SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ------- EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2000 -------------------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ------- EXCHANGE ACT OF 1934 For the transition period from to ---------- ----------- Commission file number 0-18370 ------- MFRI, INC. - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3922969 - ---------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7720 Lehigh Avenue Niles, Illinois 60714 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (847) 966-1000 - ---------------------------------------------------------------------------- (Registrant's telephone number, including area code) - ---------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- On September 8, 2000, there were 4,922,364 shares of the Registrant's common stock outstanding.
PART I - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying interim condensed 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. Certain information and footnote disclosures have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 2000. The results of operations for the quarter and six months ended July 31, 2000 are not necessarily indicative of the results to be expected for the full year 2000. <TABLE> MFRI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share information) <CAPTION> Three Months Ended Six Months Ended July 31, July 31, ------------------ ---------------- 2000 1999 2000 1999 ------- ------- ------- ------- <S> <C> <C> <C> <C> Net sales $41,579 $36,505 $75,734 $66,044 Cost of sales 32,429 27,179 58,826 49,429 ------- ------- ------- ------- Gross profit 9,150 9,326 16,908 16,615 Selling expense 3,177 2,991 6,379 5,816 General and administrative expense 3,838 3,806 7,245 7,211 ------- ------- ------- ------- Income from operations 2,135 2,529 3,284 3,588 Interest expense - net 766 737 1,447 1,413 ------- ------- ------- ------- Income before income taxes 1,369 1,792 1,837 2,175 Income taxes 561 735 753 892 ------- ------- ------- ------- Net income $ 808 $ 1,057 $ 1,084 $ 1,283 ======= ======= ======= ======= Net income per common share - basic $0.16 $0.21 $0.22 $0.26 Net income per common share - diluted $0.16 $0.21 $0.22 $0.26 Weighted average common shares outstanding 4,922 4,922 4,922 4,922 Weighted average common shares outstanding assuming full dilution 4,922 4,932 4,923 4,927 </TABLE> See notes to condensed consolidated financial statements. 1
<TABLE> MFRI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands except per share information) <CAPTION> July 31, January 31, 2000 2000 -------- ----------- <S> <C> <C> ASSETS Current Assets: Cash and cash equivalents $ 559 $ 665 Trade accounts receivable, net 28,208 22,842 Costs and estimated earnings in excess of billings on uncompleted contracts 4,686 2,517 Deferred income taxes 2,433 2,432 Inventories 24,446 20,800 Prepaid expenses and other current assets 1,742 2,239 -------- ------- Total current assets 62,074 51,495 Property, Plant and Equipment, At Cost 42,172 40,261 Less Accumulated Depreciation 13,558 11,788 -------- ------- Property, plant and equipment, net 28,614 28,473 Other Assets: Goodwill, net 13,155 13,499 Other, net 4,168 4,309 -------- ------- Total other assets 17,323 17,808 -------- ------- Total Assets $108,011 $97,776 ======== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 13,634 $ 9,700 Commissions payable 5,716 5,640 Current maturities of long-term debt 2,761 2,774 Billings in excess of costs and estimated earnings on uncompleted contracts 800 317 Other current liabilities 5,070 5,322 -------- ------- Total current liabilities 27,981 23,753 Long-Term Liabilities: Long-term debt, less current maturities 39,000 33,755 Deferred income taxes 1,963 1,974 Other 311 466 -------- ------- Total long-term liabilities 41,274 36,195 Stockholders' Equity: Common stock, $ .01 par value, authorized - 50,000 and 15,000 shares at July 31 and January 31, respectively; outstanding - 4,922 shares at July 31 and January 31 49 49 Additional paid-in capital 21,397 21,397 Retained earnings 18,057 16,973 Accumulated other comprehensive loss (747) (591) --------- -------- Total stockholders' equity 38,756 37,828 --------- -------- Total Liabilities and Stockholders' Equity $108,011 $97,776 ======== ======= </TABLE> See notes to condensed consolidated financial statements. 2
<TABLE> MFRI, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) <CAPTION> Six Months Ended July 31, ------------------------- 2000 1999 -------- --------- <S> <C> <C> Cash Flows from Operating Activities: Net income $ 1,084 $ 1,283 Adjustments to reconcile net income to net cash flows from operating activities: Provision for depreciation and amortization 2,262 1,925 Change in operating assets and liabilities: Trade accounts receivable (5,511) (3,390) Costs and estimated earnings in excess of billings on uncompleted contracts (2,180) (1,290) Inventories (3,716) (1,457) Prepaid expenses and other current assets 476 412 Current liabilities 4,379 1,389 Other operating assets and liabilities (194) (284) --------- --------- Net Cash Flows from Operating Activities (3,400) (1,412) --------- --------- Cash Flows from Investing Activities: Proceeds from sale of property and equipment - 342 Net purchases of property and equipment (2,031) (1,830) --------- --------- Net Cash Flows from Investing Activities (2,031) (1,488) --------- --------- Cash Flows from Financing Activities: Payments on capitalized lease obligations (111) (144) Borrowings under revolving, term and mortgage loans 25,439 22,776 Repayment of debt (20,018) (19,629) --------- --------- Net Cash Flows from Financing Activities 5,310 3,003 --------- --------- Effect of Exchange Rate Changes on Cash and Cash Equivalents 15 (28) --------- --------- Net Increase (Decrease) in Cash and Cash Equivalents (106) 75 Cash and Cash Equivalents - Beginning of Period 665 579 -------- --------- Cash and Cash Equivalents - End of Period $ 559 $ 654 ======== ========= </TABLE> See notes to condensed consolidated financial statements. 3
MFRI, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JULY 31, 2000 1. Inventories consisted of the following: <TABLE> <CAPTION> (In thousands) July 31, January 31, 2000 2000 ------- ----------- <S> <C> <C> Raw materials $18,262 $15,851 Work in process 2,777 2,641 Finished goods 3,407 2,308 ------- ------- Total $24,446 $20,800 ======= ======= </TABLE> 2. Supplemental cash flow information: <TABLE> <CAPTION> (In thousands) Six Months Ended July 31, ------------------------- 2000 1999 ------- ------- <S> <C> <C> Cash paid for: Interest, net of amounts capitalized $ 1,402 $ 899 Income taxes, net of refunds received 38 111 </TABLE> 3. The basic weighted average shares reconcile to diluted weighted average shares as follows: <TABLE> <CAPTION> (In thousands) Three Months Ended Six Months Ended July 31, July 31, ------------------ ---------------- 2000 1999 2000 1999 ------ ------- ------ ------ <S> <C> <C> <C> <C> Net income $ 808 $ 1,057 $1,084 $1,283 ====== ======= ====== ====== Basic weighted average common shares outstanding 4,922 4,922 4,922 4,922 Dilutive effect of stock options - 10 1 5 ------ ------- ------ ------ Weighted average common shares outstanding assuming full dilution 4,922 4,932 4,923 4,927 ====== ====== ====== ====== Net income per common share - basic $0.16 $0.21 $0.22 $0.26 Net income per common share - diluted $0.16 $0.21 $0.22 $0.26 The weighted average number of stock options not included in the computation of diluted earnings per share of common stock because the options exercise price exceeded the average market price of the common shares were 911,000 and 746,000 for the three months ended July 31, 2000 and 1999, respectively, and 859,000 and 790,000 for the six months ended July 31, 2000 and 1999, respectively. These options were outstanding at the end of each of the respective periods. </TABLE> 4
4. The components of comprehensive income, net of tax, were as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended (In thousands) July 31, July 31, ------------------ ---------------- 2000 1999 2000 1999 ------ ------ ------ ------ <S> <C> <C> <C> <C> Net income $ 808 $1,057 $1,084 $1,283 Change in foreign currency translation adjustments 26 31 (156) (142) ------ ------ -------- ------- Comprehensive income $ 834 $1,088 $ 928 $1,141 ====== ====== ====== ====== </TABLE> Accumulated other comprehensive loss presented on the accompanying condensed consolidated balance sheets consists of the following: <TABLE> <CAPTION> (In thousands) July 31, January 31, 2000 2000 -------- ----------- <S> <C> <C> Accumulated translation adjustment $(678) $(522) Minimum pension liability adjustment (net of tax benefit of $43) (69) (69) ------ ------ Total $(747) $(591) ====== ====== </TABLE> 5. The Company has three reportable segments under the criteria of Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Filtration Products Business manufactures and sells a wide variety of filter elements for air filtration and particulate collection systems. The Piping Systems Business engineers, designs and manufactures specialty piping systems and leak detection and location systems. The Industrial Process Cooling Equipment Business engineers, designs and manufactures chillers, mold temperature controllers, cooling towers, plant circulating systems and coolers for industrial process applications. <TABLE> <CAPTION> (In thousands) Three Months Ended Six Months Ended July 31, July 31, ------------------ ----------------- 2000 1999 2000 1999 ------- ------- ------- ------- <S> <C> <C> <C> <C> Net Sales: Filtration Products $16,378 $13,632 $30,763 $27,010 Piping Systems 16,912 15,302 29,613 24,606 Industrial Process Cooling Equipment 8,289 7,571 15,358 14,428 ------- ------- ------- ------- Total Net Sales $41,579 $36,505 $75,734 $66,044 ======= ======= ======= ======= Gross Profit: Filtration Products $ 3,312 $ 3,504 $ 6,657 $ 6,797 Piping Systems 3,109 3,374 5,361 5,238 Industrial Process Cooling Equipment 2,729 2,448 4,890 4,580 ------- ------- ------- ------- Total Gross Profit $ 9,150 $ 9,326 $16,908 $16,615 ======= ======= ======= ======= </TABLE> 5
<TABLE> <CAPTION> (In thousands) Three Months Ended Six Months Ended July 31, July 31, ------------------ ----------------- 2000 1999 2000 1999 ------- ------- ------- ------- <S> <C> <C> <C> <C> Income from Operations: Filtration Products $ 1,104 $ 1,287 $ 2,069 $ 2,426 Piping Systems 1,217 1,506 1,763 1,680 Industrial Process Cooling Equipment 1,022 756 1,577 1,369 Corporate (1,208) (1,020) (2,125) (1,887) -------- -------- -------- -------- Total Income from Operations $ 2,135 $ 2,529 $ 3,284 $ 3,588 ======== ======== ======== ======= </TABLE> 6. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This statement is effective for fiscal years beginning after June 15, 2000. Management is still assessing the effects adoption of SFAS No. 133 will have on its financial position, results of operations and cash flows. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The statements contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and certain other information contained elsewhere in this report, which can be identified by the use of forward-looking terminology such as "may", "will", "expect", "continue", "remains", "intend", "aim", "should", "prospects", "could", "future", "potential", "believes", "plans" and "likely" or the negative thereof or other variations thereon or comparable terminology, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors. RESULTS OF OPERATIONS MFRI, Inc. Three months ended July 31 Net sales of $41,579,000 for the quarter ended July 31, 2000 increased 13.9 percent from $36,505,000 for the comparable quarter last year. Gross profit of $9,150,000 decreased 1.9 percent from $9,326,000 in the prior year quarter and gross margin declined to 22.0 percent of net sales in the current year from 25.5 percent of net sales in the prior year. Net sales increased in all business segments compared with the prior year quarter. Gross profit and gross margin in the filtration products business and the piping systems business were adversely impacted by lower margins on a large utility contract in the filtration products business and higher than expected costs on two large contracts in the piping systems business. Net income decreased 23.6 percent to $808,000 or $0.16 per common share (diluted) in the current year from $1,057,000 or $0.21 per common share (diluted) in the prior year mainly due to the reduction in gross profit discussed above and higher selling expenses in the current year. 7
Six months ended July 31 Net sales of $75,734,000 for the six months ended July 31, 2000 increased 14.7 percent from $66,044,000 for the comparable period last year. Gross profit of $16,908,000 in the current year increased 1.8 percent from $16,615,000 in the prior year, while the gross margin decreased from 25.2 percent of net sales in the prior year to 22.3 percent of net sales in the current year. Net sales increased in all business segments compared with the prior year, while gross profit increased in all business segments except the filtration products business. Margins in the filtration products business and the piping systems business were adversely impacted by lower margins on a large utility contract in the filtration products business and higher than expected costs on two large contracts in the piping systems business. Net income decreased 15.5 percent to $1,084,000 or $0.22 per common share (diluted) in the current year from $1,283,000 or $0.26 per common share (diluted) in the prior year. The improved gross profit discussed above was more than offset by higher selling expenses in the current year. Filtration Products Business Three months ended July 31 Net sales for the quarter ended July 31, 2000 increased 20.1 percent to $16,378,000 from $13,632,000 for the comparable quarter one year ago. This increase is the result of higher sales in all product categories. Gross profit as a percent of net sales decreased from 25.7 percent in the prior year to 20.2 percent in the current year, primarily as a result of competitive pricing pressures, reduced manufacturing efficiencies and lower margins on a large utility contract in the current year quarter. Selling expense for the quarter ended July 31, 2000 increased to $1,387,000 from $1,321,000 for the comparable quarter last year, but decreased as a percent of net sales from 9.7 percent in the prior year to 8.5 percent in the current year. The dollar increase is attributable to additional sales resources utilized by the domestic operations in the current year. General and administrative expense decreased to $821,000 or 5.0 percent of net sales in the current year quarter from $896,000 or 6.6 percent of net sales for the comparable period one year ago, primarily due to reduced profit-based incentive compensation. Six months ended July 31 Net sales for the six months ended July 31, 2000 increased 13.9 percent to $30,763,000 from $27,010,000 for the comparable period last year. This increase is the result of higher sales in all product categories. Gross profit for the six months as a percent of net sales decreased from 25.2 percent in the prior year to 21.6 percent in the current year, primarily as a result of competitive pricing pressures, reduced manufacturing efficiencies and lower margins on a large utility contract in the current year six-month period. 8
Selling expense for the six months ended July 31, 2000 increased to $2,884,000 from $2,623,000 for the comparable period last year, but decreased from 9.7 percent of net sales in the prior year to 9.4 percent of net sales in the current year. The dollar increase is attributable to additional sales resources utilized by the domestic operations in the current year. General and administrative expense decreased to $1,704,000 or 5.5 percent of net sales in the current year from $1,748,000 or 6.5 percent of net sales for the comparable period one year ago. These changes are primarily due to reduced profit-based incentive compensation. Piping Systems Business Three months ended July 31 Net sales increased 10.5 percent to $16,912,000 for the quarter ended July 31, 2000 from $15,302,000 for the prior year quarter. This increase was primarily due to higher domestic sales, particularly sales of secondary containment piping systems and long lines for mineral transportation, where the remaining $2.1 million of a $5.5 million sales order was realized in the second quarter of the current year. Gross profit as a percent of net sales decreased to 18.4 percent in the current year from 22.0 percent in the prior year, mainly as a result of higher than expected costs on two large contracts. Selling expense increased from $700,000 to $765,000, but was relatively flat as a percentage of net sales at 4.6 percent in the prior year compared with 4.5 percent in the current year. The dollar increase is primarily due to an increase in commission expense for inside sales personnel in the current year resulting from higher sales volume. General and administrative expense decreased from $1,168,000 or 7.6 percent of net sales in the prior year quarter to $1,127,000 or 6.7 percent of net sales in the current year quarter, primarily resulting from reduced profit-based incentive compensation. Six months ended July 31 Net sales increased 20.3 percent to $29,613,000 for the six months ended July 31, 2000 from $24,606,000 in the prior year comparable period, mainly due to increased domestic sales in the all product categories, partially offset by lower sales in the foreign subsidiaries. Gross profit as a percent of net sales decreased from 21.3 percent in the prior year to 18.1 percent in the current year, mainly as a result of higher than expected costs on two large contracts. Selling expense increased from $1,363,000 in the prior year to $1,470,000 in the current year, but decreased from 5.5 percent of net sales in the prior year to 5.0 percent of net sales in the current year. The dollar increase is primarily due to an increase in commission expense for inside sales personnel in the current year resulting from the higher sales volume. 9
General and administrative expense decreased to $2,128,000 or 7.2 percent of net sales in the current year from $2,195,000 or 8.9 percent of net sales in the prior year, mainly because of lower product development costs in the current year. Industrial Process Cooling Equipment Business Three months ended July 31 Net sales of $8,289,000 for the quarter ended July 31, 2000 increased 9.5 percent from $7,571,000 for the comparable quarter in the prior year, mainly due to increased sales to original equipment manufacturers. Gross margin increased from 32.3 percent of net sales in the prior year quarter to 32.9 percent of net sales in the current year quarter, primarily due to a more favorable product mix of sales. Selling expense increased to $1,025,000 in the current year from $970,000 in the prior year, but decreased as a percentage of net sales from 12.8 percent in the prior year to 12.4 percent in the current year. The dollar increase is due to additional personnel needed to expand into new markets. General and administrative expense decreased from $722,000 or 9.5 percent of net sales in the prior year to $682,000 or 8.2 percent of net sales in the current year. This decrease was primarily the result of lower product development costs. Six months ended July 31 Net sales of $15,358,000 for the six months ended July 31, 2000 increased 6.4 percent from $14,428,000 for the comparable period in the prior year, mainly due to increased sales to original equipment manufacturers. Gross margin was relatively flat at 31.8 percent of net sales in the current year compared with 31.7 percent of net sales in the prior year. Selling expense increased from $1,829,000 or 12.7 percent of net sales in the prior year to $2,024,000 or 13.2 percent of net sales in the current year. This increase was primarily the result of additional personnel needed to expand into new markets, coupled with higher commission expenses. General and administrative expense decreased from $1,382,000 or 9.6 percent of net sales to $1,289,000 or 8.4 percent of net sales, mainly due to lower product development costs. 10
General Corporate Expenses General corporate expenses include general and administrative expense not allocated to business segments and interest expense. Three months ended July 31 General and administrative expense increased from $1,020,000 or 2.8 percent of net sales in the prior year quarter to $1,208,000 or 2.9 percent of net sales in the current year quarter, mainly due to higher medical claims expenses, building occupancy costs and employee-related expenses. Interest expense remained relatively flat at $766,000 for the quarter ended July 31, 2000 compared to $737,000 for the prior year quarter. Six months ended July 31 General and administrative expenses increased from $1,887,000 in the prior year to $2,125,000 in the current year, but decreased as a percentage of net sales from 2.9 percent in the prior year to 2.8 percent in the current year. The dollar increase was primarily due to increases in building occupancy costs and employee-related expenses. Interest expense remained relatively flat at $1,447,000 for the six months ended July 31, 2000 compared to $1,413,000 for the comparable period in the prior year. LIQUIDITY AND CAPITAL RESOURCES Liquidity and Operating Cash Flow Cash and cash equivalents as of July 31, 2000 were $559,000 as compared to $654,000 at July 31, 1999. For the six months ended July 31, 2000, $5,421,000 net proceeds of long-term debt were used to fund net operating activities of $3,400,000, net purchases of property and equipment of $2,031,000 and payments on capitalized lease obligations of $111,000. Net cash used by operating activities was $3,400,000 for the six months ended July 31, 2000, compared with $1,412,000 for the six months ended July 31, 1999. The higher sales volume in the current year increased working capital requirements, primarily to fund increases in inventories, accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts. Net cash used for investing activities for the six months ended July 31, 2000 was $2,031,000 versus $1,488,000 for the same period one year ago. Capital expenditures increased from $1,830,000 in the prior year to $2,031,000 in the current year. Proceeds from the sale of property and equipment in the prior year were $342,000, mainly resulting from the sale of certain equipment in New Iberia, Louisiana to a third party in July 1999. The Company leased back the equipment from the third party purchaser. 11
Net cash obtained from financing activities for the six months ended July 31, 2000 was $5,310,000 versus $3,003,000 for the comparable period in the prior year. In the current year, the Company obtained $5,421,000 from net proceeds of long-term debt and utilized $111,000 to repay capitalized lease obligations. The Company obtained $3,147,000 from net proceeds of long-term debt and used $144,000 to repay capitalized lease obligations in the prior year. The Company's current ratio was 2.2 to 1 at July 31, 2000 and January 31, 2000. Debt to total capitalization increased to 51.9 percent at July 31, 2000 from 49.1 percent at January 31, 2000. Financing On December 15, 1996, the Company entered into a private placement with institutional investors of $15,000,000 of 7.21 percent unsecured senior notes due January 31, 2007 (the "Notes due 2007"). The Notes due 2007 require level principal payments beginning January 31, 2001 and continuing annually thereafter, resulting in a seven-year average life. On September 17, 1998, the Company entered into a private placement with institutional investors of $10,000,000 of 6.97 percent unsecured senior notes due September 17, 2008 (the "Notes due 2008"). The Notes due 2008 require level principal payments beginning September 17, 2002 and continuing annually thereafter, resulting in a seven-year average life. On December 19, 1996, the Company entered into an unsecured credit agreement with a bank. Under the terms of this agreement as in effect at July 31, 2000, the Company could borrow up to $6,000,000 under a revolving line of credit. Interest rates were based on one of two options selected by the Company at the time of each borrowing - the prime rate or the LIBOR rate plus a margin for the term of the loan. At July 31, 2000, the prime rate was 9.50 percent and the margin added to the LIBOR rate, which is determined each quarter based on a financial statement ratio, was 1.50 percent. The Company had borrowed $5,500,000 under the revolving line of credit at July 31, 2000. The Company's policy is to classify borrowings under the revolving line of credit as long-term debt since the Company has the ability and the intent to maintain this obligation for longer than one year. In addition, $528,000 was drawn under the agreement as letters of credit. These letters of credit principally guarantee performance to third parties as a result of various trade activities; guarantee performance of certain repairs and payment of property taxes and insurance related to the mortgage note secured by the manufacturing facility located in Cicero, Illinois; and guarantee repayment of a foreign subsidiary's borrowings under an overdraft facility. On August 8, 2000, the December 19, 1996 credit agreement was terminated and the Company entered into an amended and restated unsecured credit agreement with the bank. Under the terms of the August 8 agreement, the Company may borrow up to $10,000,000 under a revolving line of credit, which matures on July 31, 2003. Interest rates are based on one of three options selected by the Company at the time of each borrowing, as follows: (1) the higher of the prime rate or the federal funds rate plus 0.50 percent, (2) the LIBOR rate plus a margin for the term of the loan, or (3) a rate quoted by the bank for the term of the loan. 12
In 1995, the Company received an aggregate of $6,300,000 of proceeds of Industrial Revenue Bonds which were utilized by the Filtration Products Business in Winchester, Virginia and the Piping Systems Business in Lebanon, Tennessee, and which mature in August and September 2007, respectively. These bonds are fully secured by bank letters of credit, which the Company expects to renew, reissue or extend prior to each expiration date during the term of the bonds. The bonds bear interest at a variable rate, which approximates five percent per annum, including letter of credit and re-marketing fees. On November 1, 1999, the Company utilized $1,100,000 of unspent bond proceeds to redeem bonds outstanding as provided in the indenture. On May 8, 1996, the Company purchased a 10.3-acre parcel of land with a 67,000-square foot building adjacent to its Midwesco Filter property in Winchester, Virginia for approximately $1.1 million. The purchase was financed 80 percent by a seven-year mortgage note bearing interest at 8.38 percent and 20 percent by the industrial revenue bonds described above. On June 30, 1998, the Company borrowed $1,400,000 under a mortgage note secured by the manufacturing facility in Cicero, Illinois acquired with the TDC acquisition. The loan bears interest at 6.76 percent and the term of the loan is ten years with an amortization schedule of 25 years. On June 1, 1998, the Company obtained two loans from a Danish bank to partially finance the acquisition of Boe-Therm. The first loan in the amount of 4,500,000 Danish krone ("DKK") (approximately $650,000) is secured by the land and building of Boe-Therm, bears interest at 6.48 percent and has a term of twenty years. The second loan in the amount of 2,750,000 DKK (approximately $400,000) is secured by the machinery and equipment of Boe-Therm, bears interest at 5.80 percent and has a term of five years. In addition, on February 16, 1999, the Company obtained a loan from a Danish bank in the amount of 850,000 DKK (approximately $125,000) to finance the purchase of a parcel of land directly adjacent to the manufacturing facility in Assens, Denmark. This loan is secured by the land and building purchased. On August 10, 1999, the Company obtained a loan from a Danish bank in the amount of 3,000,000 DKK (approximately $425,000) to complete the permanent financing of the Nordic Air acquisition. The loan bears interest at 6.22 percent and has a term of five years. The Company also has short-term credit arrangements utilized by its European subsidiaries. These credit arrangements are generally in the form of overdraft facilities at rates competitive in the countries in which the Company operates. The Company anticipates that cash flows from operating activities will be sufficient to support scheduled principal repayments through 2001. 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is subject to market risk associated with changes in foreign currency exchange rates and interest rates. Foreign currency exchange rate risk is mitigated through several means: maintenance of local production facilities in the markets served, invoicing of customers in the same currency as the source of the products and limited use of foreign currency denominated debt. The Company utilizes foreign currency forward contracts to reduce exposure to exchange rate risks. The forward contracts are short-term in duration, generally one year or less. The major currency exposure hedged by the Company is the Canadian dollar. The contract amounts, carrying amounts and fair values of these contracts were not significant at January 31, 2000, 1999, and 1998. During the quarter ended April 30, 2000, the Company received a contract from the Greater Toronto Airport Authority which is expected to generate approximately 5,600,000 Canadian dollar receipts net of Canadian dollar disbursements (approximately $3,900,000). The Company is using forward contracts to hedge risk from exchange rate changes in the Canadian dollar resulting from transactions related to this contract. The forward contracts are scheduled to settle on or near the maturity dates of the anticipated contract transactions. The next phase of the Euro implementation, the changeover from national currencies to the Euro, is scheduled to begin on January 1, 2002, and is not expected to materially affect the Company's foreign currency exchange risk profile, although some customers may require the Company to invoice or pay in Euros rather than the functional currency of the manufacturing entity. The impact on the Company's cash flows and results of operations from changes in interest rates would not be material because a major portion of the Company's long-term debt is fixed-rate or low interest rate Industrial Revenue Bond debt. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of the stockholders of the Company was held on June 27, 2000. David Unger, Henry M. Mautner, Gene K. Ogilvie, Fati A. Elgendy, Bradley E. Mautner, Don Gruenberg, Arnold F. Brookstone, Eugene Miller, Stephen B. Schwartz and Dennis Kessler were elected as directors of the Company at the meeting. The following is a tabulation of the votes cast for, or withheld, with respect to each nominee: <TABLE> <CAPTION> For Withheld --------- -------- <S> <C> <C> David Unger 3,701,207 290,685 Henry M. Mautner 3,695,907 295,985 Gene K. Ogilvie 3,718,092 273,800 Fati A. Elgendy 3,720,292 271,600 Bradley E. Mautner 3,718,292 273,600 Don Gruenberg 3,718,292 273,600 Arnold F. Brookstone 3,712,992 278,900 Eugene Miller 3,712,992 278,900 Stephen B. Schwartz 3,718,292 273,600 Dennis Kessler 3,718,292 273,600 </TABLE> 14
There were no votes cast against, nor were there any abstentions or broker non-votes with respect to, any nominee. At the annual meeting, the stockholders also considered and voted on a proposal to amend the Company's Certificate of Incorporation to increase the authorized shares of common stock from 15,000,000 shares to 50,000,000 shares. The result of the vote was as follows: 3,263,979 shares of Common Stock were voted to approve the plan, 721,362 shares were voted against, and 6,551 shares abstained. There were no broker non-votes with respect to this proposal. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description ----------- ----------------------- 27 Financial Data Schedule (b) Reports on Form 8-K - None 15
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MFRI, INC. Date: September 8, 2000 /s/ David Unger --------------------------------------------- David Unger Chairman of the Board of Directors Date: September 8, 2000 /s/ Michael D. Bennett --------------------------------------------- Michael D. Bennett Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer) 16