SEC Comment Letter for Perma-Pipe International Holdings, Inc. (PPIH) (CIK 0000914122) (PPIH) — Feb 3, 2009
Perma-Pipe International Holdings, Inc. (PPIH) (CIK 0000914122)
Date: Feb. 3, 2009 · CIK: 0000914122 · Accession: 0000000000-09-005597
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 23, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE February 3, 2009 Mr. Michael D. Bennett Vice President, Secretary and Treasurer, MFRI, Inc. 7720 N. Leigh Ave Niles, IL 60714 Re: MFRI, Inc. Form 10-K for the year ended January 31, 2008 Definitive Proxy Statement on Schedule 14A, filed May 29, 2008 Form 10-Q for the quart er ended October 31, 2008 File No. 1-32530
Dear Mr. Bennett: We have reviewed your response to our letter dated December 23, 2008 and have the following comments. We ask that you respond by February 18, 2009.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspe ct of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended January 31, 2008
Critical Accounting Estimates a nd Policies – Goodwill…, page 25
1. We note you have identified Goodwill as a cri tical accounting policy. In order to provide readers with a better insi ght into management’s judg ments in accounting for goodwill, please disclose the following:
• A qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon reasonable likely changes; and • How the assumptions and methodologies us ed for valuing goodwill in the current year have changed since the prior year highlighting the impact of any changes.
Mr. Michael D. Bennett MFRI, Inc. February 3, 2009 Page 2
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 9
2. We note your responses to comments 9 a nd 10 in our letter dated December 23, 2008. Please confirm to us that by your responses you mean that you intend to disclose in future filings the particular information requested by comments 9 and 10.
As appropriate, please amend your filing a nd respond to these comments within 10 business days or tell us when you will provide us with a response. Plea se provide us with a supplemental response letter that keys your re sponses to our comments and provides any requested supplemental information. Detailed letter s greatly facilitate our review. Please file your supplemental response on EDGAR as a corres pondence file. Please understand that we may have additional comments after reviewing your responses to our comments. If you have any questions regarding these comments, please direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732, Hagen Ganem, Attorney, at (202) 551-3330, Jennifer Hardy, Legal Branch Chief, at (202) 551-3767 or to the unde rsigned at (202) 551-3768.
Sincerely, John Cash Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
February 3, 2009
Mr. Michael D. Bennett Vice President, Secretary and Treasurer, MFRI, Inc. 7720 N. Leigh Ave Niles, IL 60714
Re: MFRI, Inc.
Form 10-K for the year ended January 31, 2008 Definitive Proxy Statement on Schedule 14A, filed May 29, 2008
Form 10-Q for the quart er ended October 31, 2008
File No. 1-32530
Dear Mr. Bennett:
We have reviewed your response to our letter dated December 23, 2008 and have the
following comments. We ask that you respond by February 18, 2009.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or on any other aspe ct of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
Form 10-K for the year ended January 31, 2008
Critical Accounting Estimates a nd Policies – Goodwill…, page 25
1. We note you have identified Goodwill as a cri tical accounting policy. In order to provide
readers with a better insi ght into management’s judg ments in accounting for goodwill,
please disclose the following:
• A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumptions based upon reasonable likely changes; and
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.
Mr. Michael D. Bennett
MFRI, Inc.
February 3, 2009 Page 2
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 9
2. We note your responses to comments 9 a nd 10 in our letter dated December 23, 2008.
Please confirm to us that by your responses you mean that you intend to disclose in future
filings the particular information requested by comments 9 and 10.
As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us with a response. Plea se provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information. Detailed letter s greatly facilitate our review. Please file
your supplemental response on EDGAR as a corres pondence file. Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Hagen Ganem, Attorney, at (202) 551-3330,
Jennifer Hardy, Legal Branch Chief, at (202) 551-3767 or to the unde rsigned at (202) 551-3768.
Sincerely, John Cash Branch Chief