|
)
|
1,635
|
|
|
|
|
||
Income (loss) from discontinued operations, net of tax
|
688
|
|
(6,044
|
)
|
|
|
|
||
Net loss
|
($11,678)
|
($4,409)
|
||
|
|
|
||
Weighted average common shares outstanding
|
|
|
||
Basic
|
7,488
|
|
7,280
|
|
Diluted
|
7,488
|
|
7,371
|
|
|
|
|
||
(Loss) earnings per share from continuing operations
|
|
|
||
Basic and diluted
|
($1.65)
|
$0.22
|
||
Earnings (loss) per share from discontinued operations
|
|
|
||
Basic and diluted
|
$0.09
|
($0.83)
|
||
Loss per share
|
|
|
||
Basic and diluted
|
($1.56)
|
($0.61)
|
|
Twelve months ended January 31,
|
|||
|
2017
|
|
2016
|
|
|
|
|
||
Net loss
|
($11,678)
|
($4,409)
|
||
|
|
|
||
Other comprehensive income (loss)
|
|
|
||
Currency translation adjustments, net of tax
|
818
|
|
(481
|
)
|
Minimum pension liability adjustment, net of tax
|
423
|
|
863
|
|
Unrealized gain on marketable security, net of tax
|
15
|
|
77
|
|
Interest rate swap, net of tax
|
—
|
|
91
|
|
Other comprehensive income
|
1,256
|
|
550
|
|
|
|
|
||
Comprehensive loss
|
($10,422)
|
($3,859)
|
|
January 31,
|
|||
(In thousands, except per share data)
|
2017
|
2016
|
||
ASSETS
|
|
|
||
Current assets
|
|
|
||
Cash and cash equivalents
|
$7,603
|
$16,631
|
||
Restricted cash
|
1,097
|
|
2,324
|
|
Trade accounts receivable, less allowance for doubtful accounts of $305 on January 31, 2017 and $33 on January 31, 2016
|
31,271
|
|
36,090
|
|
Inventories
|
13,565
|
|
15,625
|
|
Assets of discontinued operations
|
25
|
|
14,241
|
|
Assets held for sale
|
—
|
|
3,062
|
|
Cash surrender value on life insurance policies
|
—
|
|
3,049
|
|
Prepaid expenses and other current assets
|
2,172
|
|
2,397
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
2,091
|
|
2,463
|
|
Total current assets
|
57,824
|
|
95,882
|
|
Property, plant and equipment, net of accumulated depreciation
|
36,275
|
|
25,400
|
|
Other assets
|
|
|
||
Goodwill
|
2,279
|
|
—
|
|
Note receivable from joint venture
|
—
|
|
1,905
|
|
Investment in joint venture
|
—
|
|
9,112
|
|
Other assets
|
5,233
|
|
5,799
|
|
Total other assets
|
7,512
|
|
16,816
|
|
Total assets
|
$101,611
|
$138,098
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||
Current liabilities
|
|
|
||
Trade accounts payable
|
$10,901
|
$11,026
|
||
Commissions and management incentives payable
|
1,845
|
|
2,874
|
|
Deferred compensation liability, current
|
—
|
|
6,167
|
|
Accrued compensation and payroll taxes
|
4,236
|
|
4,274
|
|
Revolving line North America
|
3,813
|
|
5,237
|
|
Current maturities of long-term debt
|
658
|
|
8,767
|
|
Customers' deposits
|
2,640
|
|
3,690
|
|
Liabilities of discontinued operations
|
199
|
|
12,836
|
|
Liabilities held for sale
|
—
|
|
3,439
|
|
Outside commission liability
|
1,612
|
|
1,295
|
|
Other accrued liabilities
|
2,360
|
|
965
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,100
|
|
1,176
|
|
Income tax payable
|
684
|
|
2,339
|
|
Total current liabilities
|
30,048
|
|
64,085
|
|
Long-term liabilities
|
|
|
||
Long-term debt, less current maturities
|
7,258
|
|
1,470
|
|
Deferred compensation liabilities
|
2,523
|
|
3,124
|
|
Deferred tax liabilities - long-term
|
1,829
|
|
160
|
|
Other long-term liabilities
|
540
|
|
231
|
|
Total long-term liabilities
|
12,150
|
|
4,985
|
|
Stockholders' equity
|
|
|
||
Common stock, $.01 par value, authorized 50,000 shares; 7,596 issued and outstanding January 31, 2017 and 7,306 issued and outstanding January 31, 2016
|
76
|
|
74
|
|
Additional paid-in capital
|
53,716
|
|
53,031
|
|
Treasury Stock 27 shares on January 31, 2017 and 45 shares on January 31, 2016
|
(170
|
)
|
(290
|
)
|
Retained earnings
|
8,515
|
|
20,193
|
|
Accumulated other comprehensive loss
|
(2,724
|
)
|
(3,980
|
)
|
Total stockholders' equity
|
59,413
|
|
69,028
|
|
Total liabilities and stockholders' equity
|
$101,611
|
$138,098
|
($ in thousands, except share data)
|
|
Additional Paid-in Capital
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Total Stockholders' Equity
|
||||||
Common Stock
|
||||||||||||
Total stockholders' equity on January 31, 2015
|
$73
|
$52,655
|
$24,602
|
$0
|
($4,530)
|
$72,800
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
|
(4,409
|
)
|
|
|
(4,409
|
)
|
||||
Common stock issued under stock plans, net of shares used for tax withholding
|
1
|
|
98
|
|
|
|
|
99
|
|
|||
Repurchase of common stock
|
|
|
|
(290
|
)
|
|
(290
|
)
|
||||
Stock-based compensation expense
|
|
278
|
|
|
|
|
278
|
|
||||
Interest rate swap
|
|
|
|
|
119
|
|
119
|
|
||||
Pension liability adjustment
|
|
|
|
|
821
|
|
821
|
|
||||
Marketable security
|
|
|
|
|
118
|
|
118
|
|
||||
Foreign currency translation adjustment
|
|
|
|
|
(486
|
)
|
(486
|
)
|
||||
Tax expense on above items
|
|
|
|
|
(22
|
)
|
(22
|
)
|
||||
Total stockholders' equity on January 31, 2016
|
$74
|
$53,031
|
$20,193
|
($290)
|
($3,980)
|
$69,028
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
|
(11,678
|
)
|
|
|
(11,678
|
)
|
||||
Common stock issued under stock plans, net of shares used for tax withholding
|
2
|
|
296
|
|
|
120
|
|
|
418
|
|
||
Stock-based compensation expense
|
|
389
|
|
|
|
|
389
|
|
||||
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
|
$53,716
|
$8,515
|
($170)
|
($2,724)
|
$59,413
|
Common stock shares
|
2016
|
|
2015
|
|
Balance beginning of year
|
7,305,925
|
|
7,290,576
|
|
Treasury stock released (purchased)
|
17,813
|
|
(44,566
|
)
|
Shares issued
|
271,771
|
|
59,915
|
|
Balance end of year
|
7,595,509
|
|
7,305,925
|
|
|
Twelve months ended January 31,
|
|||||
($ in thousands)
|
2017
|
2016
|
||||
Operating activities
|
|
|
||||
Net loss
|
($11,678)
|
($4,409)
|
||||
Adjustments to reconcile net loss to net cash flows used in operating activities
|
|
|
||||
Depreciation and amortization
|
5,521
|
|
5,929
|
|
||
Loss on consolidation of joint venture
|
1,620
|
|
—
|
|
||
Gain on disposal of discontinued operations
|
(127
|
)
|
(8,099
|
)
|
||
Impairment expense on discontinued operation
|
—
|
|
6,480
|
|
||
Deferred tax benefit
|
(33
|
)
|
(249
|
)
|
||
Income from joint venture
|
—
|
|
(602
|
)
|
||
Stock-based compensation expense
|
389
|
|
278
|
|
||
Cash surrender value on life insurance policies
|
(135
|
)
|
206
|
|
||
Provision on uncollectible accounts
|
657
|
|
(59
|
)
|
||
(Gain) loss on disposal of fixed assets
|
(292
|
)
|
101
|
|
||
Changes in operating assets and liabilities
|
|
|
||||
Accounts payable
|
(1,917
|
)
|
5,819
|
|
||
Accrued compensation and payroll taxes
|
(9,227
|
)
|
299
|
|
||
Inventories
|
5,452
|
|
4,027
|
|
||
Customers' deposits
|
(2,303
|
)
|
(2,400
|
)
|
||
Income taxes receivable and payable
|
(128
|
)
|
620
|
|
||
Prepaid expenses and other current assets
|
(997
|
)
|
1,914
|
|
||
Accounts receivable
|
13,698
|
|
(2,809
|
)
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
296
|
|
(1,268
|
)
|
||
Other assets and liabilities
|
(5,027
|
)
|
(8,675
|
)
|
||
Net cash used in operating activities
|
(4,231
|
)
|
(2,897
|
)
|
||
Investing activities
|
|
|
||||
Net proceeds from sale of discontinued operations
|
9,606
|
|
16,373
|
|
||
Capital expenditures
|
(2,257
|
)
|
(6,457
|
)
|
||
Proceeds from surrender of corporate-owned life insurance policies
|
3,185
|
|
—
|
|
||
Acquisition of interest in subsidiary, net of cash acquired
|
(4,672
|
)
|
—
|
|
||
Receipts on loan from joint venture
|
—
|
|
1,890
|
|
||
Proceeds from sales of property and equipment
|
4,356
|
|
2,059
|
|
||
Net cash provided by investing activities
|
10,218
|
|
13,865
|
|
||
Financing activities
|
|
|
||||
Proceeds from revolving lines
|
40,033
|
|
105,636
|
|
||
Proceeds from debt
|
6,059
|
|
918
|
|
||
Proceeds from borrowing against life insurance policies
|
—
|
|
1,916
|
|
||
Payments of debt on revolving lines
|
(49,303
|
)
|
(105,378
|
)
|
||
Payments of other debt
|
(10,151
|
)
|
(2,544
|
)
|
||
Payments of borrowing against life insurance policies
|
—
|
|
(1,916
|
)
|
||
Decrease in drafts payable
|
(323
|
)
|
(467
|
)
|
||
Payments on capitalized lease obligations
|
(1,677
|
)
|
(998
|
)
|
||
Release (repurchase) of common stock
|
120
|
|
(290
|
)
|
||
Stock options exercised and restricted shares issued
|
297
|
|
98
|
|
||
Net cash used in financing activities
|
(14,945
|
)
|
(3,025
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(70
|
)
|
(1,212
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(9,028
|
)
|
6,731
|
|
||
Cash and cash equivalents - beginning of period
|
16,631
|
|
9,900
|
|
||
Cash and cash equivalents - end of period
|
|
$7,603
|
|
|
$16,631
|
|
Supplemental cash flow information
|
|
|
||||
Interest paid
|
$773
|
$749
|
||||
Income taxes paid
|
1,381
|
|
970
|
|
||
Fixed assets acquired under capital leases
|
8
|
|
—
|
|
||
Funds held in escrow related to the sale of Filtration assets
|
502
|
|
1,905
|
|
|
2016
|
2015
|
Net sales
|
|
|
Piping Systems
|
$98,845
|
$122,696
|
Gross profit
|
|
|
Piping Systems
|
$11,716
|
$26,741
|
Income (loss) from operations
|
|
|
Piping Systems
|
$(2,435)
|
$10,537
|
Corporate
|
(8,353)
|
(7,659)
|
Total (loss) income from operations
|
$(10,788)
|
$2,878
|
|
|
|
Segment assets
|
|
|
Piping Systems
|
$98,855
|
$112,161
|
Corporate
|
2,731
|
10,229
|
Total segment assets
|
$101,586
|
$122,390
|
Capital expenditures
|
|
|
Piping Systems
|
$1,925
|
$4,762
|
Corporate
|
332
|
289
|
Total capital expenditures
|
$2,257
|
$5,051
|
Depreciation and amortization
|
|
|
Piping Systems
|
$5,009
|
$3,735
|
Corporate
|
327
|
469
|
Total depreciation and amortization
|
$5,336
|
$4,204
|
|
2016
|
2015
|
|
Net sales
|
|
|
|
United States
|
$42,048
|
$58,707
|
|
Middle East
|
28,009
|
60,749
|
|
Canada
|
25,915
|
2,581
|
|
India
|
2,360
|
372
|
|
Other
|
513
|
287
|
|
Total net sales
|
$98,845
|
$122,696
|
|
|
|
|
|
Property, plant and equipment, net of accumulated depreciation
|
|
|
|
United States
|
$11,747
|
$13,822
|
|
Canada
|
13,276
|
—
|
|
Middle East
|
10,987
|
11,211
|
|
India
|
265
|
367
|
|
Total
|
$36,275
|
$25,400
|
|
2016
|
|
2015
|
|
||
Equity adjustment foreign currency, gross
|
|
($1,409
|
)
|
|
($2,208
|
)
|
Minimum pension liability, gross
|
(1,472)
|
(2,303)
|
||||
Marketable security, gross
|
142
|
118
|
||||
Subtotal excluding tax effect
|
(2,739)
|
(4,393)
|
||||
Tax effect of foreign exchange currency
|
(50)
|
(69)
|
||||
Tax effect of minimum pension liability
|
115
|
523
|
||||
Tax effect of marketable security
|
(50)
|
(41)
|
||||
Total other comprehensive loss
|
($2,724)
|
($3,980)
|
|
2016
|
2015
|
Raw materials
|
$13,648
|
$15,291
|
Work in process
|
1,105
|
1,168
|
Finished goods
|
836
|
722
|
Subtotal
|
15,589
|
17,181
|
Less allowance
|
2,024
|
1,556
|
Inventories
|
$13,565
|
$15,625
|
|
2016
|
2015
|
Land, buildings and improvements
|
$22,330
|
$14,758
|
Machinery and equipment
|
44,538
|
41,534
|
Furniture, office equipment and computer systems
|
4,704
|
5,632
|
Transportation equipment
|
3,690
|
40
|
Subtotal
|
75,262
|
61,964
|
Less accumulated depreciation and amortization
|
38,987
|
36,564
|
Property, plant and equipment, net
|
$36,275
|
$25,400
|
|
January 31, 2016
|
Acquired
|
January 31, 2017
|
||||||
Goodwill
|
|
$—
|
|
|
$2,279
|
|
|
$2,279
|
|
Basic weighted average number of common shares outstanding
|
2016
|
|
2015
|
|
Basic weighted average number of common shares outstanding
|
7,488
|
|
7,280
|
|
Dilutive effect of stock options, deferred stock and restricted stock units
|
—
|
|
91
|
|
Weighted average number of common shares outstanding assuming full dilution
|
7,488
|
|
7,371
|
|
|
|
|
||
Weighted average number of stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices
|
306
|
|
710
|
|
Canceled options during the year
|
(159
|
)
|
(77
|
)
|
Stock options with an exercise price below the average stock price
|
218
|
|
10
|
|
Total purchase consideration:
|
|
|
||
Cash
|
|
|
$7,587
|
|
Loan payable
|
|
2,000
|
|
|
Purchase consideration to third party
|
|
9,587
|
|
|
|
|
|
||
Fair value of 49% previously held equity interest
|
|
7,492
|
|
|
Total purchase consideration
|
|
|
$17,079
|
|
|
|
|
||
Fair value of net assets acquired:
|
|
|
||
Cash and cash equivalents
|
|
|
$2,915
|
|
Property and equipment
|
|
13,124
|
|
|
Goodwill
|
|
2,279
|
|
|
Net working capital
|
|
406
|
|
|
Other assets (liabilities) net
|
|
(1,645
|
)
|
|
Net assets acquired
|
|
|
$17,079
|
|
|
2016
|
|
2015
|
|
||
Net sales
|
|
$10,467
|
|
|
$64,975
|
|
|
|
|
||||
Gain on disposal of discontinued operations
|
|
$209
|
|
|
$8,099
|
|
Impairment expense on discontinued operations
|
—
|
|
(6,480
|
)
|
||
Income (loss) from discontinued operations
|
1,522
|
|
(7,569
|
)
|
||
Income (loss) from discontinued operations before income taxes
|
1,731
|
|
(5,950
|
)
|
||
Income tax expense
|
1,043
|
|
94
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
$688
|
|
|
($6,044
|
)
|
|
|
|
|
January 31,
|
|||||
|
2017
|
2016
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
|
$—
|
|
|
$5
|
|
Trade accounts receivable, net
|
25
|
|
5,720
|
|
||
Inventories, net
|
—
|
|
2,000
|
|
||
Other assets
|
—
|
|
60
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
—
|
|
6,456
|
|
||
Total assets from discontinued operations
|
|
$25
|
|
|
$14,241
|
|
|
|
|
||||
Current liabilities
|
|
|
||||
Trade accounts payable, accrued expenses and other
|
|
$199
|
|
|
$7,514
|
|
Current maturities of long-term debt
|
—
|
|
5,322
|
|
||
Total liabilities from discontinued operations
|
199
|
|
12,836
|
|
|
January 31,
|
|||||
|
2017
|
2016
|
||||
Net cash provided by (used in) discontinued operating activities
|
|
$1,133
|
|
|
($7,113
|
)
|
Net cash provided by discontinued investing activities
|
9,606
|
|
17,026
|
|
||
Net cash used in discontinued financing activities
|
(10,739
|
)
|
(3,025
|
)
|
|
2016
|
2015
|
Costs incurred on uncompleted contracts
|
$82,280
|
$78,843
|
Estimated earnings
|
51,546
|
46,359
|
Earned revenue
|
133,826
|
125,202
|
Less billings to date
|
132,835
|
123,915
|
Costs in excess of billings, net
|
$991
|
$1,287
|
Balance sheet classification
|
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$2,091
|
$2,463
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(1,100)
|
(1,176)
|
Costs in excess of billings, net
|
$991
|
$1,287
|
|
2016
|
|
2015
|
|
Revolving line North America
|
$3,813
|
$5,237
|
||
Mortgage notes
|
7,463
|
|
1,443
|
|
Revolving lines foreign
|
301
|
|
8,131
|
|
Term loans
|
80
|
|
246
|
|
Capitalized lease obligations
|
283
|
|
442
|
|
Total debt
|
11,940
|
|
15,499
|
|
Unamortized debt issuance costs
|
(165
|
)
|
(23
|
)
|
Less current maturities
|
4,517
|
|
14,006
|
|
Total long-term debt
|
$7,258
|
$1,470
|
||
|
|
|
||
Current portion of long-term debt
|
$4,517
|
$14,006
|
||
Unamortized debt issuance costs
|
(46
|
)
|
(2
|
)
|
Total short-term debt
|
$4,471
|
$14,004
|
|
Total
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
||||||
Revolving line North America
|
$3,813
|
|
$3,813
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
Mortgages
|
7,463
|
121
|
355
|
357
|
362
|
367
|
5,901
|
||||||||||||
Revolving line foreign
|
301
|
301
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Term loans
|
80
|
62
|
18
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Capitalized lease obligations
|
283
|
220
|
62
|
1
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total
|
$11,940
|
$4,517
|
$435
|
$358
|
$362
|
$367
|
$5,901
|
Property under capitalized leases
|
2016
|
|
2015
|
|
Machinery and equipment
|
$1,308
|
$1,747
|
||
Transportation equipment
|
22
|
|
22
|
|
Subtotal
|
1,330
|
|
1,769
|
|
Less accumulated amortization
|
646
|
|
726
|
|
Total
|
$684
|
$1,043
|
•
|
Office Space of approximately 31,650 square feet in Niles, IL is leased until October, 2023.
|
•
|
Nine acres of land in the Kingdom of Saudi Arabia is leased through 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.
|
|
Operating Leases
|
Capital Leases
|
||
2017
|
$2,199
|
$231
|
||
2018
|
1,705
|
|
63
|
|
2019
|
1,536
|
|
1
|
|
2020
|
1,475
|
|
—
|
|
2021
|
1,477
|
|
—
|
|
Thereafter
|
9,707
|
|
—
|
|
Subtotal
|
18,099
|
|
295
|
|
Less Amount representing interest
|
|
12
|
|
|
Future minimum lease payments
|
$18,099
|
$283
|
(Loss) income from continuing operations
|
2016
|
2015
|
|
Domestic
|
($8,465)
|
($2,066)
|
|
Foreign
|
(4,512)
|
5,076
|
|
Total
|
($12,977)
|
$3,010
|
Components of income tax (benefit) expense
|
2016
|
|
2015
|
|
Current
|
|
|
||
Federal
|
($106)
|
$12
|
||
Foreign
|
837
|
1,541
|
|
|
State and other
|
(1,309)
|
71
|
|
|
Subtotal
|
(578)
|
1,624
|
|
|
Deferred
|
|
|
||
Federal
|
—
|
|
—
|
|
Foreign
|
(33)
|
(249)
|
||
State and other
|
—
|
|
—
|
|
Subtotal
|
(33)
|
(249)
|
||
Total
|
($611)
|
$1,375
|
|
2016
|
|
2015
|
|
|
Tax (benefit) expense at federal statutory rate
|
($4,412)
|
$1,023
|
|||
Permanent differences management fee allocation
|
—
|
|
619
|
|
|
Domestic valuation allowance
|
567
|
|
804
|
|
|
Permanent differences other
|
205
|
|
214
|
|
|
Valuation allowance for state NOLs
|
122
|
|
88
|
|
|
Differences in foreign tax rate
|
2,131
|
|
(780)
|
||
Foreign tax credit
|
(1,249)
|
(761)
|
|||
Domestic deferred tax true ups
|
—
|
|
(346)
|
||
Research tax credit
|
—
|
|
(54)
|
||
Repatriation
|
1,338
|
|
821
|
|
|
Valuation allowance for foreign NOLs
|
(36)
|
32
|
|
||
Nontaxable loss (income) from the Canadian joint venture
|
551
|
|
(205)
|
||
Nondeductible interest
|
242
|
|
—
|
|
|
State taxes, net of federal benefit
|
(103)
|
(58)
|
|||
All other, net expense
|
33
|
|
(22)
|
||
Total
|
($611)
|
|
$1,375
|
|
Components of deferred income tax assets
|
2016
|
|
2015
|
|
U.S. Federal NOL carryforward
|
$9,348
|
$3,044
|
||
Deferred compensation
|
346
|
|
2,382
|
|
Research tax credit
|
2,703
|
|
2,057
|
|
Foreign NOL carryforward
|
186
|
|
231
|
|
Foreign tax credit
|
4,695
|
|
2,861
|
|
Stock compensation
|
804
|
|
1,061
|
|
Other accruals not yet deducted
|
514
|
|
438
|
|
State NOL carryforward
|
1,877
|
|
1,419
|
|
Accrued commissions and incentives
|
765
|
|
723
|
|
Inventory valuation allowance
|
110
|
|
73
|
|
Other
|
4
|
|
116
|
|
Deferred tax assets, gross
|
21,352
|
|
14,405
|
|
Valuation allowance
|
(18,437
|
)
|
(13,333
|
)
|
Total deferred tax assets, net of valuation allowances
|
$2,915
|
$1,072
|
||
|
|
|
||
Components of the deferred income tax liability
|
|
|
||
Depreciation
|
($2,778)
|
($633)
|
||
Foreign subsidiaries unremitted earnings
|
(1,750
|
)
|
(412
|
)
|
Prepaid
|
(69
|
)
|
(88
|
)
|
Total deferred tax liabilities
|
($4,597)
|
($1,133)
|
||
|
|
|
||
Deferred tax liability, net
|
($1,682)
|
($61)
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Long-term assets
|
$147
|
$99
|
||
Long-term liability
|
(1,829
|
)
|
(160
|
)
|
Total deferred tax liabilities, net of valuation allowances
|
($1,682)
|
($61)
|
|
2016
|
|
2015
|
|
Balance at beginning of the year
|
$1,313
|
$1,288
|
||
Increases in positions taken in a prior period
|
3
|
|
11
|
|
Increases in positions taken in a current period
|
19
|
|
14
|
|
Decreases due to lapse of statute of limitations
|
(4
|
)
|
—
|
|
Balance at end of the year
|
$1,331
|
$1,313
|
Level 1 market value of plan assets
|
2016
|
|
2015
|
|
Equity securities
|
$3,000
|
$3,062
|
||
U.S. bond market
|
2,188
|
2,168
|
||
Real estate securities
|
214
|
|
—
|
|
Subtotal
|
5,402
|
5,230
|
||
Level 2 significant other observable inputs
|
|
|
||
Money market fund
|
$306
|
$351
|
||
Equity securities
|
520
|
302
|
||
Subtotal
|
826
|
653
|
||
Total
|
$6,228
|
$5,883
|
|
||||
Reconciliation of benefit obligations, plan assets and funded status of plan
|
2016
|
|
2015
|
|
Accumulated benefit obligations
|
|
|
||
Vested benefits
|
$6,500
|
$6,587
|
||
Accumulated benefits
|
$6,500
|
$7,020
|
||
|
|
|
||
Change in benefit obligation
|
|
|
||
Benefit obligation - beginning of year
|
$7,020
|
$8,129
|
||
Interest cost
|
278
|
|
266
|
|
Actuarial gain
|
(493
|
)
|
(1,115
|
)
|
Benefits paid
|
(305
|
)
|
(260
|
)
|
Benefit obligation - end of year
|
$6,500
|
$7,020
|
||
|
|
|
||
Change in plan assets
|
|
|
||
Fair value of plan assets - beginning of year
|
$5,883
|
$6,168
|
||
Actual gain (loss) on plan assets
|
650
|
|
(25
|
)
|
Benefits paid
|
(305
|
)
|
(260
|
)
|
Fair value of plan assets - end of year
|
$6,228
|
$5,883
|
||
|
|
|
||
Unfunded status
|
$(272)
|
$(1,137)
|
||
|
|
|
||
Balance sheet classification
|
|
|
||
Prepaid expenses and other current assets
|
$348
|
$326
|
||
Other assets
|
1,201
|
|
1,166
|
|
Deferred compensation liabilities
|
(1,821
|
)
|
(2,629
|
)
|
Net amount recognized
|
$(272)
|
$(1,137)
|
||
|
|
|
||
Amounts recognized in accumulated other comprehensive loss
|
|
|
||
Unrecognized actuarial loss
|
$1,472
|
$2,303
|
||
Net amount recognized
|
$1,472
|
$2,303
|
Weighted-average assumptions used to determine net cost and benefit obligations
|
2016
|
|
2015
|
|
End of year benefit obligation discount rate
|
4.00
|
%
|
4.05
|
%
|
Service cost discount rate
|
4.05
|
%
|
3.35
|
%
|
Expected return on plan assets
|
8.00
|
%
|
8.00
|
%
|
Components of net periodic benefit cost
|
2016
|
2015
|
Interest cost
|
$278
|
$266
|
Expected return on plan assets
|
(458)
|
(479)
|
Recognized actuarial loss
|
146
|
210
|
Net periodic benefit income
|
($34)
|
($3)
|
•
|
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.
|
|
2016
|
|
2015
|
|
||
Stock-based compensation (benefit) expense
|
|
($540
|
)
|
|
$116
|
|
Restricted stock based compensation expense
|
|
$1,243
|
|
|
$470
|
|
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.
|
|
|
2016
|
|
2015
|
|
1.
|
Risk-free interest rate
|
1.2
|
%
|
1.7
|
%
|
2.
|
Expected volatility
|
43.2
|
%
|
43.4
|
%
|
3.
|
Expected life in years
|
5.0
|
|
5.0
|
|
4.
|
Dividend yield
|
—
|
%
|
—
|
%
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual term
|
Aggregate intrinsic value
|
|
Outstanding on January 31, 2015
|
764
|
|
$11.45
|
5.7
|
$0
|
||
|
|
|
|
|
|||
Granted
|
51
|
|
6.38
|
|
|
|
|
Exercised
|
(18
|
)
|
6.48
|
|
|
3
|
|
Expired or forfeited
|
(77
|
)
|
9.93
|
|
|
|
|
Outstanding on January 31, 2016
|
720
|
|
11.38
|
|
5.1
|
34
|
|
|
|
|
|
|
|||
Options exercisable on January 31, 2016
|
554
|
|
$11.94
|
4.2
|
30
|
|
|
|
|
|
|
|
|||
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
|
Unvested options outstanding
|
Options
|
|
Weighted-average grant date fair value
|
|
Aggregate intrinsic value
|
Outstanding on January 31, 2016
|
166
|
|
$9.51
|
$3
|
|
Granted
|
22
|
|
7.33
|
|
|
Vested
|
(72
|
)
|
|
|
|
Expired or forfeited
|
(42
|
)
|
8.98
|
|
|
Outstanding on January 31, 2017
|
74
|
|
$9.31
|
$69
|
|
2016
|
|
2015
|
|
||
Deferred compensation liabilities
|
|
$529
|
|
|
$495
|
|
|
Restricted shares
|
|
Weighted average grant price
|
|
Aggregate intrinsic value
|
|
||
Outstanding on January 31, 2015
|
86
|
|
|
$14.52
|
|
|
$1,242
|
|
Granted
|
108
|
|
6.38
|
|
|
|||
Issued
|
(26
|
)
|
|
|
||||
Forfeited
|
(5
|
)
|
6.38
|
|
|
|||
Outstanding on January 31, 2016
|
163
|
|
|
$6.40
|
|
|
$1,040
|
|
|
|
|
|
|||||
Granted
|
254
|
|
7.29
|
|
|
|||
Issued
|
(91
|
)
|
|
|
||||
Forfeited or used to cover payroll taxes
|
(36
|
)
|
7.75
|
|
|
|||
Outstanding on January 31, 2017
|
290
|
|
|
$8.75
|
|
|
$2,540
|
|
Period
|
Total number of shares purchased (in thousands)
|
Average price paid per share
|
February
|
28
|
$6.64
|
March
|
17
|
6.27
|
April to December
|
—
|
—
|
|
2016
|
|
2015
|
|
Interest expense
|
$746
|
$950
|
||
Interest income
|
(177
|
)
|
(480
|
)
|
Interest expense, net
|
$569
|
$470
|
|
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, 2017
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$33
|
$246
|
$1
|
$27
|
$305
|
|
|
|
|
|
|
Year Ended January 31, 2016
|
|
|
|
|
|
Allowance for possible losses in collection of trade receivables
|
$31
|
$6
|
$4
|
$0
|
$33
|
|
|
|
|
|
|
Date:
|
April 14, 2017
|
/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 14, 2017
|
|
|
|
)
|
|
|
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
|
|
|
|
|
|
EXHIBIT INDEX
|
|
10(o)
|
|
|
Share Purchase Agreement dated as of January 29, 2016 by and among MFRI, Inc., MFRI Holdings (B.V.I.) Ltd, Midwesco Filter Resources Denmark A/S and Hengst Holding GmbH [Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on February 4, 2016]
|
10(p)
|
|
|
Employment agreement with David J. Mansfield dated October 19, 2016 [Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 13, 2016]*
|
10(q)
|
|
|
Agreement with Bradley Mautner dated January 31, 2017 [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 3, 2017]*
|
10(r)
|
|
|
Consulting agreement with Fati Elgendy dated February 1, 2017 [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 3, 2017]*
|
10(s)
|
|
|
Employment agreement with Karl J. Schmidt dated March 17, 2017 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 20, 2017]*
|
21
|
|
|
Subsidiaries of Perma-Pipe International Holdings, Inc.
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP
|
24
|
|
|
Power of Attorney executed by directors and officers of the Company
|
31
|
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
(1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
|
|
|
Section 1350 Certifications
(1) Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(2) Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
|
XBRL Instance
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition
|
101.LAB
|
|
|
XBRL Taxonomy Extension Labels
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation
|
1 Year Perma Pipe Chart |
1 Month Perma Pipe Chart |
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