Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2022

OR

 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2019transition period from ___________ to ____________

Commission File No. 0-18370001-32530

Perma-Pipe International Holdings, Inc.

(Exact name of registrant as specified in its charter)

logo10q.jpg

Delaware

36-3922969

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6410 W. Howard Street, Niles, Illinois

60714

(Address of principal executive offices)

(Zip Code)

(847) 966-1000 

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $.01 par value per share

PPIH

The NASDAQNasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.         Yes ☐  No ☒

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 ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐  Accelerated filer ☐  Non-accelerated filer ☐  Smaller reporting company ☒  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrantregistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐  No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (the exclusion of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant) was $68,544,111.75$53,405,526.85 based on the closing sale price of $9.05$6.89 per share as reported on the NASDAQNasdaq Global Market on July 31, 2018.2021.

The number of shares of the registrant's common stock outstanding at April 10, 201914, 2022 was 7,883,522.8,154,154.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant's definitive proxy statement for its 20192022 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after January 31, 2019,2022, are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

 

 

 

Perma-Pipe International Holdings, Inc.

 

FORM 10-K

 

For the fiscal year ended January 31, 20192022

TABLE OF CONTENTS

Item

Item

Page

Item

Page

Part I

Part I

 

Part I

 

1.

Business

2

Business

2

Products and Services

2

Products and Services

2

Employees

3

Employees

3

Executive Officers of the Registrant

4

Information about our Executive Officers

4

1A.

Risk Factors

5

Risk Factors

5

1B.

Unresolved Staff Comments

10

Unresolved Staff Comments

10

2.

Properties

10

Properties

10

3.

Legal Proceedings

10

Legal Proceedings

10

4.

Mine Safety Disclosures

10

Mine Safety Disclosures

10

 

 

 

 

Part II

Part II

 

Part II

 

5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

6.

Selected Financial Data

12

[Removed and Reserved]

12

7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

7A.

Quantitative and Qualitative Disclosures About Market Risk

18

Quantitative and Qualitative Disclosures About Market Risk

18

8.

Financial Statements and Supplementary Data

18

Financial Statements and Supplementary Data

18

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

18

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

18

9A.

Controls and Procedures

19

Controls and Procedures

19

9B.

Other Information

20

Other Information

20

9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections20

 

 

 

 

Part III

Part III

 

Part III

 

10.

Directors, Executive Officers and Corporate Governance

20

Directors, Executive Officers and Corporate Governance

20

11.

Executive Compensation

20

Executive Compensation

20

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20

13.

Certain Relationships and Related Transactions, and Director Independence

20

Certain Relationships and Related Transactions, and Director Independence

20

14.

Principal Accounting Fees and Services

21

Principal Accounting Fees and Services

21

 

 

 

 

Part IV

Part IV

 

Part IV

 

15.

Exhibits and Financial Statement Schedules

21

Exhibits and Financial Statement Schedules

21

Report of Independent Registered Public Accounting Firm

22

Report of Independent Registered Public Accounting Firm (PCAOB Auditor ID Number 248)

22

16.Form 10-K Summary54Form 10-K Summary54

Signatures

55

Signatures

55

 

 

 

 

PART I

 

Cautionary Statements Regarding Forward Looking Information

 

Certain statements contained in this Annual Report on Form 10-K, 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," "likely," and "probable," 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 ("Exchange Act"), 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 as a result of many factors, including, but not limited to, the following:

 

the Company’s ability to effectively execute its strategic plan and achieve profitability and positive cash flows;Market Condition Risks

the impact of global economic weakness and volatility;

fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products;

the timing of orders for the Company’s products;

decreases in United States government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds;

the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts;

fluctuations in crude oil and natural gas prices;

risks and uncertainties related to the Company’s international business operations;

the Company’s ability to repay its debt and renew expiring international credit facilities;

aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates;

the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers;

the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company;

reductions or cancellations of orders included in the Company’s backlog;

the Company’s ability to attract and retain senior management and key personnel;

the Company’s ability to achieve the expected benefits of its growth initiatives;

 the impact of the coronavirus ("COVID-19") on the Company's results of operations, financial condition and cash flows;
fluctuations in the price of oil and natural gas and its impact on customer order volume for the Company's products;
the impact of global economic weakness and volatility;                 
fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products;             

decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds;   

Financial Risks

the Company’s ability to repay its debt and renew expiring international credit facilities;

the Company’s ability to effectively execute its strategic plan and achieve sustained profitability and positive cash flows;

the Company's ability to collect a long-term account receivable related to a project in the Middle East;               

the Company's ability to interpret changes in tax regulations and legislation; 

the Company’s ability to use its net operating loss carryforwards;                   

 

reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s percentage-of-completionover time revenue recognition;

the Company’s failure to establish and maintain effective internal control over financial reporting;                 

Business Condition Risks

the timing of order receipt, execution, delivery and acceptance for the Company’s products;               

the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts;             

aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates;
the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers;         

the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company;             

reductions or cancellations of orders included in the Company’s backlog;           

risks and uncertainties specific to the Company's international business operations;

the Company’s failure to establish and maintain effective internal control over financial reporting; and

General Risks

the Company’s ability to attract and retain senior management and key personnel;

the Company’s ability to achieve the expected benefits of its growth initiatives; and

the impact of cybersecurity threats on the Company’s information technology systems.

 

1

 

Item 1. BUSINESS

 

Perma-Pipe International Holdings, Inc., collectively with its subsidiaries ("PPIH", the "Company" or the "Registrant"), is engaged in the manufacture and sale of products in one reportable segment: Piping Systems. The Company was incorporated in Delaware on October 12, 1993. The Company's common stock is traded on the Nasdaq Global Market and reported under the ticker symbol "PPIH". The Company's fiscal year ends on January 31. Years, results and balances described as 20182022, 2021 and 20172020 are for the fiscal years ended January 31, 20192023, 2022 and 2018,2021, respectively.

 

Products and services. The Company engineers, designs, manufactures and sells specialty piping systems and leak detection systems. Specialty piping systems include: (i) insulated and jacketed district heating and cooling ("DHC") piping systems for efficient energy distribution from central energy plants to multiple locations, (ii) primary and secondary containment piping systems for transporting chemicals, hazardous fluids and petroleum products, and (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines.pipelines, and (iv) liquid and powder based anti-corrosion coatings applied both to the external and internal surfaces of steel pipe, including shapes like bends, reducers, tees, and other spools/fittings used in pipelines for the transportation of oil and gas products and potable water. The Company's leak detection systems are sold with its piping systems or on a stand-alone basis to monitor areas where fluid intrusion may contaminate the environment, endanger personal safety, cause a fire hazard, impair essential services or damage equipment or property.

 

The Company frequently engineers and custom fabricates to job site dimensions and incorporates provisions for thermal expansion due to cycling temperatures. This custom fabrication helps to minimize the amount of field labor required by the installation contractor. Most of the Company's piping systems are produced for underground installations and, therefore, require trenching, which is the responsibility of the general contractor, and completed by unaffiliated installation contractors.

 

The Company’s piping systems are typically sold as a part of large discrete projects, and both the domestic and Canadian customer demand variescan vary by season.reporting period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").Operations."

 

Operating Facilities: The Company operates its business from the following locations:

 

Perma-Pipe, Inc.

Perma-Pipe Middle East FZC

Niles, IL

Fujairah, United Arab Emirates

New Iberia, LA

Perma-Pipe Saudi Arabia, LLC

Lebanon, TN

Dammam, Kingdom of Saudi Arabia

Perma-Pipe Canada, Ltd.

Perma-Pipe India Pvt. Ltd

Camrose, Alberta, Canada

Gandhidham, India

Perma-Pipe Egypt for Metal Fabrication and Insulation Industries (Perma-Pipe Egypt) S.A.E.
Beni Suef, Egypt

 

Customers and sales channels. The Company's customer base is industrially and geographically diverse. In the United States, the Company employs inside and outside sales managers who use and assist a network of independent manufacturers' representatives, none of whom sell products that are competitive with the Company's piping systems. The Company employs a direct sales force to market and sell products and services in Canada, India, Egypt, and in several countries in the Middle East to market and sell products and services.East. On a country by countrycountry-by-country basis, and where advantageous, the Company uses an agent network is often used to assist in marketing and selling the Company's products and services.

 

OnFor the years ended January 31, 20192022 and January 31, 2018,2021, respectively, no one customer accounted for moregreater than 10% of the Company's consolidated net sales.

 

Three customersAs of January 31, 2022 and 2021, one customer accounted for 42.0%11.9% and 34.9%no one customer accounted for greater than 10% of accounts receivable, on January 31, 2019 and 2018, respectively.

 

Backlog. The Company’s backlog on January 31, 20192022 was $61.0$39.3 million compared to $46.7$52.6 million on January 31, 2018,2021, most of which is expected to be completed within 2022. This decrease was primarily the next 12 months.result of the Company's completion of a significant number of projects during 2021 that were delayed because of the COVID-19 pandemic and related disruptions. The Company defines backlog as the expected total revenue value resulting from confirmed customer purchase orders that have not yet been recognized as revenue. However, by industry practice, orders may be canceled or modified at any time. If a customer cancels an order, the customer is normally responsible for all finished goods produced or shipped, all direct and indirect costs incurred, and also for a reasonable allowance for anticipated profits. No assurance can be given that these amounts will be recovered after cancellation. Any cancellation or delay in orders may result in lower than expected revenue.revenue from the Company's reported backlog.

 

Intellectual property. The Company owns various patents covering its piping and electronic leak detection systems. Thesystems, as well as for some of the features of its sensor cables. These patents are not material to the Company either individually or in the aggregate because the Company believes its sales would not be materially reduced if patent protection werewas not available. The Company owns numerous trademarks connected with its piping and leak detection systems including the following U.S. trademarks: Perma-Pipe®, Chil-Gard®, Double Quik®, Escon-A®, FluidWatch®, Galva-Gard®, Polytherm®, Pal-AT®, LiquidWatch®, PalCom®, Xtru-therm®, Auto-Therm®, Multi-Therm®, Ultra-Therm®, Cryo-Gard®, Sleeve-Gard®, Electro-Gard® and Sulphur-Therm®. The Company also owns a number of trademarks throughout the world. Some of the Company's more significant trademarks include: Auto-Therm®, Cryo-Gard®, Electro-Gard®, Sleeve-Gard®, Permalert®, Pal-AT®, Perma-Pipe®, Polytherm®, Sulphur-Therm®, Ric-Wil®, and Xtru-therm®. 

 

2

 

Suppliers. The basic raw materials used in production are pipes and tubes made of carbon steel, steel alloys, copper, ductile iron, or polymers and various chemicals such as polyols, isocyanate, urethane resin, polyethylene, and fiberglass, which are mostly purchased in bulk quantities. The Company believes there are currently adequate supplies and sources of availability of these needed raw materials. Steel prices began to rise in early 2018 and are expected to continue to rise in 2019. The Company expects normal seasonal price movement during 2019 with steel prices higher than average when compared to 2018. The Company has been updating its quoting system for the movements in steel prices and expects to recover these price differentials through price increases in its products.

 

The sensor cables used in the Company's leak detection and location systems are manufactured to the Company's specifications by companies regularly engaged in manufacturing such cables. The Company owns patents for some of the features of its sensor cables. The Company assembles the monitoring component of its leak detection and location systems from components purchased from many sources.

The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment, raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for raw materials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasing from alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. The Company has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected to continue into 2022, the resulting future disruptions to the Company’s operations are uncertain.

 

Competition. The piping systems market is highly competitive. The Company believes its principal competition consists of over 20 major competitors and more small competitors. The Company believes that quality, service, engineering design capabilities and support, a comprehensive product line, timely execution, plant location and price are key competitive factors.factors in the industry. The Company also believes it has a more comprehensive product line than any competitor. 

 

Research and Development. The Company maintains a standalone research and development function and primarily focuses on activities and development to meet product specifications mandated by its customers and the industry.  

 

Government regulation. The demand for the Company's leak detection and location systems and secondary containment piping systems, which is a small percentage of the Company's total annual piping sales, is driven in the U.S. by federal and state environmental regulation with respect to hazardous waste. The U.S. Federal Resource Conservation and Recovery Act requires, in some cases, that the storage, handling and transportation of fluids through underground pipelines feature secondary containment and leak detection. The U.S. National Emission Standard for hydrocarbon airborne particulates requires reduction of airborne volatile organic compounds and fugitive emissions. Under this regulation, many major refineries are required to recover fugitive vapors and dispose of the recovered material in a process sewer system, which then becomes a hazardous secondary waste system that must be contained. Although there can be no assurances as to the ultimate effects of these governmental regulations, the Company believes such regulations maygenerally increase the demand for its piping systems products.

 

In the United States and Canada, federal government regulations require that all buried oil and gas pipelines that cross state or provincial boundaries or the United States-Canada border, have an anti-corrosion coating system applied. The Company believes that this regulation has a positive effect on demand for its products due to the Company's unique expertise with respect to anti-corrosion coating.

 

Environmental impacts. The Company provides insulated pipe for district energy systems. A district energy system is a highly efficient way to provide heating or cooling to nearby buildings. A central plant produces steam or chilled water, hot and/or chilled water that flows through insulated pipes to nearby buildings. The goal of a district energy system is to centralize production to deliver energy efficiency, reduce operating costs, and use less equipment compared to individual buildings with their own boilers and chillers.  In addition, district heating and cooling plants can provide better pollution control than localized boilers and cooling equipment.

Employees

 

As of January 31, 2019,2022, the Company had approximately 193184 full-time employees working in the United States, of which approximately 7464 were under two collective bargaining agreements, one expiring on March 31, 2022,April 30, 2023, and the other expiring on April 30, 2020.March 31, 2025. There were approximately 508424 full-time employees working at the Company's international locations. The Company considers its relationship with its employees to be good.

 

3

 

Available Information

 

The Company files with and furnishes to the Securities and Exchange Commission ("SEC"), reports, including annual meeting materials, Annual Reportsannual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as amendments thereto. The Company maintains a website, www.permapipe.com, where these reports and related materials are available free of charge as soon as reasonably practicable after the Company electronically deliversfiles or furnishes such material with or to the SEC. The information on the Company's website is not part of this Annual Report on Form 10-K and is not incorporated into this or any other filings by the Company with the SEC.

 

INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT

 

The following table sets forth information regarding the executive officers of the Company as of April 1, 2019:14, 2022:

 

  

Executive officer of the

Name

Offices and Positions; Age

Company since

David J. Mansfield

Director, President and Chief Executive Officer; Age 5861

2016

Grant DewbreChief Operating Officer; Age 532021
   

D. Bryan Norwood

Vice President and Chief Financial Officer; Age 6366

2018

   

Wayne Bosch

Vice President, Chief Human Resources Officer; Age 6265

2013

 

David J. Mansfield: President, and Chief Executive Officer ("CEO") and member of the Board of Directors since November 2016. From 2015 to 2016, Mr. Mansfield served as Chief Financial Officer ("CFO") of Compressor Engineering Corp. & CECO Pipeline Services Co., which provides products and services to the gas transmission, midstream, gas processing, and petrochemical industries. In this position, he had overall responsibility for the group’s financial affairs, including the development and execution of turnaround plans and the successful negotiation of a corporate refinancing. From 2009 to 2014, Mr. Mansfield served as CFO and as Acting CEO of Pipestream, Inc., a venture capital-owned technology development company providing a suite of products to the oil and gas pipeline industry. From 1992 to 2009, Mr. Mansfield was employed with Bredero Shaw, the world’s largest provider of protective coatings for the oil and gas pipeline industry, most recently as Vice President Strategic Planning. During his tenure with Bredero Shaw, Mr. Mansfield served in numerous roles including Vice President Controller, and Commercial General Manager, Europe, Africa & FSU, and played a key role in strategy development and merger and acquisition activities as the company grew from annual revenues of $100 million to over $900 million.

 

4

the division. Before joining the Company, Mr. Dewbre served as Managing Director for Seaway Heavy Lifting in Houston, Texas, a Dutch offshore construction company, which was part of the Subsea 7 group from July 2015 to November 2017. In addition, he was Senior Vice President for Ceona Offshore, a startup offshore construction specialist company based in London, the United Kingdom from December 2013 to June 2015. From March 2004 to November 2013, he held several roles, including project management, sales, and commercial management, in Houston, Texas and Leiden, The Netherlands, for Heerema Marine Contractors, a Dutch offshore construction company specialized in the installation of fixed and floating offshore platforms as well as pipeline installation services. Mr. Dewbre has held various project and plant management and commercial positions in the United States, United Kingdom, Malaysia, Azerbaijan, and at other locations for Bredero Shaw, the world’s largest provider of protective coatings for the oil & gas pipeline industry from October 1992 to February 2004.

 

D. Bryan Norwood: Appointed Vice President and Chief Financial OfficerCFO in November 2018. From 2014 to 2018, Mr. Norwood served as CFO of API Perforating, LLC, an oilfield service company providing stage perforation and wireline services.  From 2012 to 2014, Mr. Norwood served as CFO of Dupre’ Energy Services, LLC, an oilfield service company offering multiple services lines.  From 2010 to 2012, Mr. Norwood was Vice President Finance for the Environmental Services Division of PSC, LLC, a hazardous waste disposal company.  From 1992 to 2010, Mr. Norwood has held several senior leadership positions, including CFO of Smith Equipment Rental and Services, LLC.,LLC, a regional oilfield service provider, Vice President and Treasurer of Key Energy Services, Inc., an oilfield multi-service provider, and Corporate Controller and Vice President Finance-Americas with Bredero Shaw, a global pipe coating provider.

 

Wayne Bosch: Appointed Vice President and Chief Human Resources Officer in December 2013. From 2010 to 2012, Mr. Bosch was Vice President of Human Resources at Pactiv, a $4.0 billion global manufacturer and distributor of food packaging products. Prior to Pactiv, he led the human resource activities at the North American segment of Barilla America, a $6.3 billion global pasta, sauces and bakery manufacturer and was the Chief Human Resources Officer for water filtration leader Culligan International.International Company. Mr. Bosch's background spans the entire spectrum of human resources competencies, including mergers, and acquisitionacquisitions and business integration, in start-up, turnaround and high-growth businesses. HisThe scope of his experience also includes communications, legal, occupational health services,ethics and compliance, health safety environment, risk management, payroll, facilities and general administrative services. On January 3, 2022, Mr. Bosch provided notice to the Company of his intent to retire as the Company's Vice President and Chief Human Resources Officer effective July 3, 2022.  

4

 

Item 1A. RISK FACTORS

 

The Company's business, financial condition, results of operations and cash flows are subject to various risks, including, but not limited to, those set forth below, which could cause actual results to vary materially from recent results or from anticipated future results. These risk factors should be considered together with information included elsewhere in this Annual Report on Form 10-K.

 

Market Condition Risks

The Company’s business has been and may continue to be negatively impacted by the ongoing COVID-19 pandemic.  The COVID-19 pandemic has severely restricted the level of economic activity around the world. In response to this COVID-19 pandemic, the governments of many countries, states, cities and other geographic regions, as well as customers and suppliers, have taken preventative or protective actions, such as imposing restrictions on travel and business operations, shutdowns, lockdowns, mask mandates and other measures. Temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. These actions may continue to expand in scope, type and impact depending on the ongoing severity of the pandemic. These measures, while intended to protect human life, have had and are expected to continue to have significant adverse impacts on domestic and foreign economies. Currently, the effectiveness of economic stabilization efforts being taken by federal and state government authorities to mitigate the effects of these actions and the spread of COVID-19 is uncertain.

This COVID-19 pandemic has impacted, and may continue to impact, the Company's office locations and manufacturing facilities, as well as those of its customers and third-party vendors, including through the effects of facility closures, reductions in operating hours and other social distancing efforts. In addition, the Company has incurred net losses formodified its past two fiscal yearsbusiness practices (including employee travel, employee work locations, and itcancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be unable to achieve profitabilityrequired by government authorities or positive cash flowsthat the Company determines are in the future. Thebest interests of its employees, customers, partners and suppliers. In some cases, customer mitigation efforts have prevented the Company has experienced net lossesfrom accessing the facilities of its customers to deliver products and provide services. In addition, some of the Company’s customers have chosen to delay and some of the Company's customers may choose to abandon projects for which the past two fiscal years. Generating net income and positive cash flowsCompany provides products and/or services as a result of such actions.  Further, the Company may experience disruptions or delays in its supply chain as a result of such actions. While a substantial portion of the Company’s businesses have been classified as an essential business in jurisdictions in which facility closures have been mandated, the Company can provide no assurance that this will not change in the future will depend on its ability to successfully complete and execute its strategic plan. There is no guaranteeor that the CompanyCompany’s businesses will be classified as essential in each of the jurisdictions in which they operate.

The Company’s results of operations, financial condition, liquidity and cash flow in 2020 were materially adversely affected by the COVID-19 pandemic and may in the future be materially adversely affected if the COVID-19 pandemic again worsens, although the extent of any such impacts remains unclear at this time.

Crude oil and natural gas prices are volatile, and any substantial and extended increases or decreases in oil and natural gas prices will likely have a material effect on demand and pricing in the Company's business. Generally, when the prices for crude oil and natural gas are higher, demand for certain of the Company’s products increases and the Company is able to achieve profitability or positive cash flowsnegotiate higher prices. On the other hand, when the prices of crude oil and natural gas are lower, demand for certain of the Company’s products decreases and the Company is forced to compete with lower prices and other concessions. Volatility in the future.The Company’s inability to successfully achieve profitability and positive cash flows maythese commodity prices can also result in it experiencingcircumstances where demand for certain of the Company’s products is suddenly high, but the Company is unable to negotiate higher prices, thereby adversely impacting the Company’s margins and capacity to accept new projects at higher margins. Among the factors that can or could cause these price fluctuations are:

the level of consumer demand;

global supplies of crude oil and natural gas;

global drilling activity;

the actions of other crude oil exporting nations and the Organization of Petroleum Exporting Countries;

government sanctions and boycotts of crude oil, natural gas and other energy products produced by certain countries, such as the current sanctions and boycotts of oil and natural gas provided by Russia as a result of the war in Ukraine;

worldwide economic and political conditions, including political instability or armed conflict in oil and gas producing regions, such as the current war in Ukraine; and

the price and availability of, and demand for, competing energy sources, including alternative energy sources.

Oil prices may continue to be volatile as a serious liquidity deficiencyresult of the disruption of global markets from the war in Ukraine and resulting boycotts of Russian oil and gas by several countries, as well as the ongoing COVID-19 pandemic. West Texas Intermediate crude oil prices have increased from approximately $60 per barrel in material adverse consequencesMarch 2021 to approximately $75 per barrel in December 2021 and further increasing to approximately $100 per barrel in March 2022. While the Company can give no assurance that this increase in prices will result in increased sales and earnings, continued higher prices historically lead to higher capital spending by energy companies. Any U.S. federal government or other restrictions on oil and gas production, transportation or use, could threaten its viability.have an impact on the Company's business; however, most of the Company's sales attributable to oil and gas markets are outside of the United States. As such, any impacts are not expected to be material. 

5

 

Global economic weakness and volatility maywould likely adversely affect operating margins for the Company’s services and products. If the global economy experiences a severe and prolonged downturn, it couldwould likely adversely impact the Company's business, directly or indirectly.business. Downturns in such general economic conditions can significantly affect the business of the Company's customers, which in turn affects demand, volume, pricing, and operating margins for the Company's services and products. A downturn in one or more of the Company's significant markets couldwould likely have a material adverse effect on the Company's business, results of operations, or financial condition.condition and cash flows. Because economic and market conditions vary within the Company's geographic regions, the Company's performance will also vary. In addition, the Company is exposed to fluctuations in currency exchange rates and commodity prices, including rising steel prices and surcharges.volatility in oil prices. The Company notes that the current Russian oil and gas boycotts have caused a surge in oil prices which has impacted some of our material and freight costs, adding to upward pressure from global supply chain impacts from the COVID-19 pandemic. The Company has experienced and anticipates continuing to experience increased prices for purchasing and shipping raw materials. The Company has updated its pricing to customers to offset the impacts of the raw material price increases.

 

Fluctuations in the availability of, and price of, steel may affect the Company's results of operations. The steel industry is highly cyclical in nature, and at times, pricing can be highly volatile due to a number of factors beyond the Company's control, including general economic conditions, import duties, other trade restrictions and currency exchange rates. This volatility may negatively impact market conditions thus reducing project activity.activity and the Company's results of operations. The Company utilizes escalation clauses and bid expiration dates to mitigate any impact of this volatility on its earnings.

 

Through a series of Presidential Proclamations pursuant to Section 232 of the Trade Expansion Act of 1962, as of the date of this filing, U.S. imports of certain steel products are subject to a 25 percent25% tariff (exceptions are Australia, Argentina, Brazil and South Korea)Korea imports), with retaliatory tariffs imposed by importing countries. The Company expects these actionsThese tariffs could lead to increaseincreased steel costs and decreasedecreased supply availability. We routinely insulate steel pipe for our Canadian customers, and these tariffs may lead to project delays or cancellations while they are in place.

 

5

raw materials and components we purchase. If the United States or other countries impose additional tariffs, that could have a further adverse impact on our business. There can be no assurance that the current administration will continue its approach to global trade policies and any changes to those policies could have negative impacts on the price and availability of steel and other imports used in the Company's business. The Company is in active discussions with our suppliers to ensure any supply disruptions are minimal if tariffs increase or there is any outright ban on Chinese imports in the future. 

 

The Company regularly updates its quoting system for the movements in steel prices and intendsattempts to recover these price differentials through price increases in the Company's products,products; however, the Company mayis not always be successful. Any increase in steel prices that is not offset by an increase in the Company's prices that is accepted by customers could have an adverse effect on the Company's business, financial position, results of operations, orfinancial position and cash flows. In addition, if the Company is unable to acquire timely steel supplies, it may need to decline bid and order opportunities, which could also have an adverse effect on the Company's business, financial position, results of operations, orfinancial position and cash flows.

Delays in the timing of orders for the Company’s products may negatively impact the Company’s operating results. Since the Company's revenues are based on discrete projects, the Company's operating results in any reporting period could be negatively impacted as a result of large variations in the level of overall market demand or delays in the timing of project execution phases.

 

Decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and availability of capital funds, may adversely impact demand for the Company’s products. Uncertainty about economic market conditions poses risks that the Company's customers may postpone spending for capital improvement and maintenance projects in response to tighter credit markets or negative financial news, which could have a material negativeadverse effect on the demand for the Company's products. Decreases in U.S. federal and state spending on projects using the Company's products can have negative impact on sales volume from the Company's domestic facilities. Governmental spending on large infrastructure projects in the Gulf Cooperation Council ("GCC") countries vary and spending has in the past been curtailed or delayed as a result of reduced public spending budgets in countries which are dependent on oil and gas revenues and their respective price levels.

 

The Company may not be able to successfully negotiate progress-billing arrangements for its large contracts, which could adversely impact the Company’s working capital needs and credit risk. The Company sells systems and products under contracts that allow the Company to either bill upon the completion of certain agreed upon milestones, or upon actual shipment of the system or product. The Company attempts to negotiate progress-billing milestones on large contracts to help manage its working capital and to reduce the credit risk associated with these large contracts. Consequently, shifts in the billing terms of the contracts in the backlog from period to period can increase the Company's requirements for working capital and can increase its exposure to credit risk.Financial Risks

 

Crude oil and natural gas prices are volatile, and the substantial and extended decline in commodity prices has had, and may continue to have, a material and adverse effect on demand and pricing in the Company's business. Prices for crude oil and natural gas fluctuate widely. Among the factors that can or could cause these price fluctuations are:

the level of consumer demand;

domestic and worldwide supplies of crude oil and natural gas;

domestic and international drilling activity;

the actions of other crude oil exporting nations and the Organization of Petroleum Exporting Countries;

worldwide economic and political conditions, including political instability or armed conflict in oil and gas producing regions; and

the price and availability of, and demand for, competing energy sources, including alternative energy sources.

Generally, when the prices for crude oil and natural gas are higher, demand for the Company’s products increases and the Company is able to negotiate higher prices. On the other hand, when the prices of crude oil and natural gas are lower, demand for the Company’s products decreases and the Company is forced to compete with lower prices and other concessions. Volatility in these commodity prices can also result in circumstances where demand for the Company’s products is suddenly high, but the Company is unable to negotiate higher prices, thereby adversely impacting the Company’s margins and capacity to accept new projects at higher margins.

6

The Company may be unable to repay its debt or renew its expiring international credit facilities. There is a risk that the Company may not be able to remain in compliance with its credit agreement covenants due to, among other matters, the potential impact on the Company's results of operations and financial condition resulting from the COVID-19 pandemic and any adverse developments in the market for oil and gas. If there were an event of default under the Company's current revolving credit facilities, the lenders could cause all amounts outstanding with respect to that debt to be due and payable immediately. The Company cannot assure that its cash flow will be sufficient to fully repay amounts due under any of the financing arrangements, if accelerated upon an event of default, or, that the Company would be able to repay, refinance or restructure the payments under any such arrangements. Complying with the covenants under the Company's domestic and/or foreign revolving credit facilities may limit management's discretion by restricting options such as:

 

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.

incurring additional debt;

entering into transactions with affiliates;

making investments or other restricted payments;

paying dividends, capital returns, intercompany obligations and other forms of repatriation; and

creating liens.

 

The Company’Company has approximately $4.2 million becoming due in 2022 under its various foreign revolving lines of credit. The Company’s credit arrangements used by its Middle Eastern subsidiaries are renewed on an annual basis. In addition to these credit arrangements, the Company also obtains project financing in the Middle East on a project-by-project basis. The Company has approximately $1.8 million becoming due in 2022 under its project financing agreements. While the Company believes that it will be able to renew its Middle East credit arrangements and will have continued access to individual project financing, there is no assurance that such arrangements will be renewed or made available in similar amounts or be on similar terms and conditions as the current arrangements, or that such individual project financing will be available for projects that the Company is interested in pursuing.

 

Any replacement credit arrangements outside of the United States may further limit the Company’s ability to repatriate funds from abroad. Repatriation of funds from certain countries may become limited based upon regulatory restrictions or economically unfeasible because of the taxation of funds when moved to another subsidiary or to the parent company. In addition, any refinancing, replacement or additional financing the Company may obtain could contain similar or more restrictive covenants than those currently applicable to the Company is currently subject to.Company. The Company’s ability to comply with any covenants may be adversely affected by general economic conditions, political decisions, industry conditions and other events beyond management’s control.

 

Aggressive pricing by existing competitors and the entrance

6

 

The Company incurred net losses for its three fiscal years prior to 2019, as well as in 2020, and may be unable to purchase raw materials at favorable prices,maintain sustained levels of profitability or maintain beneficial relationships withpositive cash flows in the future. The Company experienced net losses for its suppliers, which could resultthree fiscal years prior to 2019, as well as in a shortage of supply, or increased pricing. To the extent2020. While the Company relies upon a single source for key components of several of its products, the Company believeswas profitable and had positive cash flow in 2021, there are alternate sources available for such components. However, there can beis no assurance that the interruption of supplies of such components would not have an adverse effect on the financial condition of the Company andguarantee that the Company if required to do so, wouldwill be able to negotiate agreements with alternative sources on acceptable terms.

The Company may be subject to claims for damages for defective products. The Company warrantssustain its products to be free2021 levels of certain defects. The Company has, from time to time, had claims alleging defectsprofitability or positive cash flows in its products. The Company cannot be certain it will not experience material product liability lossesthe future. Generating net income and positive cash flows in the future or that it will not incur significant costs to defend such claims. While the Company currently has product liability insurance, the Company cannot be certain that its product liability insurance coverage will be adequate for liabilities that may be incurred in the future or that such coverage will continue to be available to the Company on commercially reasonable terms. Any claims relating to defective products that result in liabilities exceeding the Company's insurance coverage could have an adverse effect on the Company's business, financial position, results of operations or cash flows.

7

Product and service orders included in the Company’s backlog may be reduced or cancelled. The Company defines backlog as the revenue value resulting from confirmed customer purchase orders that have not yet been recognized as revenue. However, by industry practice, orders may be canceled or modified at any time. If a customer cancels an order, the customer is normally responsible for all finished goods produced or shipped, all direct and indirect costs incurred and also for a reasonable allowance for anticipated profits. No assurance can be given that these amounts will be recovered after cancellation. Any cancellation or delay in orders may result in lower than expected revenue.

The Company may be unable to attract and retain its senior management and key personnel. The Company's ability to meet its strategic and financial goals will depend to a significant extent on the continued contributions of its senior management and key personnel. Future success will also depend in large part on the Company's ability to identify, attract, motivate, effectively utilizesuccessfully complete and retain highly qualified managerial, sales, marketing and technical personnel.execute its strategic plan. The loss of senior management or other key personnel or theCompany’s inability to identify, attractsuccessfully maintain profitability and retain qualified personnel in the future could make it more difficult to manage the Company's business and could adversely affect operations and financial results.

The Company may not be able to achieve the expected benefits from its growth initiatives. The Company's cyclical or general expansionpositive cash flows may result in unanticipatedit experiencing a serious liquidity deficiency resulting in material adverse consequences including significant strain on management, operations and financial systems as well as on the Company's ability to attract and retain competent employees. In the future, the Company may seek to growthat could threaten its business by investing in new or existing facilities, making acquisitions, entering into partnerships and joint ventures, or constructing new facilities, which could entail a number of additional risks, including:

strain on working capital;

diversion of management's attention away 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.

As a result of these and other factors, including general economic risks, the Company may not be able to realize the expected benefits from future acquisitions, new facility developments, partnerships, joint ventures or other investments.viability.

 

The Company's financial results could be adversely affected by changes in international regulations and other activities of U.S. and non-U.S. governmental agencies relatedCompany extended credit to the Company’s international operations. International sales represent a significant portion of the Company's total sales. The Company's sales to foreign customers increased to 61.0% in 2018 from 59.5% in 2017. The Company's anticipated growth and profitability may require increasing current foreign sales volume and may necessitate further international expansion. The Company's financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, other activities of U.S. and non-U.S. governments, agencies and similar organizations, and other factors. These factors include, but are not limited to, changes incustomer for a country's or region's economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced international sales and reduced profitability associated with such sales. In addition, these risks can include extraordinarily delayed collections of accounts receivable. Because the Company conducts a significant portion of its business activitiesproject in the Middle East in 2013 and, if the politicalCompany is unable to collect this account receivable, its future profitability could be adversely impacted. In 2013, the Company started a project in the Middle East as a sub-contractor, with billings in the aggregate amount of approximately $41.9 million. The Company completed all its deliverables in 2015, and economic eventshas since then collected approximately $38.3 million, with a remaining balance due in the amount of $3.6 million. Included in this balance is an amount of $3.4 million, which pertains to retention clauses within the agreements of the countriesCompany's customer, and which become payable by the customer when this project is fully tested and commissioned. In the absence of a firm date for the final commissioning of the project, and due to the long-term nature of this receivable, $2.0 million of this retention amount was reclassified to a long-term receivable account.

The Company has been engaged in ongoing active efforts to collect the outstanding amount. During 2021, the Company received approximately $0.1 million from the customer. In August 2021, the Company has also received an updated acknowledgment of the outstanding balances and assurances of payment from the customer. Further, the Company has been engaged by the customer to perform additional work in 2022 under customary trade credit terms that comprisesupports the GCC can havecontinued cooperation between the Company and the customer. As a material effect onresult, the Company did not reserve any allowance against this amount as of January 31, 2022. However, if the Company’s business.

8

Due to the international scope of the Company’s operations, it is subject to a complex system of commercial and trade regulations around the world. Recent years have seen an increaseany such then uncollected amounts in the development and enforcement of laws regarding trade compliance anti-corruption, such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries as well as new regulatory requirements regarding data privacy. The Company’s foreign subsidiaries are governed by laws, rules and business practices that differ from those of the U.S. If the activities of these entities do not comply with U.S. laws or business practices or the Company’s Code of Business Conduct, then violations of these laws may result in severe criminal or civil sanctions, which could disrupt the Company’s business, and result in an adverse effect on the Company’s reputation, business and results of operations or financial condition. The Company cannot predict the nature, scope or effect of future regulatory requirements to which its operations might be subject or the manner in which existing laws might be administered or interpreted.future.

 

The Company may be impacted by interpretations and changes in tax regulations and legislation which could adversely affect the Company's financial results.results of operations. Tax interpretations, regulations, and legislation in the various jurisdictions in which the Company operates are subject to measurement uncertainty and the interpretations can impact net income, income tax expense or recovery, and deferred income tax assets or liabilities.  Tax rules and regulations, including those relating to foreign jurisdictions, are subject to interpretation and require judgment by the Company that may be challenged by the applicable taxation authorities upon audit.  Although the Company believes its assumptions, judgements and estimates are reasonable, changes in tax laws or the Company's interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in the Company's consolidated financial statements.

 

The Companys ability to use itsnetoperatinglosscarryforwards and certain other tax attributes may be limited. The Company’s net operating loss (“NOL”) carryforwards in the U.S. could expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S. tax law. As of January 31, 2022, the Company had $40.1 million of gross federal NOLs and $2.7 million of state NOLs available to offset the Company’s future taxable income, if any. Of the gross federal NOL amount, $33.8 million will begin to expire between tax years 2030 and 2037 and the remainder has an indefinite carryforward. The state NOLs expire at various dates from 2022 to 2032. The Company may notexperience ownership changes in the future as a result of subsequent shifts in its stock ownership. As a result, if the Company earns net taxable income, the Company’s ability to use its pre-change NOLs to offset U.S. federal taxable income may be ablesubject to recover costs and damages from vendors that supply defective materials. The Companylimitations, which could potentially result in increased future tax liability to the Company. In addition, at the state level, there may receive defective materials from its vendors that are incorporated intobe periods during which the Company's products during the manufacturing process. The cost to repair, remakeuse of NOLs is suspended or replace defective productsotherwise limited, which could be greater than the amount that can be recovered from the vendor. Such excess costs could have an adverse effect on the Company's business, financial position, results of operationsaccelerate or cash flows.permanently increase state taxes owed.

 

The Company may be required to reverse previously recorded revenue and profits as a result of inaccurate estimates made in connection with the Company’s percentage-of-completionover time revenue recognition. The Company recognizes revenues under its stated revenue recognition policy except for sizableCertain domestic complexdivisions have contracts that requirerecognize revenues using periodic recognition of income. For these contracts, the Company uses the "percentage of completion"over time accounting method. This methodology allows revenue and profits to be recognized proportionally over the life of a contract by comparing the amount of the cost incurred to date against the total amount of cost expected to be incurred. The effect of revisions to revenue and total estimated cost is recorded when the amounts are known or can be reasonably estimated. These revisions can occur at any time and could be material. On a historical basis, management believes that reasonably reliable estimates of the progress towards completion on long-term contracts have been made. However, given the uncertainties associated with these types of contracts, it is possible for actual cost to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.

 

The Company’s failure to establish and maintain effective internal control over financial reporting could harm its business and financial results. The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that the Company would prevent or detect a misstatement of its financial statements or fraud.

 

9
7

Business Condition Risks

Delays in the timing of order receipt, execution, delivery and acceptance for the Company’s products generally negatively impact the Company’s operating results. Since the Company's revenues are based on discrete projects, the Company's operating results in any reporting period generally are negatively impacted as a result of large variations in the level of overall market demand or delays in the timing of project execution phases.

The Company may not be able to successfully negotiate progress-billing arrangements for its large contracts, which could adversely impact the Company’s working capital needs, cash flows and credit risk. The Company sells systems and products under contracts that allow the Company to either bill upon the completion of certain agreed upon milestones, or upon actual shipment of the system or product. The Company attempts to negotiate progress-billing milestones on large contracts to help manage its working capital and cash flows, and to reduce the credit risk associated with these large contracts. Consequently, shifts in the billing terms of the contracts in the backlog from period to period can increase the Company's requirements for working capital, negatively impact its cash flows and increase its exposure to credit risk.

Aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates could drive down the Company's profits and reduce the Company's revenue. The Company's business is highly competitive. Some of the Company's competitors are larger and have more resources than the Company. Additionally, many of the Company's products are also subject to competition from alternative technologies and alternative products. In periods of declining demand, the Company's fixed cost structure may limit its ability to cut costs, which may be a competitive disadvantage compared to companies with more flexible cost structures, or may result in reduced operating margins, operating losses and negative cash flows.

The Company may be unable to purchase raw materials at favorable prices, or maintain beneficial relationships with its suppliers, which could result in a shortage of supply, or increased pricing. To the extent the Company relies upon a single source for key components of several of its products, the Company believes there are alternate sources available for such components. However, there can be no assurance that the interruption of supplies of such components would not have an adverse effect on the financial condition of the Company and that the Company, if required to do so, would be able to negotiate agreements with alternative sources on acceptable terms. 

The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment, raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for raw materials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasing from alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. The Company has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected to continue into 2022, the resulting future disruptions to the Company’s operations are uncertain.

The Company may be subject to claims for damages for defective products. The Company warrants its products to be free of certain defects. The Company has, from time to time, had claims alleging defects in its products. The Company cannot be certain it will not experience material product liability losses in the future or that it will not incur significant costs to defend such claims. While the Company currently has product liability insurance, the Company cannot be certain that its product liability insurance coverage will be adequate for liabilities that may be incurred in the future or that such coverage will continue to be available to the Company on commercially reasonable terms. Any claims relating to defective products that result in liabilities exceeding the Company's insurance coverage could have a material adverse effect on the Company's business, results of operations financial position and cash flows.

The Company may not be able to recover costs and damages from vendors that supply defective materials. The Company may receive defective materials from its vendors that are incorporated into the Company's products during the manufacturing process. The cost to repair, remake or replace defective products could be greater than the amount that can be recovered from the vendor. Such excess costs could have an adverse effect on the Company's business, results of operations, financial position and cash flows.

Product and service orders included in the Company’s backlog may be reduced or cancelled. The Company defines backlog as the revenue value resulting from confirmed customer purchase orders that have not yet been recognized as revenue. However, by industry practice, orders may be canceled or modified at any time. If a customer cancels an order, the customer is normally responsible for all finished goods produced or shipped, all direct and indirect costs incurred and also for a reasonable allowance for anticipated profits. No assurance can be given that these amounts will be recovered after cancellation. Any cancellation or delay in orders may result in revenues that are lower than expected.

8

The Company's results of operations could be adversely affected by changes in international regulations and other activities of U.S. and non-U.S. governmental agencies related to the Company’s international operations. International sales represent a significant portion of the Company's total sales. The Company's sales to foreign customers increased to 66.2% in 2021 from 49.8% in 2020. The Company's anticipated growth and profitability may require increasing foreign sales volume and may necessitate further international expansion. The Company's results of operations could be adversely affected by changes in trade, monetary and fiscal policies, laws and regulations, other activities of U.S. and non-U.S. governments, agencies and similar organizations, and other factors. These factors include, but are not limited to, changes in a country's or region's economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers. We cannot predict the impact, if any, changes in foreign policies adopted by the current U.S. administration will have on our business. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced international sales and reduced profitability associated with such sales. In addition, these risks can include extraordinarily delayed collections of accounts receivable. Because the Company conducts a significant portion of its business activities in the Middle East, the political and economic events of the countries that comprise the GCC can have a material effect on the Company’s business, results of operations, financial condition, and cash flows.

Due to the international scope of the Company’s operations, it is subject to a complex system of commercial and trade regulations around the world. Recent years have seen an increase in the development and enforcement of laws regarding trade compliance anti-corruption, such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries as well as new regulatory requirements regarding data privacy. The Company’s foreign subsidiaries are governed by laws, rules and business practices that differ from those of the United States. If the activities of these entities do not comply with U.S. laws or business practices or the Company’s Code of Business Conduct, then violations of these laws may result in severe criminal or civil sanctions, which could disrupt the Company’s business, and result in an adverse effect on the Company’s reputation, business and results of operations or financial condition. The Company cannot predict the nature, scope, or effect of future regulatory requirements to which its operations might be subject or the manner in which existing laws might be administered or interpreted.

General Risks

The Company may be unable to retain its senior management and key personnel. The Company's ability to meet its strategic and financial goals will depend to a significant extent on the continued contributions of its senior management and key personnel. Future success will also depend in large part on the Company's ability to identify, attract, motivate, effectively utilize and retain highly qualified managerial, sales, marketing and technical personnel. The loss of senior management or other key personnel or the inability to identify, attract and retain qualified personnel in the future could make it more difficult to manage the Company's business and could adversely affect operations and financial results.

The Company may not be able to achieve the expected benefits from its growth initiatives. The Company's cyclical or general expansion may result in unanticipated adverse consequences, including significant strain on management, operations and financial systems, as well as on the Company's ability to attract and retain competent employees. In the future, the Company may seek to grow its business by investing in new or existing facilities, making acquisitions, entering partnerships and joint ventures, or constructing new facilities, which could entail a number of additional risks, including:

strain on working capital;

diversion of management's attention away 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.

As a result of these and other factors, including general economic risks, the Company may not be able to realize the expected benefits from future acquisitions, new facility developments, partnerships, joint ventures or other investments.

 

The Company's information technology systems may be negatively affected by cybersecurity threats. The Company faces risks relating to cybersecurity attacks that could cause the loss of confidential information and other business disruptions. The Company relies extensively on computer systems to process transactions and manage its business, and its business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to data and computer systems. Attacks can be both individual and/ or highly organized attempts organized by very sophisticated hacking organizations. The Company employs a number of measures to prevent, detect and mitigate these threats, which include password encryption, frequent password change events, firewall detection systems, anti-virus software in-place and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber-attack. A successful attack could disrupt and otherwise adversely affect the Company's reputation and results of operations, including through lawsuits by third-parties.third parties. The Audit Committee of the Board of Directors is responsible for overseeing the Company's cybersecurity policies and programs. 

9

 

Item 1B. UNRESOLVED STAFF COMMENTS - None.

 

Item 2. PROPERTIES

 

Location

Leased or Owned

Size

Illinois

Leased production facilitiesbuilding and office space

31,650 square feet

Louisiana

Owned production facilitiesbuilding and leased land

30,000 square feet on approximately 5 acres

Tennessee

Owned production facilitiesLeased building and office space

131,800 square feet on approximately 23.5 acres

Texas

Leased office space

2,100 square feet

Canada

Owned production facilitiesbuilding with office space on owned land, leased land and leased office space

102,980 square feet on approximately 158 acres

India

Leased production facilities,building, office space and land

33,700 square feet on approximately 1.2 acres

Kingdom of Saudi Arabia

Owned production facilitiesbuilding and office space on leased land

89,000 square feet on approximately 11 acres

United Arab Emirates

Leased office space and production facilitiesbuilding on leased land

182,100 square feet on approximately 16.4 acresEgypt

Leased building and office space

 

For further information, see Note 76 - Lease information, in the Notes to Consolidated Financial Statements.

 

Item 3.

LEGAL PROCEEDINGS - As of January 31, 2019,2022, the Company had no material pending litigation.

 

Item 4.

MINE SAFETY DISCLOSURES - Not applicable.

 

10

 

PART II

 

Item 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company's common stock is traded on the Nasdaq Global Market under the symbol "PPIH". 

 

As of April 3, 2019,14, 2022, there were approximately 60 stockholders of record and other additional stockholders for whom securities firms or banks acted as nominees.

 

The Company has never declared or paid a cash dividend and does not anticipate paying any cash dividends on its common stock in the foreseeable future. Management presently intends to retain all available funds for the development of the Company's business and for use as working capital.capital, including potentially repurchasing its common stock. The Company's credit facilities also restrict dividend payments. Future dividend policy will depend upon the Company's earnings, capital requirements, financial condition, credit agreement restrictions and other relevant factors. For further information, see "Financing" in Item 7 and Note 65 - Debt, in the Notes to Consolidated Financial Statements.

The Company has not made any sale of unregistered securities during the preceding three years.

 

The Transfer Agent and Registrar for the Company's common stock is Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342 Brentwood, NY 11717, (877) 830-4936 or (720) 378-5591.

 

Unregistered Sales of Equity Securities and Use of Proceeds

The Company has not made any sale of unregistered securities during the preceding three fiscal years.

Issuer Purchases of Equity Securities

On October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $3.0 million of its outstanding shares of common stock. Stock repurchases are permitted to be executed through open market or privately negotiated transactions over the course of 12 months, depending upon current market conditions and other factors. As of January 31, 2022, the Company had repurchased its stock with a total value of $2.0 million, leaving $1.0 million remaining authorized for potential repurchase under the program. 

The following table sets forth information with respect to repurchases by the Company of its shares of common stock during 2021 under its stock repurchase program:

Period

 

Total number of shares purchased

  

Average price paid per share

  

Total number of shares purchased as part of publicly announced plans or programs

  

Approximate dollar value of shares that may yet be purchased under the plans or programs

 

October 1, 2021 - October 31, 2021

  58,528  $8.45   58,528  $2,505,216 

November 1, 2021 - November 30, 2021

  21,350   8.55   21,350   2,322,674 

December 1, 2021 - December 31, 2021

  56,447   7.99   56,447   1,871,840 

January 1, 2022 - January 31, 2022

  97,956   8.81   97,956   1,008,444 

Total

  234,281       234,281     

11

 

Item 6. SELECTED FINANCIAL DATA[REMOVED AND RESERVED] - Not applicable.

 

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

 

Certain statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), 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," "likely," and "probable," 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 Exchange Act 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 as a result of many factors, including, but not limited to, those under the headings Cautionary Statements Regarding Forward Looking Information and Item 1A. Risk Factors.

 

The Company is engaged in the manufacture and sale of products in one reportable segment: Piping Systems. The Company's website is www.permapipe.com. Since the Company's revenues are based on large discrete projects, the Company's operating results in any reporting period could be negatively impacted as a result of large variations in the level of overall market demand or delays in the timing of the specific project phases. 

The analysis presented below and discussed in more detail throughout thethis MD&A was organized to provide instructive information for better understanding the Company's business.results of operations, financial condition and cash flows. However, this MD&A should be read in conjunction with the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, including the notes thereto and the risk factors contained herein. The Company's fiscal year ends on January 31. Years, results and balances described as 2021 and 2020 are for the fiscal years ended January 31, 2022 and 2021, respectively.

 

Consolidated ResultsThe Company is engaged in the manufacture and sale of Operation:products in one reportable segment: Piping Systems. Since the Company's revenues are significantly dependent upon discrete projects, the Company's operating results in any reporting period could be negatively impacted as a result of variations in the level of the Company's discrete project orders or delays in the timing of the specific project phases. 

 

          

% Favorable

 

($ in thousands)

 

2018

  

2017

  

(Unfavorable)

 

Net sales

 $128,965  $105,248   22.5%
             

Gross profit

  23,339   11,742   98.8%

Percentage of net sales

  18.1%  11.2%    
             

General and administrative expenses

  15,357   16,214   5.3%

Percentage of net sales

  11.9%  15.4%    
             

Selling expense

  5,239   5,040   (3.9%)

Percentage of net sales

  4.1%  4.8%    
             

Interest expense, net

  1,122   697   (61.0%)
             
Income/(loss) from operations before income taxes  1,621   (10,209)  N/A 

COVID-19 and the Oil and Gas Market

The Company’s results of operations, financial condition, liquidity and cash flow in 2021 were materially adversely affected by the COVID-19 pandemic and the then depressed market prices for oil and gas. During 2021, the Company experienced improved results as the adverse impact of the COVID-19 pandemic diminished and delayed projects were turned to production.  Increases in oil prices also helped to improve the Company's results in Canada and in the Middle East.  See Item 1A. Risk Factors for additional information. 

Liquidity Position

As discussed further below, on April 14, 2021, the Company entered into a purchase and sale agreement to sell its land and buildings in Lebanon, Tennessee (the "Property"), and subsequently enter into a fifteen-year lease agreement to lease back the Property. The transaction generated net cash proceeds of $9.1 million, following the release of the escrowed amount of $0.4 million in June 2021. The transaction provided significant liquidity for the Company, which used a portion of the proceeds to repay its borrowings under the Senior Credit Facility. The Company expects to use its liquidity for strategic investments and general corporate needs. The Company will lease back the Property at an annual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%.

The Company further enhanced its liquidity position on September 17, 2021 when the North American Loan Parties executed an extension of the Credit Agreement with PNC, providing for a new five-year $18.0 million senior secured revolving credit facility, subject to a borrowing base including various reserves (the “Renewed Senior Credit Facility”). See further discussion below and in Note 5 - Debt, in the Notes to Consolidated Financial Statements.

Supply Chain Constraints

The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment, raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for raw materials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasing from alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. The Company has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected to continue into 2022, the resulting future disruptions to the Company’s operations are uncertain. See Item 1A. Risk Factors for additional information. 

 

12

Results of Operations

Consolidated Results of Operations:

                  

Change favorable

 

($ in thousands)

 

2021

  

2020

  

(Unfavorable)

 
  

Amount

  

Percent of Net Sales

  

Amount

  

Percent of Net Sales

  

Amount

 

Net sales

 $138,552      $84,694      $53,858 
                     

Gross profit

  32,530   23.5%  11,179   13.2%  21,351 
                     

General and administrative expenses

  19,893   14.4%  17,222   20.3%  (2,671)
                     

Selling expense

  4,526   3.3%  5,334   6.3%  808 
                     

Interest expense, net

  828       381       (447)
                     

Other income, net

  1,044       3,983       (2,939)
                     

Income/(loss) from operations before income taxes

  8,327       (7,775)      16,102 
                     

Income tax expense/(benefit)

  2,265       (133)      (2,398)
                     

Net income/(loss)

  6,062       (7,642)      13,704 

 

20182021 Compared to 20172020

 

Net sales:

 

Net sales were $129.0$138.6 million in 2018,2021, an increase of 22.5%$53.9 million, or 63.6%, from $105.2$84.7 million in 2017. Higher revenues were driven by increased oil prices, favorable product mix and better sales and project execution, which resulted in2020. The increase was a result of increased sales volumes in both North America and the Middle East, U.S.North Africa and Canadian markets. We also experienced higher demand for leak detection products.India ("MENA") due largely to recovery from the effects of the COVID-19 pandemic.

 

Cost of sales and grossGross profit:

 

Gross profit increased to $23.3$32.5 million, or 23.5% of net sales, in 2018,2021, an increase of 98.8%$21.4 million, or 191.0%, from 11.7$11.2 million, or 13.2% of net sales, in 2017.2020. This increase is attributed towas primarily driven by higher sales volumes improved pricing and manufacturing efficiencies.without a corresponding increase in fixed plant costs. In addition, the Company's U.A.E. business benefitted from the introduction of a high margin new product line in late 2020. 

  

General and administrative expenses:

 

General and administrative expenses were $15.4$19.9 million in 20182021 compared to $16.2$17.2 million in 2017,2020, an improvementincrease of $0.9$2.7 million, or 5.3%15.5%.

Excluding one-time charges This increase was driven primarily by the increase in both periods, annually recurring general and administrative expenses were flat year over year at approximately $15.0 million.  The one-time charges include $1.2 millionheadcount as operations returned to pre-pandemic levels, as well as incentive compensation associated with the improved financial results in 2017 for internal control review fees incurred in the Middle East region and $0.4 million in 2018 primarily related to the retirement cost of our prior CFO.2021. 

 

Selling expenses:

 

Selling expenses increaseddecreased by $0.8 million, or 15.1%, from $5.3 million in 2020 to $5.2$4.5 million from $5.0 million.in 2021. This increase isdecrease was primarily due to commission expense related to increased sales. 

organizational changes during the year. 

 

13

 

Interest expense:

 

Interest expense increased to $1.1$0.8 million in 20182021 from $0.7$0.4 million in 2017 due2020. This increase is primarily related to higher borrowingsthe sale and increasedleaseback of the Company's land and buildings in Lebanon, Tennessee in April 2021, whereby a portion of the Company's monthly rent payments are recorded to interest rates. expense.

 

Operating resultsOther income, net: 

Other income was $1.1 million in 2021 compared to $4.0 million in 2020, a decrease of $2.9 million. This decrease was primarily the result of income recorded in 2020 for funds received under the PPP program of $3.2 million. Funds received under the Canadian Emergency Wage Subsidy ("CEWS") and Canadian Emergency Rent Subsidy ("CERS") programs in Canada during 2021 were also less than in 2020, as CEWS and CERS grants ceased in the second quarter of 2021. These decreases were offset by individually immaterial increases in our North American businesses.

Income/(loss) from operations before income taxes:

 

Operating resultsIncome from operations before income taxes improvedincreased to income of $1.6$8.3 million in 20182021 compared to a loss of $10.2($7.8) million in 2017.2020. The positive contributing factors were due toincrease was a result of increased sales volumes in both North America and MENA. In addition, the Company's U.A.E. business benefitted from all geographic served markets, improved pricing and manufacturing efficiencies, and lower selling and general administration costs due to the one-time charge in 2017. 

Accounts receivable:

In 2013, the Company started a project in the Middle East as a sub-contractor, with billings in the aggregate amount of approximately $41.9 million. The Company completed all of its deliverables in 2015, and has since then collected approximately $37.5 million, with a remaining balance due in the amount of $4.4 million. Included in this balance is an amount of $3.7 million, which pertains to retention clauses within the agreements of our customer (contractor), and which become payable by the customer when this project is fully tested and commissioned. In the absenceintroduction of a firm date for the final commissioning of the project, and due to the long-term nature of this receivable, $3.5 million of this retention amount was reclassed to a long-term receivable account.

The Company has been engagednew product line in ongoing active efforts to collect the outstanding amount, and has collected $0.7 million during fiscal year 2018, and another $0.3 million subsequent to January 31, 2019. The Company has also received an updated acknowledgment of the outstanding balances and assurances of payment from the customer. As a result, the Company did not reserve any allowance against this amount as of January 31, 2019. However, if the Company’s efforts to collect on this account are not successful in fiscal 2019, then the Company may be required to recognize an allowance for all, or substantially all, of any such then uncollected amounts in the future.late 2020. 

 

Income taxes:

 

The Company's worldwide effective tax rates ("ETR") were 132.7%27.2% and 2.3%1.7% in 20182021 and 2017,2020, respectively. The change in the ETR from the prior year to the current year is largely due to changes in the fact that the Company ismix of income and loss in a positive operating income position in certain taxable jurisdictions. Additional factors include the tax benefit of a Canadian business combination which was realized in 2017,various jurisdictions and the absence of recognizing tax benefits on losses in the United States due to a full valuation allowance applied against the domesticits deferred tax asset. Due to this, even relatively small changes to ordinary income will have a large impact to the ETR. The income tax expense in 2018 is $2.2 million, compared to income tax benefit of $0.2 million in 2017. The Company accrues taxes in various countries where they are generating income while applying a valuation allowance in the U.S. which attributes to the unusually large ETR. The Company remains in a net operating loss ("NOL") carryforward position.assets.

 

TheAs a result of the one-time transition tax from the U.S. Tax Cuts and Jobs Act ("of 2017 (“Tax Act"Act”) was enacted on December 22, 2017 and introduced significant changes, the Company estimates that distributions from foreign subsidiaries will not be subject to incremental U.S. income tax law. Effective in 2018, the Tax Act reduced the U.S. statutory tax rate from 35% to 21%, effective January 1, and created new taxes on certain foreign-sourcedas they will either be remittances of previously taxed earnings and certain related-party payments, whichprofits or eligible for a full dividends received deduction. Current and future earnings in the Company's subsidiaries in Canada and Egypt are referred to as the global intangible low-taxed income tax and the base erosion anti-abuse tax, respectively. Since the Company is a fiscal taxpayer, the Company wasnot permanently reinvested. Earnings from these subsidiaries are subject to a blended federal rate of 33.83%tax in their local jurisdiction, and withholdings taxes in these jurisdictions are considered. The Company's liability has remained consistent at $0.2 million as of January 31, 2018. In addition, in 2017 the Company was subject to the one-time transition tax on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. The Company is subject to a current2022 and deferred federal tax rate of 21% as of January 31, 2019.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of January 31, 2018, as permitted by SAB 118. The accounting for the tax effects of the Tax Act was completed as of January 31, 2019, and the Company recorded a tax expense of less than $0.1 million2021, respectively, related to the one-time transition tax.these taxes.

 

For further information, see Note 87 - Income taxes, in the Notes to Consolidated Financial Statements.

 

14

 

OtherNet income/(loss):

 

The Company has maderesulting net income of $6.1 million in 2021 was a bid to provide insulation of pipes to the East Africa Crude Oil Pipeline ("EACOP") project. The EACOP project is a 1,450 Km (900 mile) long heavy crude oil pipeline$13.7 million increase from the Lake Albert Basinnet loss of ($7.6) million in Uganda2020. The increase was a result of increased sales volumes in both North America and MENA due to recovery from the Tanga porteffects of the COVID-19 pandemic. In addition, the Company's U.A.E. business benefitted from the introduction of a new product line in Tanzania being developed by French oil company Total E&P, China National Offshore Oil Corporation and London-based Tullow Oil. The pipeline is 24 inches in diameter, and is electrically heat traced. Once completed, it will be the longest insulated and heat traced pipeline in the world. There can be no assurance that the Company will be successful in its bid for this project, and what the final terms of any such potential engagement will be until the bid is awarded.late 2020. 

 

Liquidity and capital resources

 

Cash and cash equivalents as of January 31, 20192022 and 20182021 were 10.2$8.2 million and $7.1$7.2 million, respectively. On January 31, 2019,2022, less than $0.1 million was held in the U.S.United States and $10.1$8.2 million was held by the Company's foreign subsidiaries. The Company has no plans to repatriate any foreign earnings, but the potential repatriation of foreign earnings is discussed further in Note 7 - Income taxes, in the Notes to the Consolidated Financial Statements. Further, the Company's Renewed Senior Credit Facility permits the repatriation of foreign subsidiaries.earnings to cure a breach of its debt covenants, should one occur. See further discussion in Note 5 - Debt, in the Notes to the Consolidated Financial Statements. The Company's working capital was $25.9$40.0 million on January 31, 20192022 compared to $23.1$25.6 million on January 31, 2018.2021. Of the working capital components, cash increased $4.4 million$1.0 million primarily as a result of utilization of existing inventory in support of increased revenues. Cash provided by operations was $5.0 million in 2018 compared tothe activity discussed below.

Net cash used in operations of $1.8operating activities was $(2.6) million in 2017.2021 compared to net cash provided by operating activities of $0.2 million in 2020. This improvementdecrease of $6.8$2.8 million iswas due primarily to increased sales volume, combined withincreases in accounts receivable and inventory, partially offset by increases in net income and increases in accounts payable and accrued compensation and payroll taxes in the use of existing inventory.current period compared to the prior year period.

 

Net cash used in investing activities during 20182021 and 20172020 was $1.4$2.3 million and $2.4$2.0 million, respectively. The increase of $0.3 million was primarily due to increased capital investment in the Middle East and Canada during the period. 

 

Debt totaled $16.3 million on January 31, 2019. Net cash provided by financing activities was $6.2 million in 20182021 compared to net cash used in financing activities of $4.1 million in 2020. The main source of cash from financing activities during 2021 was net proceeds of $8.6 million as a result of the sale and 2017 was $1.1leaseback of the Company's land and buildings in Lebanon, Tennessee during 2021. Additionally, during the current period, the Company had approximately $0.5 million less net repayments under its revolving credit facility, as compared to $3.2 million in the prior year period. Further, the Company's debt totaled $21.9 million and $3.5$13.2 million as of January 31, 2022 and 2021, respectively. SinceThis large increase in the Company generated cash from operations,Company's debt is mainly attributable to the Company required less cash provided from financing activities. This was primarily due to increased cash generated from operations.sale and leaseback transaction noted above. For additional information, see Note 65 - Debt, in the Notes to Consolidated Financial Statements. Other long-term liabilities of $0.7 million were composed primarily of Uncertain Tax Position liability and deferred rent.

 

15

these financial statements, based on its existing cash on hand, positive cash flows from operations and available credit facilities.

There was no restricted cash held in the United States on January 31, 2022 or January 31, 2021. Restricted cash held by foreign subsidiaries was $1.6 million and $1.2 million as of January 31, 2022 and 2021, respectively. Restricted cash held by foreign subsidiaries related to fixed deposits that also serve as security deposits and guarantees.

 

The following table summarizes the Company's estimated contractual obligations on January 31, 2019.2022

 

($ in thousands)

 

Year Ending January 31,

 

Year Ending January 31,

 

Contractual obligations

 

Total

 

2020

 

2021

 

2022

 

2023

 

2024

 

Thereafter

 

Total

 

2023

 

2024

 

2025

 

2026

 

2027

 

Thereafter

 

Revolving line North America (1)

 $8,890  $8,890  $-  $-  $-  $-  $- 

Revolving line - North America (1)

 $634  $634  $-  $-  $-  $-  $- 

Mortgages (2)

  11,432   751   737   721   706   692   7,825  5,257  251  251  251  251  251  4,002 

Revolving line foreign (3)

  89   89   -   -   -   -   - 

Revolving lines - foreign (3)

 6,049  6,049  -  -  -  -  - 

Long-term finance obligation (4)

 14,301 837 854 871 889 906 9,944 

Term loan - foreign

  26  6  13  7  -  -  - 

Subtotal

  20,411   9,730   737   721   706   692   7,825  26,267  7,777  1,118  1,129  1,140  1,157  13,946 

Capitalized lease obligations

  585   241   240   83   21   -   - 

Operating lease obligations (4)

  19,944   2,516   2,193   2,149   2,110   1,979   8,997 

Employment agreements (5)

  2,194   157   -   -   -   -   2,037 
Contractual obligations of discontinued operations (6)  137   137   -   -   -   -   - 

Finance lease obligations

 529  357  172  -  -  -  - 

Operating lease obligations (5)

 21,208  2,367  2,335  1,525  1,326  1,333  12,322 

Uncertain tax position obligations (7)(6)

  298   -   -   -   -   -   298   652  -  -  -  -  -  652 

Total

 $43,569  $12,781  $3,170  $2,953  $2,837  $2,671  $19,157  $48,656  $10,501  $3,625  $2,654  $2,466  $2,490  $26,920 

 

Notes to contractual obligations table:

(1)

Interest obligations exclude floating rate interest on debt payable under the North American revolving line of credit. Based on the amount of such debt on January 31, 2019,2022, and the weighted average interest rate of 6.43%4.25% on that debt, such interest was being incurred at an annual rate of approximately $0.7less than $0.1 million.

(2)

Scheduled maturities, includingexcluding interest.

(3)

Scheduled maturities of foreign revolver line, includingexcluding interest.

(4)This schedule represents the cash payments to be made under the lease agreement for the land and buildings sold by the Company in Lebanon, Tennessee and leased back from the purchaser in April 2021. These amounts differ from the liabilities presented as debt in the consolidated balance sheet as the debt amount represents future payments discounted to the present date. Refer to Note 5 - Debt, in the Notes to the Consolidated Financial Statements for further discussion of the transaction. 

(4)

Minimum contractual amounts, assuming no changes in variable expenses.

(5)

Refer to the Exhibit Index for a description of compensation and separation plans.Minimum contractual amounts, assuming no changes in variable expenses.

(6)

Included payments for other liabilities included in discontinued operations.

(7)

Refer to Note 87 - Income taxes, in the Notes to Consolidated Financial Statements for a description of the Notes to Consolidated Financial Statements for a description of the uncertain tax position obligations.

15

 

Financing

 

Revolving line - North AmericaOn September 20, 2018, the Company and certain of its U.S. and Canadian subsidiaries (collectively, together with the Company, the “North American Loan Parties”) entered into a new Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and lender, (“PNC”), providing for a new three-year $18 million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the “Senior Credit Facility”). 

On September 17, 2021, the North American Loan Parties executed an extension of the Credit Agreement with PNC, providing for a new five-year $18.0 million senior secured revolving credit facility, subject to a borrowing base including various reserves (the “Renewed Senior Credit Facility”). The Company's obligations under the Renewed Senior Credit Facility replaced the Company’s then existing $15 million Credit and Security Agreement, dated September 24, 2014, among various subsidiariesare currently guaranteed by Perma-Pipe Canada, Inc. Each of the Company and Bank of Montreal, as successor by assignment to BMO Harris Bank N.A., as amended (the “PriorNorth American Loan Parties other than Perma-Pipe Canada, Inc. is a borrower under the Renewed Senior Credit Agreement”Facility (collectively, the “Borrowers”).

 

The Company initially usedBorrowers are using borrowings under the newRenewed Senior Credit Facility (i) to pay off outstanding amountsfund capital expenditures; (ii) to fund ongoing working capital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases under the Prior Credit Agreement (which totaled approximately USD $3,773,823 plus CAD 4,794,528) and cash collateralize a letter of credit (USD $154,500). The Company has used proceeds fromCompany's $3.0 million stock repurchase program. Borrowings under the newRenewed Senior Credit Facility for on-going working capital needs, and expects to continue using this facility to fund future capital expenditures, working capital needs, and other corporate purposes. Borrowings under the Senior Credit Facility bearbears interest at a rate equal to an alternate base rate, orthe London InterbankInter-Bank Offered Rate ("LIBOR"(“LIBOR”), or a LIBOR successor rate index, plus, in each case, an applicable margin. The applicable margin is based on average quarterly undrawn availability with respect to the Senior Credit Facility.a fixed charge coverage ratio ("FCCR") range. Interest on alternate base rate borrowings are generally payable monthlybased on the alternate base rate as defined in arrears and interestthe Renewed Senior Credit Facility plus an applicable margin ranging from 1.00% to 1.50%, based on the FCCR in the most recently reported period. Interest on LIBOR or LIBOR successor rate borrowings are generallywill be payablethe LIBOR rate as defined in arrearsthe Renewed Senior Credit Facility plus an applicable margin ranging from 2.00% to 2.50%, based on the last day of each interestFCCR in the most recently reported period. Additionally, the Company is required toBorrowers pay a 0.375%0.25% per annum facility fee on the unused portion of the Renewed Senior Credit Facility. The facility fee is payable quarterly in arrears. 

 

Subject to certain exceptions, borrowings under the Renewed Senior Credit Facility are secured by substantially all of the assets of the Company and certain of its North American subsidiaries. The North American Loan Parties’ obligations under the Senior Credit Facility are guaranteed by Perma-Pipe Canada, Inc.assets. The Renewed Senior Credit Facility will mature on September 20, 2021.2026. Subject to certain qualifications and exceptions, the Renewed Senior Credit Facility contains covenants that, among other things, restrict the North American Loan Parties’ ability to create liens, merge or consolidate, consummate acquisitions, make investments, dispose of assets, incur debt, and pay dividends and other distributions. In addition, the North American Loan Parties cannot allowmay not make capital expenditures to exceed $3in excess of $5.0 million annually, (plusplus a limited carryover of unused amounts).amounts. Further, the North American Loan Parties may not make repurchases of the Company's common stock in excess of $3.0 million. 

 

The Renewed Senior Credit Facility also contains financial covenants requiring (i) the North America Loan Parties to achieve consolidated net income (excluding the financial performance of the Company’s foreign subsidiaries not party to the Credit Agreement) before interest, taxes, depreciation, amortization and certain other adjustments (“EBITDA”) of at least $1,807,000 for the period from August 1, 2018 through October 31, 2018; (ii) the North America Loan Parties to achieve EBITDA of at least $2,462,000 for the period from August 1, 2018 through January 31, 2019; (iii) the North AmericaAmerican Loan Parties to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Renewed Senior Credit Facility (excluding from the calculation items related to the financial performance of the Company’s foreign subsidiaries not party to the Credit Agreement) to be not less than 1.10 to 1.00 if for any five consecutive days the nine-month period ending April 30, 2019 and forundrawn availability is less than $3.0 million or any day in which the quarter ending Julyundrawn availability is less than $2.0 million. As of January 31, 2019 and each quarter end thereafter on a trailing four-quarter basis; and (iv)2022, the calculated ratio was substantially greater than 1.10 to 1.00. In order to cure any future breach of the FCCR covenant by the North American Loan Parties, the Company andmay repatriate cash from any of its subsidiaries (including the Company’s foreign subsidiaries that are otherwise not a party to the Credit Agreement) to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under theRenewed Senior Credit Facility in an amount which, when added to the amount of not less than 1.10 to 1.00 for the nine-month period ending October 31, 2018 and forCompany’s Consolidated EBITDA, would result in pro forma compliance with the quarter ending January 31, 2019 and each quarter end thereafter on a trailing four-quarter basis.covenant. The Company was in compliance with this requirementthese covenants as of January 31, 2019.2022.

The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, then PNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility due and payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior Credit Facility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest at a rate of 2.00% per annum in excess of the otherwise applicable rate (i) while a bankruptcy event of default exists or (ii) upon the lender's request, during the continuance of any other event of default.

As of January 31, 2022, the Company had borrowed an aggregate of $0.6 million at a rate of 4.25% and had $8.5 million available under the Renewed Senior Credit Facility, before application of a $2.5 million availability block that can be reduced by the Company's financial performance. This block on the Company's availability under its Renewed Senior Credit Facility was removed completely based on its financial performance as of and for the year ended January 31, 2022.

 

16

Revolving lines - foreignThe Company also has credit arrangements used by its Middle Eastern subsidiaries. subsidiaries in the U.A.E. and Egypt as discussed further below.

The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $2.2 million at January 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 3.77% and was originally set to expire in November 2020, however, the expiration was extended due to the COVID-19 pandemic. The Company has submitted final documentation to complete the renewal process and is awaiting official notification from the bank of the renewal completion. This process is expected to be completed in May 2022.

The Company has a second revolving line for 19.5 million U.A.E. Dirhams (approximately $5.3 million at January 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 4.5% and is set to expire in January 2023.

The Company has a third credit arrangement for project financing with a bank in the U.A.E. for 3.0 million U.A.E. Dirhams (approximately $0.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in the U.A.E. The line is secured by the contract for a project being financed by the Company's U.A.E. subsidiary. The facility has an interest rate of approximately 4.5% and is expected to expire in June 2023 in connection with the completion of the project. 

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 lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by the Company. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels of intercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends. Ondividends or undertaking of additional debt by the respective subsidiary.

16

In June 2021, the Company's Egyptian subsidiary entered into a credit arrangement with a bank in Egypt for a revolving line of 100.0 million Egyptian Pounds (approximately $6.2 million at January 31, 2019,2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line was secured by certain assets (such as accounts receivable) of the Company's Egyptian subsidiary. Among other covenants, the credit arrangement established a maximum leverage ratio allowable and restricted the Company's Egyptian subsidiary's ability to undertake any additional debt. The facility has an interest rate of approximately 8.0% and is set to expire in August 2022.

In December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds (approximately $1.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line is secured by the contract for a project being financed by the Company's Egyptian subsidiary. The facility has an interest rate of approximately 8.0% and is expected to expire in June 2022 in connection with the completion of the project.

The Company’s credit arrangements used by its Middle Eastern subsidiaries are subject to renewal on an annual basis. 

The Company was in compliance with the covenants under the credit arrangements.arrangements in the U.A.E. as of January 31, 2022. The Company was not in compliance with a covenant under its 28.2 million Egyptian Pound project financing in Egypt as of January 31, 2022. The Company did not meet its required debt to equity ratio as of January 31, 2022. The Company has received a waiver from the bank as of January 31, 2022. On January 31, 2019,2022, interest rates were based on the EIBOREmirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum withfor the U.A.E. credit arrangements, two of which have a minimum interest rate of 4.5% per annum. Onannum, and based on the stated interest rate in the agreement for the Egypt credit arrangement. Based on these base rates, as of January 31, 2019,2022, the Company's interest rates ranged from 6.15%3.77% to 6.51%8.0%, with a weighted average rate of 6.51%7.31%, and the Company could borrow $9.1had facility limits totaling $16.4 million under these credit arrangements. OnAs of January 31, 2019, $7.92022, $1.2 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. OnAdditionally, as of January 31, 2019,2022, the Company had borrowed $0.1$6.0 million, and had an additional $1.1$6.1 million available.of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of January 31, 20192022 and 2018,2021 were included as current maturities of long-term debt in the Company's consolidated balance sheets. 

Finance obligation - buildings and land.On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and Sale Agreement"). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its land and buildings in Lebanon, Tennessee (the "Property") for a purchase price of $10.4 million. The Company’s credit arrangementstransaction generated net cash proceeds of $9.1 million, following the release of the escrowed amount in June 2021 discussed below. The Company used a portion of the proceeds to repay its borrowings under the Senior Credit Facility. The Company expects to use its liquidity for strategic investments and general corporate needs. Concurrent with the sale of the Property, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option. Concurrently with the sale of the Property, the Company paid off the approximately $0.9 million remaining on the mortgage note on the Property to its lender. At closing, $0.4 million was placed in a short-term escrow account to cover certain post-closing contingencies that may arise. The contingencies were resolved in May 2021 and the Company received the escrowed funds in June 2021.

In accordance with ASC Topic 842, "Leases", this transaction was recorded as a failed sale and leaseback as the present value of lease payments exceeded substantially all of the fair value of the underlying asset. The Company utilized an incremental borrowing rate of 8.0% to determine the finance obligation to record for the amounts received and will continue to depreciate the assets. The current portion of the finance obligation of $0.1 million is recognized in current maturities of long-term debt and the long-term portion of $9.3 million is recognized in long-term finance obligation on the Company's consolidated balance sheets as of January 31, 2022. The net carrying amount of the financial liability and remaining assets will be zero at the end of the lease term.

Prior additionalliquidityfromthe PPP

On May 1, 2020, the Company entered into a loan agreement under the SBA's PPP and received proceeds of approximately $3.2 million. Interest on the loan accrued at a fixed interest rate of 1.0%. Under Section 1106 of the CARES Act, borrowers were eligible for forgiveness of principal and accrued interest on the loans to the extent that the proceeds were used to cover eligible payroll costs, mortgage interest costs, rent and utility costs, otherwise described as qualified expenses. During the three months ended July 31, 2020, the Company used all of the PPP loan proceeds to pay for qualified expenses, 100% of which were used for payroll related expenses. The Company submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small Business Administration ("SBA"). On June 24, 2021, the Company was notified by its lender that its PPP loan had been forgiven by the SBA. 

Based on the facts and circumstances of the Company's PPP loan and according to the applicable accounting guidance described herein, the Company elected to account for the PPP loan proceeds as a grant that had reasonable assurance of being forgiven. As such, the Company recognized the proceeds in earnings during the year ended January 31, 2021. The amounts were recognized in other income, net in the consolidated statements of operations. 

Prior additional liquidity from the CEWS and CERS Programs

Beginning in April 2020, the Company's subsidiary, Perma-Pipe Canada, Ltd. ("PPCA"), applied for relief in the form of grants from the Canadian government under the CEWS program. Based on the program rules, the grants were applied for each month and were granted based on the amount of eligible employee expenses incurred over the previous month. Beginning in October 2020, PPCA also applied for grants under the CERS program. PPCA was approved for and received approximately $0.6 million and $0.1 million in grants under the CEWS and CERS programs, respectively, during the year ended January 31, 2022. Grants to the Company under both programs ended in the second quarter of 2021. The proceeds from CEWS and CERS are recognized in other income, net in the consolidated statements of operations. 

17

Accounts receivable

In 2013, the Company started a project in the Middle Eastern subsidiaries renewEast as a sub-contractor, with billings in the aggregate amount of approximately $41.9 million. The Company completed all its deliverables in 2015 under the related contract, but the system has not yet been commissioned by the customer. Nevertheless, the Company has collected approximately $38.3 million as of January 31, 2022, with a remaining balance due in the amount of $3.6 million. Included in this balance is an amount of $3.4 million, which pertains to retention clauses within the agreements of the Company's customer, and which become payable by the customer when this project is fully tested and commissioned. In the absence of a firm date for the final commissioning of the project, and due to the long-term nature of this receivable, $2.0 million of this retention amount was reclassified to a long-term receivable account.

The Company has been engaged in ongoing active efforts to collect the outstanding amount. During the first quarter of 2021, the Company received approximately $0.1 million from the customer. The Company continues to engage with the customer to ensure full payment of open balances, and during April 2022 received an updated acknowledgment of the outstanding balances and assurances of payment from the customer. Further, the Company has been engaged by the customer to perform additional work in 2022 under customary trade credit terms that supports the continued cooperation between the Company and the customer. As a result, the Company did not reserve any allowance against this amount as of January 31, 2022. However, if the Company’s efforts to collect on this account are not successful, the Company may recognize an annual basis.allowance for all, or substantially all, of any such then uncollected amounts.

Stock repurchase plan

On October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $3.0 million of its outstanding shares of common stock. Stock repurchases are permitted to be executed through open market or privately negotiated transactions over the course of 12 months, depending upon current market conditions and other factors. As of January 31, 2022, the Company had repurchased its stock with a total value of $2.0 million, leaving $1.0 million remaining authorized for potential repurchase under the program. 

 

Critical accounting estimates and policies

 

The Company's significant accounting policies are discussed in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. The application of certain of these policies requires significant judgments or a historical based estimation process that can affect the results of operations and financial position of the Company, as well as the related footnote disclosures. The Company bases its estimates on historical experience and other assumptions that it believes are reasonable. If actual amounts ultimately differ from previous estimates, the revisions are included in the Company's results of operations for the period in which the actual amounts become known.

 

Revenue recognition. During 2018, and inIn accordance with Accounting Standards Update No. 2014-19, “Revenue from Contracts with Customers” (“ASC 606”), the Company recognizes revenue when a customer obtains control of promised goods or services. See Note 54 - Revenue Recognitionrecognition, in the Notes to Consolidated Financial Statements, for more detail. During 2017, the Company recognized revenues, including shipping and handling charges billed to customers, when all the following criteria were met: (i) persuasive evidence of an arrangement existed, (ii) delivery had occurred or services have been rendered, (iii) the seller's price to the buyer was fixed or determinable, and (iv) collectability was reasonably assured.

Percentage of completion revenue recognition. All divisions recognize revenues under the above stated revenue recognition policy except for domestic complex contracts that require periodic recognition of income. For these contracts, the Company uses the "percentage of completion" accounting method. Under this approach, income is recognized in each reporting period based on the status of the uncompleted contracts and the current estimates of costs to complete. The choice of accounting method is made at the time the contract is received based on the expected length and complexity of the project. The percentage of completion is determined by the relationship of costs incurred to the total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contracts in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable and the amount can be reliably estimated.

17

Table of Contents

 

Inventories.Over time revenue recognition. Inventories are stated atCertain domestic divisions have contracts that recognize revenues using periodic recognition of income. For these contracts, the lowerCompany uses the over time accounting method. Under this approach, income is recognized in each reporting period based on the status of cost or market. Costthe uncompleted contracts and the current estimates of costs to complete. The amount of revenue recognized is determined usingby the first-in, first-out methodrelationship of costs incurred to the total estimated costs of the contract. Provisions are made for all inventories.estimated losses on uncompleted contracts in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable, the amount can be reliably estimated and the amount is not subject to reversal.

 

Income taxes. Deferred income taxes have been provided for temporary differences arising from differences in the basis of assets and liabilities for tax and financial reporting purposes. Deferred income taxes on temporary differences have been recorded at the current tax rate. The Company assesses its deferred tax assets for realizability at each reporting period. The Company has not recognized any tax benefits on losses in the United States due to a full valuation allowance applied against its deferred tax assets.

 

The Company recognizes the financial statement benefit of a tax position in its consolidated financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is a significantthe largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

Equity-based compensation. Stock compensation expense for employee equity awards is recognized ratably over For further information, See Note 7 - Income taxes, in the requisite service period of the award. The Black-Scholes option-pricing model is utilizedNotes to estimate the fair value of option awards. Determining the fair value of stock options using the Black-Scholes model requires judgment.

Fair value of financial instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are based upon reasonable estimates of their fair value due to their short-term nature. The carrying amount of the Company's short-term debt, revolving line of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable rates.Consolidated Financial Statements.

 

New accounting pronouncements. See Recent accounting pronouncements in Note 2 - Significant accounting policies, in the Notes to Consolidated Financial Statements.

 

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - Not applicable.

 

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The consolidated financial statements of the Company for each of the two years in the periods ended as of January 31, 20192022 and 20182021 and the notes thereto are set forth as an exhibit hereto.

 

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - None.

 

18

 

Item 9A.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended) as of January 31, 2019.2022. This evaluation included consideration of the controls, processes and procedures that are designed to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, including its Chief Executive Officer and Chief Financial Officer, have further concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

 

Management's Annual Report on Internal Control Over Financial Reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As required by Rule 13a-15(c) under the Exchange Act, the Company's management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of the end of the last fiscal year.January 31, 2022. The framework on which such evaluation was based is contained in the report entitled Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

The Company's system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of January 31, 2019.2022.

 

As previously reported, Management previously identified a material weaknessChanges in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reporting that resulted from an accounting error identified by the Company during its preparation and review of the Company's financial statements for the fiscal quarter ended July 31, 2017 relatedmost recent year that have materially affected, or are reasonably likely to materially affect, the Company's accounting for equity-based compensation costs. The Company implemented the following changes to address the material weakness, regarding the adjustment for equity awards that expired unexercised: internal control over financial reporting.

 

19

Expanded the training of employees in financial technical accounting, reporting and disclosure-related positions;
Reinforced the importance of a strong control environment, to emphasize the technical requirements for controls that are designed, implemented and operating effectively and to set the appropriate expectations on internal controls through establishing the related policies and procedures;
Implemented a catalog of key accounting rules. In the review of any major journal entries for non-standard operational accounting matters, this catalog is being used as a checklist to validate that the required accounting treatment is applied and disclosures are made accordingly. Management has used, and will continue to use, this catalog to evaluate whether the accounting treatment follows the current rules in the catalog, and will then decide whether outside firm expertise is warranted in such a review;
Has validated and updated the catalog quarterly for any changes resulting from changed or newly pronounced accounting rules, and will continue to do so;

Reviewed the categories that are underlying the calculations related to stock-based compensation, and has revised procedures for the calculation and review of effects from vested, forfeited and expired options; and

Implemented a robust and comprehensive equity compensation management and reporting software in the second quarter of 2018.

The Company considered the material weakness in the Company's internal control fully remediated as of October 31, 2018.

 

Item 9B.

OTHER INFORMATION - None.Not applicable.

Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS - Not applicable.

 

PART III

 

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for the 2019its 2022 annual meeting of stockholders.

 

Information with respect to executive officers of the Company is included in Part I, Item 1, hereof under the caption "Executive Officers of the Registrant""Information about our Executive Officers".

 

Item 11.

EXECUTIVE COMPENSATION

 

Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for the 2019its 2022 annual meeting of stockholders.

 

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Equity Compensation Plan Information

 

The following table provides information regarding the number of shares of common stock that may be issued upon exercise of outstanding options, warrants and rights under the Company's equity compensation plans and the weighted average exercise price and number of shares of common stock remaining available for issuance under those plans as of January 31, 2019.2022.

 

  

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 grants

under equity compensation

plans (excluding shares

reflected in column (a))

 

Plan Category

 

(a)(1)

  

(b)(1)

  

(c)(2)

 

Equity compensation plans approved by stockholders

  217,875   $8.60   337,599 

  

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)(2)

Equity compensation plans approved by stockholders

 

66,875

 

$9.51

 

-

 

(1) The amounts shown in columns (a) and (b) of the above table do not include 283,285354,382 outstanding shares of restricted stock granted under the Company's 2013 Omnibus Stock Incentive Plan as amended on June 14, 2013, ("2013 Omnibus Plan") or the 2017 Omnibus Stock Incentive Plan as amended on June 13, 2017 ("2017 Plan") or the 2021 Omnibus Stock Incentive Plan dated May 26, 2021 ("2021 Plan").

(2) Future grantsThe 2017 Plan expired in June 2020. The 2021 Plan will only be made out of the 2017 Planexpire on May 26, 2024.

 

The other information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for the 2019its 2022 annual meeting of stockholders.

 

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for the 2019its 2022 annual meeting of stockholders.

 

 

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for the 2019its 2022 annual meeting of stockholders.

 

PART IV

 

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

a.

a.List of documents filed as part of this report:

List of documents filed as part of this report:

 

(1)

Financial Statements - Consolidated Financial Statements of the Company

Refer to Part II, Item 8 of this report.

 

(2)

Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

(3)

Report of Registered Public Accounting Firm (Grant Thornton LLP, Houston, Texas, Auditor Firm ID 248)

b.

Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report.

 

b.

Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report.

c.

The response to this portion of Item 15 is submitted under 15a(2) above.

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and ShareholdersStockholders

Perma-Pipe International Holdings, Inc.

 

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Perma-Pipe International Holdings, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of January 31, 20192022 and 2018,2021, the related consolidated statements of operations, comprehensive loss,income/(loss), stockholders’ equity, and cash flows for each of the two years in the period ended January 31, 2019,2022, and the related notes and financial statement schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2019,2022, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue at U.S. operating entities for specialty piping systems and coating is recognized using the input method over time

As described in Notes 2 and 4 to the consolidated financial statements, the Company’s U.S. operating entities record specialty piping and coating systems revenue over time based upon the costs incurred to date relative to the estimated total contract costs. Significant changes in estimates could have a material effect on the Company’s results of operations. We identified revenue being recognized using the input method over time as a critical audit matter.

The principal considerations for our determination that revenue recognition using the input method over time is a critical audit matter are the Company’s estimates include all labor and materials necessary to complete the contract to arrive at the total contract costs.  These estimates are based on management’s assessment of the current status of the contract and historical results.

Our audit procedures included the following, among others:

Evaluated the design and implementation of controls that are designed to address the reasonableness of estimates of costs to complete contracts;
Obtained supporting documentation for a sample of contract costs incurred to date as well as recalculated revenue recognition based on the percentage of completion;
Evaluated the reasonableness of management's estimates related to the cost to complete for contracts through testing of the key components of the estimated costs to complete, including: labor, materials, and subcontractor costs;
Performed a retrospective review to assess management's historical ability to accurately estimate the transaction price and cost to complete the contracts including investigating significant cost changes; and
Obtained confirmations of significant contract terms and status for a sample of contracts. 

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2004.

 

Chicago, IllinoisHouston, Texas

April 16, 201919, 2022

 

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Year ended January 31,

 

Year ended January 31,

(In thousands, except per share data)

 

2019

 

2018

 

2022

 

2021

         

Net sales

 $128,965  $105,248  $138,552  $84,694 

Cost of sales

  105,626   93,506   106,022  73,515 

Gross profit

  23,339   11,742  32,530  11,179 
         

Operating expenses:

         

General and administrative expense

  15,357   16,214  19,893  17,222 

Selling expense

  5,239   5,040   4,526  5,334 

Total operating expenses

  20,596   21,254  24,419  22,556 
          

Income/(loss) from operations

  2,743   (9,512)  8,111  (11,377)
         

Interest expense, net

  1,122   697  828  381 

Other income, net

  1,044  3,983 

Income/(loss) from operations before income taxes

  1,621   (10,209) 8,327  (7,775)
         

Income tax expense/(benefit)

  2,150   (233) 2,265  (133)
          

Net loss

 $(529) $(9,976)

Net income/(loss)

 $6,062  $(7,642)
         

Weighted average common shares outstanding

         

Basic and diluted

  7,812   7,680 

Basic

 8,133  8,126 

Diluted

 8,418  8,126 
         

Loss per share

        

Basic and diluted

 $(0.07) $(1.30)

Income/(loss) per share

 

Basic

 $0.75  $(0.94)

Diluted

 $0.72  $(0.94)

 

See accompanying Notes to Consolidated Financial Statements.

Note: Earnings per share calculations could be impacted by rounding.

 

23

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSINCOME/(LOSS)

 

  Year ended January 31,

(In thousands)

 

2019

 

2018

         

Net loss

 $(529) $(9,976)
         

Other comprehensive (loss)/income

        

Currency translation adjustments, net of tax

  (1,073)  1,185 

Minimum pension liability adjustment, net of tax

  (341)  165 
Realized/unrealized gain/(loss) on marketable security, net of tax     (92)

Other comprehensive (loss)/income

  (1,414)  1,258 
         

Comprehensive loss

 $(1,943) $(8,718)
  Year ended January 31,

(In thousands)

 

2022

 

2021

         

Net income/(loss)

 $6,062  $(7,642)
         

Other comprehensive income/(loss)

        

Currency translation adjustments, net of tax

  (357)  288 

Minimum pension liability adjustment, net of tax

  540   185 

Other comprehensive income/(loss)

  183   473 
         

Comprehensive income/(loss)

 $6,245  $(7,169)

 

See accompanying Notes to Consolidated Financial Statements.

 

24

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

 

 

January 31,

 

January 31,

(In thousands, except per share data)

 

2019

 

2018

 

2022

 

2021

ASSETS

              

Current assets

              

Cash and cash equivalents

 $10,156  $7,084  $8,214  $7,174 

Restricted cash

  2,581   1,237  1,557  1,201 

Trade accounts receivable, less allowance for doubtful accounts of $536 on January 31, 2019 and $469 on January 31, 2018

  32,508   32,936 

Inventories

  12,289   16,856 

Trade accounts receivable, less allowance for doubtful accounts of $486 on January 31, 2022 and $474 on January 31, 2021

 44,449  25,226 

Inventories, net

 13,760  12,157 

Prepaid expenses and other current assets

  3,773   2,703  5,444  3,863 

Unbilled accounts receivable

 2,656  247 

Costs and estimated earnings in excess of billings on uncompleted contracts

  1,653   1,502   2,309  4,007 

Total current assets

  62,960   62,318  78,389  53,875 

Property, plant and equipment, net of accumulated depreciation

  30,398   34,509  24,756  26,897 

Other assets

              

Operating lease right-of-use assets

 11,213  13,384 

Deferred tax assets

  458   391  811  823 

Goodwill

  2,269   2,423  2,342  2,332 

Other assets

  6,120   4,943   5,890  5,380 

Total other assets

  8,847   7,757   20,256  21,919 

Total assets

 $102,205  $104,584  $123,401  $102,691 

LIABILITIES AND STOCKHOLDERS' EQUITY

              

Current liabilities

              

Trade accounts payable

 $12,006  $14,186  $13,618  $10,365 

Commissions and management incentives payable

  1,866   787  2,047  218 

Accrued compensation and payroll taxes

  1,544   1,580  1,612  1,448 

Revolving line North America

  8,890   7,273 

Revolving line - North America

 634  2,826 

Current maturities of long-term debt

  640   753  6,750  3,941 

Customers' deposits

  3,708   5,236  3,072  2,088 

Liabilities of discontinued operations

     137 

Outside commission liability

  1,743   1,800  1,255  1,431 

Operating lease liabilities short-term

 1,496  1,402 

Other accrued liabilities

  3,856   4,122  4,616  2,616 

Billings in excess of costs and estimated earnings on uncompleted contracts

  1,569   1,967  1,277  762 

Income tax payable

  1,266   1,339   2,020  1,155 

Total current liabilities

  37,088   39,180  38,397  28,252 

Long-term liabilities

              

Long-term debt, less current maturities

  6,751   7,728  5,059  6,268 

Long-term finance obligation

 9,327  0 

Deferred compensation liabilities

  3,883   4,098  3,379  4,120 

Deferred tax liabilities

  1,435   1,242  712  914 

Operating lease liabilities long-term

  11,270  13,174 

Other long-term liabilities

  688   524   800  650 

Total long-term liabilities

  12,757   13,592   30,547  25,126 

Stockholders' equity

              

Common stock, $.01 par value, authorized 50,000 shares; 7,854 issued and outstanding January 31, 2019 and 7,717 issued and outstanding January 31, 2018

  79   77 

Common stock, $.01 par value, authorized 50,000 shares; 8,152 issued and outstanding January 31, 2022 and 8,165 issued and outstanding January 31, 2021

 82  82 

Additional paid-in capital

  58,793   56,304  61,766  60,875 

Accumulated deficit retained earnings

  (3,632)  (3,103)

Treasury Stock, 234 shares at January 31, 2022 and no shares at January 31, 2021

 (1,992) 0 

Accumulated deficit

 (2,295) (8,357)

Accumulated other comprehensive loss

  (2,880)  (1,466)  (3,104) (3,287)

Total stockholders' equity

  52,360   51,812   54,457  49,313 

Total liabilities and stockholders' equity

 $102,205  $104,584  $123,401  $102,691 

 

See accompanying Notes to Consolidated Financial Statements.

 

25

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

             

Retained Earnings

 

Accumulated

 

Total

             

Accumulated

 

Total

 
 

Common

 

Additional

 

Treasury

 

(Accumulated

 

Other Comp.

 

Stockholders'

 

Common

 

Additional

 

Accumulated

 

Treasury

 

Other Comprehensive

 

Stockholders'

 

(In thousands, except share data)

 

Stock

 

Paid-in Capital

 

Stock

 

Deficit)

 

Income (Loss)

 

Equity

 

Stock

 

Paid-in Capital

 

Deficit

 

Stock

 

Loss

 

Equity

 

Total stockholders' equity on January 31, 2017

 $76  $55,358  $(170) $6,873  $(2,724) $59,413 
                        

Net loss

              (9,976)      (9,976)

Common stock issued under stock plans, net of shares used for tax withholding

  1   (215)  170           (44)

Stock-based compensation expense

      1,161               1,161 

Pension liability adjustment

                  165   165 

Marketable security

                  (142)  (142)

Foreign currency translation adjustment

                  1,141   1,141 

Tax expense on above items

                  94   94 

Total stockholders' equity on January 31, 2018

 $77  $56,304  $-  $(3,103) $(1,466) $51,812 

Total stockholders' equity on January 31, 2020

 $80  $60,024  $(715) $0  $(3,760) $55,629 
                         

Net loss

              (529)      (529) 0  0  (7,642) 0  0  (7,642)

Common stock issued under stock plans, net of shares used for tax withholding

  2   1,324               1,326  2  (193) 0  0  0  (191)

Stock-based compensation expense

      1,165               1,165  0  1,044  0  0  0  1,044 
Pension liability adjustment                  (341)  (341) 0  0  0  0  185  185 

Foreign currency translation adjustment

                  (1,170)  (1,170) 0  0  0  0  288  288 
Tax expense on above items                  97   97 

Total stockholders' equity on January 31, 2019

 $79  $58,793  $-  $(3,632) $(2,880) $52,360 

Total stockholders' equity on January 31, 2021

 $82  $60,875  $(8,357) $0  $(3,287) $49,313 
 

Net income

 0  0  6,062  0  0  6,062 

Common stock issued under stock plans, net of shares used for tax withholding

 0  (210) 0  0  0  (210)

Repurchase of common stock

 0  0  0  (1,992) 0  (1,992)

Stock-based compensation expense

 0  1,101  0  0  0  1,101 

Pension liability adjustment

 0  0  0  0  540  540 

Foreign currency translation adjustment

 0  0  0  0  (357) (357)

Total stockholders' equity on January 31, 2022

 $82  $61,766  $(2,295) $(1,992) $(3,104) $54,457 

 

Common stock shares

 

2018

 

2017

 

2021

 

2020

Balance beginning of year

  7,716,542   7,595,509  8,164,989  8,048,006 

Treasury stock released

     26,753 

Treasury stock purchased

 (234,281) 0 

Shares issued

  137,780   94,280   221,046  116,983 

Balance end of year

  7,854,322   7,716,542   8,151,754  8,164,989 

 

See accompanying Notes to Consolidated Financial Statements.

 

26

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 Year ended January 31, Year ended January 31,

(In thousands)

 

2019

 

2018

 

2022

 

2021

Operating activities

              

Net loss

 $(529) $(9,976)

Adjustments to reconcile net loss to net cash flows provided by/ (used in) operating activities

        

Net income/(loss)

 $6,062  $(7,642)

Adjustments to reconcile net income/(loss) to net cash flows (used in)/provided by operating activities

      

Depreciation and amortization

  4,575   5,031  4,324  4,739 

Gain on disposal of subsidiary

     (166)

Deferred tax benefit

  215   (958) (195) (669)

Stock-based compensation expense

  1,165   1,447  1,101  1,044 

Provision on uncollectible accounts

  71   15  20  72 

Loss on disposal of fixed assets

  46   219  41  58 

Gain on sale of marketable securities

     (142)

Changes in operating assets and liabilities

              

Accounts payable

  (3,576)  4,551  3,196  730 

Accrued compensation and payroll taxes

  1,226   (1,780) 2,094  (1,597)

Inventories

  4,360   (3,274) (1,618) 2,418 

Customers' deposits

  (1,517)  2,596  990  (117)

Income taxes receivable and payable

  35   (75) 955  213 

Prepaid expenses and other current assets

  (700)  (471) (2,205) (2,705)

Accounts receivable

  (354)  (1,076) (21,331) 2,596 

Costs and estimated earnings in excess of billings on uncompleted contracts

  (547)  1,455  2,213  (2,252)

Unbilled accounts receivable

 (351) 247 

Other assets and liabilities

  508   762   2,130  3,030 

Net cash provided by/(used in) operating activities

  4,978   (1,842)

Net cash (used in)/provided by operating activities

  (2,574) 165 

Investing activities

              

Capital expenditures

  (1,361)  (2,532) (2,262) (1,963)

Proceeds from sale of marketable securities

     142 

Proceeds from sales of property and equipment

     1   9  2 

Net cash used in investing activities

  (1,361)  (2,389)  (2,253) (1,961)

Financing activities

              

Proceeds from revolving lines

  64,736   40,485  23,106  40,023 

Payments of debt on revolving lines

  (62,759)  (37,354) (22,639) (43,192)

Debt issuance costs

  (946)   

Proceeds from term loan

 23  19 

Payments of debt on mortgage

 (892) 0 

Proceeds from finance obligation, net of issuance costs

 9,538  0 

Payments of principal on finance obligation

 (124) 0 

Payments of other debt

  (350)  (211) (260) (371)

Increase in drafts payable

  192   34 

Proceeds (payments) on capitalized lease obligations

  (250)  546 

Release of treasury stock

     170 

Decrease in drafts payable

 58  0 

Payments on finance lease obligations, net

 (375) (432)

Repurchase of common stock

 (1,992) 0 

Stock options exercised and taxes paid related to restricted shares vested

  511   (214)  (210) (191)

Net cash provided by financing activities

  1,134   3,456 

Net cash provided by/(used in) financing activities

 6,233  (4,144)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

  (335)  395   (10) (343)

Net decrease in cash, cash equivalents and restricted cash

  4,416   (380)

Net increase/(decrease) in cash, cash equivalents and restricted cash

 1,396  (6,283)

Cash, cash equivalents and restricted cash - beginning of period

  8,321   8,701  8,375  14,658 

Cash, cash equivalents and restricted cash - end of period

 $12,737  $8,321  $9,771  $8,375 

Supplemental cash flow information

             

Interest paid

 $1,298  $804  $791  $540 

Income taxes paid

  1,731   1,080  1,346  107 

Fixed assets acquired under capital leases

     841 
     

 

See accompanying Notes to Consolidated Financial Statements.

 

27

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED January 31, 20192022 and 20182021

(Tabular dollars in thousands, except per share data)

 

Note 1 - Business information

 

Perma-Pipe International Holdings, Inc. ("PPIH", the "Company", or the "Registrant") was incorporated in Delaware on October 12,1993. The Company is engaged in the manufacture and sale of products in one1 distinct segment: Piping.Piping Systems.

 

Fiscal year. The Company's fiscal year ends on January 31. Years, results and balances described as 20182021 and 20172020 are the fiscal years ended January 31, 2019 2022 and 2018,2021, respectively.

 

Nature of business. The Company engineers, designs, manufactures and sells specialty piping systems, and leak detection systems. Specialty piping systems include: (i) insulated and jacketed district heating and cooling ("DHC") piping systems for efficient energy distribution from central energy plants to multiple locations, (ii) primary and secondary containment piping systems for transporting chemicals, hazardous fluids and petroleum products, and (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines. The Company's leak detection systems are sold with its piping systems or on a stand-alone basis, to monitor areas where fluid intrusion may contaminate the environment, endanger personal safety, cause a fire hazard, impair essential services or damage equipment or property.

 

Geographic information. Net sales attributed to a geographic area are based on the destination of the product shipment. Sales to foreign customers was 61.0%were 66.2% in 20182021 compared to 59.5%49.8% in 2017.2020. Long-lived assets are based on the physical location of the assets and consist of property, plant and equipment used in the generation of revenues in the geographic area.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Net sales

              

United States

 $50,319  $42,648  $46,770 $42,527 

Canada

  34,789   31,206  28,302 12,367 

Middle East

  35,117   26,322 

Middle East/North Africa

 51,543 23,662 

Europe

 194 118 

India

  3,755   1,317  11,101 1,942 

Other

  4,985   3,755   642 4,078 

Total net sales

 $128,965  $105,248  $138,552  $84,694 
         

Property, plant and equipment, net of accumulated depreciation

             

United States

 $10,279  $11,307  $6,415 $7,672 

Canada

  11,862   13,868  9,750 10,592 

Middle East

  8,103   9,119 

Middle East/North Africa

 7,595 7,854 

India

  154   215   996 779 

Total

 $30,398  $34,509 

Total property, plant and equipment, net of accumulated depreciation

 $24,756  $26,897 

 

28

 

 

Note 2 - Significant accounting policies

 

Use of estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue recognition. During 2018,2021 and 2020 and in accordance with Accounting Standards Update No. 2014-19,Codification ("ASC") 606, “Revenue from Contracts with Customers” (“ASC 606”), the Company recognizes revenue when a customer obtains control of promised goods or services. See Note 54 - Revenue Recognition for more detail. During 2017,

Over time revenue recognition. Certain domestic divisions have contracts that recognize revenues using periodic recognition of income. For these contracts, the Company uses the over time accounting method. Under this approach, income is recognized revenues, including shippingin each reporting period based on the status of the uncompleted contracts and handling charges billedthe current estimates of costs to customers, when allcomplete. The amount of revenue recognized is determined by the following criteria were met: (i) persuasive evidencerelationship of an arrangement existed, (ii) delivery had occurred or services have been rendered, (iii) the seller's pricecosts incurred to the buyer was fixed or determinable,total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contracts in the period in which such losses are determined. Changes in job performance, job conditions, and (iv) collectability was reasonably assured.estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable, the amount can be reliably estimated and the amount is not subject to reversal.

Percentage of completion revenue recognition. All divisions recognize revenues under the above stated revenue recognition policy except for domestic complex contracts that require periodic recognition of income. For these contracts, the Company uses the "percentage of completion" accounting method. Under this approach, income is recognized in each reporting period based on the status of the uncompleted contracts and the current estimates of costs to complete. The choice of accounting method is made at the time the contract is received based on the expected length and complexity of the project. The percentage of completion is determined by the relationship of costs incurred to the total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contracts in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable and the amount can be reliably estimated.

 

Shipping and handling. Shipping and handling costs are included in cost of sales, and the amounts invoiced to customers relating to shipping and handling are included in net sales.

 

Sales tax. Sales tax is reported on a net basis in the consolidated financial statements.

 

Operating cycle. The length of contracts vary but are typically less than one year. The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion unless completion of such contracts extends significantly beyond one year.

 

Consolidation. The consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated.

 

Translation of foreign currency. Assets and liabilities of consolidated foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at year-end. Revenues and expenses are translated at average weighted exchange rates prevailing during the year. The resulting translation adjustments are included in stockholders' equity as part of accumulated other comprehensive income (loss). Gains or losses on foreign currency transactions and the related tax effects are reflected in net income. The resulting translation adjustments are included in stockholders' equity as part of accumulated other comprehensive income (loss). The aggregated foreign exchange transaction loss recognized in the income statement was $0.1 million and $0.7in 2021 as compared to a gain of less than $0.1 million for the years 2018 and 2017, respectively.recognized in 2020. 

 

Contingencies. The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, including those involving environmental, tax, product liability and general liability claims. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Company's estimates of the outcomes of these matters, and its experience in contesting, litigating and settling other similar matters. The Company does not currently anticipate the amount of any ultimate liability with respect to these matters will materially affect the Company's financial position, liquidity or future operations.

 

Cash and cash equivalents. All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. Cash and cash equivalents were $10.2$8.2 million and $7.1$7.2 million as of January 31, 2019 2022 and 2018,2021, respectively. On January 31, 2019,2022, less than $0.1 million was held in the U.S.United States and $10.1$8.2 million was held by foreign subsidiaries. On January 31, 2021, $0.1 million was held in the foreign subsidiaries. On January 31, 2018, $0.7United States and $7.1 million was held in the U.S. and $6.4 million was held in theby foreign subsidiaries.

 

29

Accounts payable included drafts payable of $0.2 million and less than $0.1 million on January 31, 2019 2022 and 2018,2021, respectively.

 

Restricted cash. Restricted cash held in the U.S. on January 31, 2019 was $1.5 million, all of which is a cash collateral held by PNC Bank in relation to the new credit agreement. There was no0 restricted cash held in the U.S.United States on January 31, 2018.2022 or January 31, 2021. Restricted cash held by foreign subsidiaries was $1.1$1.6 million and $1.2 million as of January 31, 2019 2022 and 2018,2021, respectively. Restricted cash held by foreign subsidiaries related to fixed deposits that also serve as security deposits and guarantees.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

Cash and cash equivalents

 $10,156  $7,084  $8,214  $7,174 

Restricted cash

  2,581   1,237   1,557  1,201 

Cash, cash equivalents and restricted cash shown in the statement of cash flows

 $12,737  $8,321  $9,771  $8,375 

 

Accounts receivable. The majority of the Company's accounts receivable are due from geographically dispersed contractors and manufacturing companies. Credit is extended based on an evaluation of a customer's financial condition, including the availability of credit insurance.condition. In the U.S.,United States, collateral is not generally required. In the U.A.E., Saudi Arabia, Egypt and Saudi Arabia,India letters of credit are usually obtained for significant orders. Accounts receivable are due within various time periods specified in the terms applicable to the specific customer and are stated at amounts due from customers net of an allowance for claims and doubtful accounts. Standard payment terms are net 30 days. The allowance for doubtful accounts is based on specifically identified amounts in customers' accounts, where future collectability is deemed uncertain. Management may exercise its judgment in adjusting the provision as a consequence of known items, such as current economic factors and credit trends. Past due trade accounts receivable balances are written off when the Company's collection efforts have been unsuccessful in collecting the amount due and the amount is deemed uncollectible. The write off is recorded against the allowance for doubtful accounts. 

 

One of the Company’s accounts receivable in the total amount of $5.4$3.6 million and $3.8 million as of January 31, 2018 (inclusive of2022 and 2021, respectively, has been outstanding for several years. Included in this balance is a retention receivable that is payable upon commissioning of the system in the amount of $3.7$3.4 million, of which, $3.5due to the long-term nature of the receivable, $2.0 million and 3.2$2.4 million were included in the balance of other long-term assets in the Company's consolidated balance sheets as of January 31, 20192022 and January 31, 2018, due to the long-term nature of the receivables) has been outstanding for several years.2021, respectively. The Company completed all of its deliverables in 2015 under the related contract, but the system has not yet been commissioned by the customer as additional activities must be completed prior to the overall system completion and commissioning. Nevertheless, the Company has been engaged in ongoing active efforts to collect this outstanding amount. During fiscal year 2018,2021, the Company received payments of approximately $0.7 million, which reduced the balance of this receivable to $4.7 million as of January 31, 2019. Subsequent to January 31, 2019, the Company received a further $0.3 million, thus reducing this balance to $4.4$0.1 million. As a result, the Company did not reserve any allowance against this receivable as of January 31, 2019. The Company continues to engage with the customer to ensure full payment of open balances, and has also during April 2022 received an updated acknowledgment of the outstanding balances and assurances of payment from the customer. Further, the Company has been engaged by the customer to perform additional work in 2022 under customary trade credit terms that supports the continued cooperation between the Company and the customer. As a result, the Company did not reserve any allowance against this receivable as of January 31, 2022. However, if the Company’s efforts to collect on this account are not successful, in fiscal 2019, then the Company may recognize an allowance for all, or substantially all, of any such then uncollected amounts. 

On For the years ended January 31, 20192022 and January 31, 2018, 2021, respectively, noone customer accounted for moregreater than 10% of the Company's consolidated net sales.

Three customersAs of January 31, 2022 and 2021,one customer accounted for 39.4%11.9% and 34.9%noone customer accounted for greater than 10% of accounts receivable, on January 31, 2019 and 2018, respectively.

Concentration of credit risk. The Company maintains its U.S. cash in bank deposit accounts at financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Cash balances are below FDIC limits. The Company has not experienced any losses in such accounts.

The Company has a broad customer base doing business in all regions of the U.S.United States as well as other areas in the world.

 

30

Accumulated other comprehensive loss. Accumulated other comprehensive loss represents the change in equity from non-owner transactions and consisted of foreign currency translation, minimum pension liability and marketable securities.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Equity adjustment foreign currency, gross

 $(1,438) $(268) $(1,947) $(1,590)

Minimum pension liability, gross

  (1,648)  (1,307)  (1,362) (1,902)

Marketable security, gross

      

Subtotal excluding tax effect

  (3,086)  (1,575) (3,309) (3,492)

Tax effect of foreign exchange currency

  91   (6)

Tax effect of equity adjustment foreign currency

 91  91 

Tax effect of minimum pension liability

  115   115   114  114 

Tax effect of marketable security

      

Total accumulated other comprehensive loss

 $(2,880) $(1,466) $(3,104) $(3,287)

 

Inventories. Inventories are stated at the lower of cost or market.net realizable value. Cost is determined using the first-in, first-outfirst-in, first-out method for all inventories.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Raw materials

 $11,962  $17,166  $13,909  $12,499 

Work in process

  488   291  426  211 

Finished goods

  731   1,024   527  375 

Subtotal

  13,181   18,481  14,862  13,085 

Less allowance

  892   1,625   1,101  928 

Inventories

 $12,289  $16,856 

Inventories, net

 $13,761  $12,157 

 

Long-lived assets. Property, plant and equipment are stated at cost. Interest is capitalized in connection with the construction of facilities and amortized over the asset's estimated useful life. Long-lived assets are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable. If such a review indicates impairment, the carrying amount of such assets is reduced to an estimated fair value.

 

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to 30 years. Leasehold improvements are depreciated over the remaining life of the lease or its useful life, whichever is shorter. Amortization of assets under capital leases is included in depreciation. Depreciation expense was approximately $4.5$4.1 million in 20182021 and $4.9$4.3 million in 2017.2020.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Land, buildings and improvements

 $22,327  $22,796  $22,748  $22,713 

Machinery and equipment

  47,168   47,009  50,534  49,406 

Furniture, office equipment and computer systems

  4,335   4,504  3,941  3,830 

Transportation equipment

  3,311   3,490   2,000  2,725 

Subtotal

  77,141   77,799  79,223  78,674 

Less accumulated depreciation

  46,743   43,290   54,467  51,777 

Property, plant and equipment, net of accumulated depreciation

 $30,398  $34,509  $24,756  $26,897 

 

Impairment of long-lived assets. The Company evaluatesCompany's assessment of long-lived assets, (including intangible assets)and other identifiable intangibles is based upon factors that market participants would use in accordance with the accounting guidance for impairment whenever events or changes in circumstances indicatethe fair value measurement of assets. At January 31, 2022, the Company performed a qualitative analysis assessment to determine if it was more likely than not that the fair values of the Company's long-lived assets exceeded their carrying amount of a long-lived asset may not be recoverable. A factor considered important that could trigger an impairment review includes a year-to-date loss from operations.values. The Company reported income from operations in 2018, compared to losses from operations in 2017. Anassessed three asset is considered impaired if its carrying amount exceedsgroups as part of this analysis: United States, Canada and Middle East. The qualitative assessment indicated that it was more likely than not that the undiscounted future net cash flow the asset is expected to generate. Based onfair values of the Company's review of the projected cash flows over the remaining useful lives of thelong-lived assets management hadexceeded their carrying values for all three asset groups. Therefore, it was determined that there was no0 impairment of the Company's long-lived assets as of for the year ended January 31, 2018. Since there was no triggering event in 2018, management has determined that there was no2022. The Company will continue testing for potential impairment of long-lived assetsat least annually or as of January 31, 2019.otherwise required by applicable accounting standards.

 

31

Goodwill. The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recorded as goodwill. All identifiable goodwill as of January 31, 2019 2022 and 2018,2021, is attributable to the purchase of Perma-Pipe Canada, Ltd. ("PPC")., which occurred in 2016. 

 

     

Foreign exchange

        

Foreign exchange

   

(In thousands)

 

January 31, 2018

 

change effect

 

January 31, 2019

 

January 31, 2021

 

change effect

 

January 31, 2022

Goodwill

 $2,423  $(154) $2,269  $2,332  $10  $2,342 

 

The Company performs an impairment assessment of goodwill annually as of January 31, or more frequently if triggering events occur, based on the estimated fair value of the related reporting unit.unit or intangible asset. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ThereAt January 31, 2022, the Company elected to perform a qualitative analysis assessment to determine if it was nomore likely than not that the fair value of the Company's Canadian reporting unit exceeded its carrying value, including goodwill. The qualitative assessment did not identify any triggering events that would indicate potential impairment to goodwill during 2018of the Company's Canadian reporting unit. Therefore, it was determined that the fair value of the reporting unit exceeded its carrying value, resulting in 0 impairment for the years ended January 31,2022. The Company will continue testing for potential impairment at least annually or 2017.as otherwise required by applicable accounting standards.

 

Other intangible assets with definite lives. The Company owns several patents including those covering features of its piping and electronic leak detection systems. 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 $2.7 million and $2.6 million as of January 31, 2019 2022 and 2018.2021, respectively. Accumulated amortization was approximately $2.5$2.6 million and $2.4$2.5 million as of January 31, 2019 2022 and 2018.2021 Future amortization over the next five years ending January 31 will be less than $0.1 million in the years 20192022 to 20232026 and less than $0.1 million thereafter. Amortization expense is expected to be recognized over the weighted-average period of 7.33.4 years.

 

Research and development. Research and development expenses consist of materials, salaries and related expenses of engineering personnel and outside services for product development projects. Research and development costs are expensed as incurred. Research and development expense was approximately $0.2$0.4 million in 2021 and $0.3 million in 20182021 and 2017, respectively.2020.

 

Income taxes. Deferred income taxes have been provided for temporary differences arising from differences in the basis of assets and liabilities for tax and financial reporting purposes. Deferred income taxes on temporary differences have been recorded at the current tax rate. The Company assesses its deferred tax assets and liabilities for realizability at each reporting period.

 

The Company recognizes the financial statement benefit of a tax position in its consolidated financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. For further information, see Note 87 - Income taxes, in the Notes to Consolidated Financial Statements.

 

One of the base broadening provisions of the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") is the global intangible low-taxed income provisions ("GILTI"). In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for periods ended January 31, 2022 and 2021, deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense. 

Fair value of financial instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are based upon reasonable estimates of their fair value due to their short-term nature. The carrying amount of the Company's short-term debt, revolving line of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable rates.

Reclassifications. Certain reclassifications have been made to prior period financial statements to conform to current period presentation. These reclassifications have no effect on net income. Unbilled accounts receivable was broken out from prepaid expenses and other current assets on the consolidated balance sheet. Unbilled accounts receivable was segregated from prepaid expenses and other current assets and reclassified into its own line on the consolidated balance sheets and consolidated statements of cash flows. 

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Net lossincome/(loss) per common share. Earnings per share ("EPS") is computed by dividing net lossincome/(loss) by the weighted average number of common shares outstanding (basic). The Company reported net lossesincome in 20182021 and 2017; therefore,a net loss in 2020. Therefore, the Company adjusted for dilutive shares in 2021, while in 2020 the diluted loss per share was identical to the basic loss per share rather than assuming conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. The dilutive shares are in the following table:

 

Basic weighted average number of common shares outstanding (in thousands)

 

2018

 

2017

 

2021

  

2020

 

Basic weighted average number of common shares outstanding

  7,812   7,680  8,133  8,126 

Dilutive effect of stock options and restricted stock units

        285   0 

Weighted average number of common shares outstanding assuming full dilution

  7,812   7,680   8,418   8,126 
         

Stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices

  82   139 

Restricted Stock and Stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices

 39  214 

Canceled options during the year

  (63)  (131) (33) (25)

Stock options with an exercise price below the average stock price

  136   219 

Restricted Stock and Stock options with an exercise price below the average stock price

 285  168 

 

Equity-based compensation. The Company issues or has issued various types of stock-based awards to employees and directors: restricted stock, deferred stock and stock options. Non-cash compensation expense associated with restricted stock is based on the fair value of the common stock at the date of grant, and amortized using the straight line method over the vesting period. Compensation expense associated with deferred stock which ishas been awarded to the Board of Directors (non-employee) is based upon the fair value of the common stock at the date of grant, and since the grant vests immediately it is expensed on the date of the grant. Stock compensation expense for stock options is recognized ratably over the requisite service period of the award. The Black-Scholes option-pricing model is utilized to estimate the fair value of option awards.

 

Treasury Stock.In accordance with ASC Topic 505, "Equity", the Company has accounted for the stock repurchases under the cost method, as the Company has not elected to retire the repurchased stock at this time. This results in recognizing the shares as treasury stock, a reduction of stockholders' equity on the Company's consolidated balance sheets as of January 31, 2022 and on the Company's consolidated statements of stockholders' equity for the year ended January 31,2022. The amounts recognized as treasury stock in the consolidated balance sheets and consolidated statements of stockholders' equity include costs associated with the acquisition of the shares.

Segments. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM") in making decisions regarding resource allocation and assessing performance The Company’s Chief Executive Officer is the CODM, and he uses a combination of several management reports, including the Company's financial information in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment.

 

Fair value of financial instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are reasonable estimates of their fair value due to their short-term nature. The carrying amount of the Company's short-term debt, revolving line of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable market rates.

Recent accounting pronouncements. In March 2017, 2020, the Financial Accounting Standards Board (“FASB”("FASB") issued authoritativeAccounting Standards Update ("ASU") 2020-04,Reference Rate Reform (Topic 848), which provides guidance designed to provide relief from the accounting analysis and impacts that changesmay otherwise be required for modifications to agreements necessitated by the income statement presentationscheduled discontinuation of LIBOR on December 31, 2021. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. The ASU provides the option to account for and present a modification that meets the scope of the componentsstandard as an event that does not require contract remeasurement at the modification date or reassessment of net periodic benefit cost related to defined benefit pension and other postretirement plans. The primary changea previous accounting determination required under the new guidance is that only the service cost component of net periodic benefit cost should be included in operating income and is eligible for capitalization as an asset. The other components of net periodic benefit cost, such as interest cost, the expected return on assets, amortization of actuarial gains and losses and prior service cost, should be presented below operating income. The guidancerelevant topic or subtopic. This ASU is effective for all entities; however, application of the guidance is optional, is only available in certain situations and is only available for companies to apply from March 12, 2020 until December 31, 2022. The Company's Renewed Senior Credit Facility which matures on September 20, 2026, bears interest at a rate equal to an alternate base rate, the London Inter-Bank Offered Rate ("LIBOR") or a LIBOR successor rate index, plus, in each case, an applicable margin. Based on the inclusion of the LIBOR successor rate index in the Renewed Senior Credit Facility, the Company starting February 1, 2018 and was applied retrospectively todoes not expect a material impact from the presentation of net periodic benefit cost, and recorded in miscellaneous income and expense in 2017 and 2018. Since the plans have not incurred any service costs, there has been no need to capitalize any costs. The adoption of this guidance did not have a material impactstandard on the Company's results of operations or financial position.

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In October 2016, the FASB issued authoritative guidance requiring the recognitionstatements of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs rather than when transferred to a third party as required under the current guidance. The new guidance is effective for the Company beginning February 1, 2018, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company's results of operations or financial position.Company.

 

In FebruaryJune 2016, the FASB issued ASU 2016-02,No.2016-13, LeasesFinancial Instruments-Credit Losses (Topic 842).326): Measurement of Credit Losses on Financial Instruments. The new guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. This ASU requires entities to recognize assets and liabilities for most leases on their balance sheets. It also requires additional qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, 2019, with early adoption permitted. A recently adopted amendment has delayed the effective date until fiscal years beginning after December 15, 2022. The Company will adoptis currently evaluating this standard and the ASU effective February 1, 2019 usingimpact to the alternative transition approach - a cumulative effect adjustment to retained earnings at that date, which is expected to be zero. The Company will avail itselffinancial statements of the practical expedients provided under the ASU and its subsequent amendments regarding identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. The Company expects to record a right-of-use asset and lease liability of approximately $10.0 million to $11.0 million at adoption. 

In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers ("Topic 606")", with several clarifying updates issued during 2016. This ASU was effective for the Company beginning February 1, 2018. The adoption of this ASU did not have a material impact on the Company's results of operations or financial position. Refer to Note 5 - Revenue recognition - for more detail.Company. 

 

The Company evaluated other recent accounting pronouncements and does not expect them to have a material impact on theits consolidated financial statements.

 

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33

 

Note 3 - Discontinued operations

The Company had a Filtration Products segment, which was sold in fiscal 2016, and was reported as discontinued operations in the consolidated financial statements for those corresponding years. Included in accrued expenses reported for January 31, 2018 is an amount of $0.1 million for warranty liability. Net cash used in discontinued operating activities during 2017 was less than $0.1 million. There were no expenses related to discontinued operations in fiscal 2018. 

Note 4 - Retention

 

A retention receivable is a portion of an outstanding receivable balance amount withheld by a customer until a contract is fully completed as specified in the contractual agreement. Retention receivables of $1.7$2.9 million and $2.4$2.7 million were included in the balance of trade accounts receivable as of January 31, 2019 2022 and 2018,2021, respectively. A retention receivable of $4.3 million and $3.2$2.7 million was included in the balance of other long-term assets as of January 31, 2019 2022 and 20182021 due to the long-term nature of the receivables. See Note 2 - Accounts receivable for further information regarding the future realization of these long-term balances.

 

 

Note 54 - Revenue recognition 

 

On February 1, 2018, theThe Company adopted Accounting Standards Codificationaccounts for its revenues under ASC Topic 606, "Revenue from Contracts with Customers,"Customers" ("Topic 606"), using the modified retrospective method applied to contracts that were not completed as of that date. Under this methodology the effect, if any, of initially applying the new revenue standard was to be recorded as an adjustment to the opening balance of retained earnings, while periods prior to the adoption date were not to be adjusted and continue to be reported in accordance with the accounting policies in effect for those periods.

The Company conducted a complete and thorough analysis of each single element of the five-step model of Topic 606 and concluded that there was no material impact to the Company as a result of the adoption of the new standard. As such, the Company was not required to make a cumulative adjustment to the opening balances of retained earnings, contract assets or contract liabilities upon its initial application of the new revenue standard. .

 

Revenue from contracts with customers:

 

The Company defines a contract as an agreement that has approval and commitment from both parties, defined rights and identifiable payment terms, which ensures the contract has commercial substance and that collectability is reasonably assured.

 

The Company’s standard revenue transactions are classified in to two main categories:

 

 

1)1)

Systems and Coating - which include all bundled products in which Perma-Pipe designs, engineers, and manufactures pre-insulated specialty piping systems, insulates subsea flowline pipe, subsea oil production equipment, and land-lines.landlines. Additionally, this systems classification also includes coating applied to pipes and structures. 

 

 

2)2)

Products - which include cables, leak detection products, heat trace products, sold under the PermAlert brand name, material/goods not bundled with piping or flowline systems, and field services not bundled into a project contract.

Table of Contents

 

In accordance with ASC 606-10-25-27606-10-25-27 through 29, the Company recognizes specialty piping and coating systems revenue over time as the manufacturing process progresses because one of the following conditions exist:

 

 

1)1)

the customer owns the material that is being insulated or coated, so the customer controls the asset and thus the work-in-process; or

 

 

2)2)

the customer controls the work-in-process due to the custom nature of the pre-insulated, fabricated system being manufactured as evidenced by the Company’s right to payment for work performed to date plus seller’s profit margin for products that have no alternative use for the Company.

 

Products revenue is recognized when goods are shipped or services are performed (ASC 606-10-25-30)606-10-25-30).

 

35

34

A breakdown of the Company's revenues by revenue class for fiscalthe years 2018ended January 31, 2021 and 20172020 are as follows:follows (in thousands):

 

2018

 

2017

 

2021

 

2020

 

Sales

% to Total

 

Sales

% to Total

 

Sales

  

% to Total

  

Sales

  

% to Total

 

Products

13,576

11%

 

8,495

8%

 $13,575 10% $11,496 14%
      

Specialty Piping Systems and Coating

                 

Revenue recognized under input method

40,525

31%

 

39,891

38%

 44,778 32% 35,041 41%

Revenue recognized under output method

74,864

58%

 

56,862

54%

  80,199 58% 38,157 45%

Total

128,965

100%

 

105,248

100%

 $138,552  100% $84,694  100%

 

The input method as noted in ASC 606-10-55-20606-10-55-20 is used by the U.S. operating entities to measure revenue by the costs incurred to date relative to the estimated costs to satisfy the contract using the percentage-of-completionover time method. Generally, these contracts are considered a single performance obligation satisfied over time and due to the custom nature of the goods and services, the percentage-of-completionover time method is the most faithful depiction of the Company’s performance as it measures the value of the goods and services transferred to the customer. Costs include all material, labor, and direct costs incurred to satisfy the performance obligations of the contract. Revenue recognition begins when projects costs are incurred.

 

The output method as noted in ASC 606-10-55-17606-10-55-17 is used by all other operating entities to measure revenue by the direct measurement of the outputs produced relative to the remaining goods promised under the contract. Due to the types of end customers, generally these contracts require formal inspection protocols or specific export documentation for units produced, or produced and shipped, therefore, the output method is the most faithful depiction of the Company’s performance. Depending on the conditions of the contract, revenue may be recognized based on units produced, inspected and held by the Company prior to shipment or on units produced, inspected and shipped. 

 

Some of the Company’s operating entities invoice and collect milestones or other contractual obligations prior to the transfer of goods and services, but does do not recognize revenue until the performance obligations are satisfied under the methods discussed above.

 

Contract modifications that occur prior to the start of the manufacturing process will supersede the original contract and revenue is recognized using the modified contract value. Contract modifications that occur during the manufacturing process (changes in scope of work, job performance, material costs, and/or final contract settlements) are recognized in the period in which the revisions are known. Provisions for losses on uncompleted contracts are made in contract liabilities account in the period such losses are identified.

 

Contract assets and liabilities:

 

Contract assets represent revenue recognized in excess of amounts billed (unbilled receivables) for contract work in progress for which the Company has a valid contract and an enforceable right to payment for work completed. Contract liabilities represent billings in excess of costs (unearned revenue) for contract work in progress for which the Company has a valid contract and an enforceable right to payment for work completed. Both customer billings and the satisfaction (or partial satisfaction) of the performance obligation(s) occur throughout the manufacturing process and impactsimpact the period end balances in these accounts.

 

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Table of Contents

The Company anticipates that substantially all costs incurred for uncompleted contracts as of January 31, 20192022 will be billed and collected within one year.

 

During the year ended January 31, 2021, one of the Company's customers in Qatar made a call on a performance bond held to secure one of the Company's contracts. The following tables set forthCompany believes the changescustomer's claims of non-performance under the contract are invalid and that the customer's actions were themselves a breach of the contract. The Company has engaged local counsel to seek reimbursement as well as additional compensation for lost profits suffered as a result of cancellation of certain work orders under the contract. The Company has recorded the expense related to the encashment of approximately $0.6 million in other income in the Company's contract assets and liabilitiesconsolidated statements of operations for the periods indicated. The Company expectsyear ended January 31, 2021. No receivable has been recorded related to recognize the remaining balancespotential reimbursement in the consolidated financial statements as of January 31, 2019 within one year.2022.

Contract Assets

Balance January 31, 2018

$1,502

Costs and gross profit recognized during the period for uncompleted contracts from the prior period

(6,458)

Costs and deferred gross profit incurred on uncompleted contracts not billed at the end of the current period

6,609

Closing Balance at January 31, 2019

1,653

Contract Liabilities

Balance January 31, 2018

$1,967

Revenue recognized during the period for uncompleted contracts from the prior period

(3,222)

New contracts entered into that are uncompleted at the end of the current period

2,824

Closing Balance at January 31, 2019

1,569

 

The following table shows the reconciliation of the cost in excess of billings:

 

(In thousands)

 

2018

  

2017

  

2021

  

2020

 

Costs incurred on uncompleted contracts

 $12,348  $11,955  $20,021 $17,543 

Estimated earnings

  7,430   6,336   12,030 9,651 

Earned revenue

  19,778   18,291  32,051  27,194 

Less billings to date

  19,694   18,756   31,019 23,949 

Costs in excess of billings, net

 $84  $(465) $1,032  $3,245 

Balance sheet classification

            

Contract assets: Costs and estimated earnings in excess of billings on uncompleted contracts

 $1,653  $1,502  $2,309 $4,007 

Contract liabilities: Billings in excess of costs and estimated earnings on uncompleted contracts

  (1,569)  (1,967)  (1,277) (762)

Costs in excess of billings, net

 $84  $(465) $1,032  $3,245 


Substantially all of the $0.8 million and $1.2 million contract liabilities balances at January 31, 2021 and 2020, respectively, were recognized in revenues during 2021 and 2020, respectively.

Unbilled accounts receivable:

The Company has recorded $2.7 million and $0.2 million of unbilled accounts receivable on the consolidated balance sheets as of January 31, 2022 and 2021, respectively, from revenues generated by its subsidiaries in MENA. The Company has fulfilled all performance obligations and has recorded revenue under the respective contracts. The deliverables under these contracts have been accepted by the customer and billings will be made once the customer picks up or arranges shipping for the products. All of the amounts included in unbilled accounts receivable as of January 31, 2021 are expected to be billed in the first quarter of 2022.

Practical expedients:

 

Costs to obtain a contract are not considered project costs as they are not usually incremental, nor does job duration span more than one year. The Company applies practical expedient for these types of costs and as such are expensed in the period incurred.

 

As the Company's contracts are less than one year, the Company has applied the practical expedient regarding disclosure of the aggregate amount and future timing of performance obligations that are unsatisfied or partially satisfied as of the end of the reporting period.

 

37
36

 

Note 65 - Debt

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Revolving line North America

 $8,890  $7,273 

Mortgage notes

  6,961   7,723 

Revolving lines foreign

  84   123 

Capitalized lease obligations

  536   846 

Revolving line - North America

 $634 $2,826 

Mortgage note

 5,257 6,394 

Revolving lines - foreign

 6,049 3,272 

Term loan - foreign

 33 17 

Finance lease obligations

  9,944 701 

Total debt

  16,471   15,965  21,917  13,210 

Unamortized debt issuance costs

  (181)  (200) (147) (166)

Less current maturities

  9,539   8,037   7,384  6,776 

Total long-term debt

 $6,751  $7,728  $14,386  $6,268 
         

Current portion of long-term debt

 $9,539  $8,037  $7,384  $6,776 

Unamortized debt issuance costs

  (9)  (11)  0  (9)

Total short-term debt

 $9,530  $8,026  $7,384  $6,767 

 

The following table summarizes the Company's scheduled maturities on January 31:

 

(In thousands)

 

Total

 

2020

 

2021

 

2022

 

2023

 

2024

 

Thereafter

Revolving line North America

 $8,890  $8,890  $  $  $  $  $ 

Mortgages

  6,961   355   361   366   372   378   5,129 

Revolving line foreign

  84   84                

Capitalized lease obligations

  536   210   225   81   20       

Total

 $16,471  $9,539  $586  $447  $392  $378  $5,129 

(In thousands)

 

Total

  

2023

  

2024

  

2025

  

2026

  

2027

  

Thereafter

 

Revolving line - North America

 $634  $634  $0  $0  $0  $0  $0 

Mortgage note

  5,257   251   251   251   251   251   4,002 

Revolving lines - foreign

  6,049   6,049   0   0   0   0   0 

Long-term finance obligation

  9,415   87   112   137   168   201   8,710 

Term loan - foreign

  33   6   13   7   7   0   0 

Finance lease obligations

  529   357   172   0   0   0   0 

Total

 $21,917  $7,384  $548  $395  $426  $452  $12,712 

Paycheck Protection Program Loan. On May 1, 2020, the Company entered into a loan agreement under the Small Business Administration's Paycheck Protection Program ("PPP") and received proceeds of approximately $3.2 million. Interest on the loan accrued at a fixed interest rate of 1.0%, and the loan had a maturity date of April 28, 2022. Under Section 1106 of the CARES Act, borrowers are eligible for forgiveness of principal and accrued interest on the loans to the extent that the proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utility costs, otherwise described as qualified expenses. During the three months ended July 31, 2020, the Company used all of the PPP loan proceeds to pay for qualified expenses, 100% of which were used for payroll related expenses. The Company submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small Business Administration ("SBA"). On June 24, 2021, the Company was notified by its lender that its PPP loan had been forgiven by the SBA. 

Guidance from the American Institute of Certified Public Accountants' ("AICPA") Technical Question and Answer Section 3200.18 states that if a company expects to meet the PPP’s eligibility criteria and concludes that the PPP loan represents, in substance, a grant that is expected to be forgiven, it may analogize to International Accounting Standards ("IAS") 20 - Accounting for Government Grants and Disclosure of Government Assistance to account for the PPP loan.  The Company has recognized the earnings impact on a systematic basis over the periods in which the Company recognized as expenses the related costs for which the grants were intended to compensate. We noted that all of these expenses, and thus the related earnings impact, were incurred during the year ended January 31, 2021.  

The IAS 20 guidance allows for recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected the former option, to make a more clear distinction in its financial statements between its operating income and the amount of net income resulting from the PPP loan and subsequent expected forgiveness. As such, we have recognized the proceeds in earnings during the year ended January 31, 2021. The amounts were recognized in other income, net in the consolidated statements of operations. 

 

Revolving line - North AmericaOn September 20, 2018, the Company and certain of its U.S. and Canadian subsidiaries (collectively, together with the Company, the “North American Loan Parties”) entered into a new Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and lender, (“PNC”), providing for a new three-yearthree-year $18 million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the “Senior Credit Facility”). The Senior Credit Facility replaced

37

On December 18, 2020, the Company’s then existing $15 millionCompany entered into the First Amendment and Waiver to the Revolving Credit and Security Agreement dated September 24, 2014, among various subsidiaries(“Amendment and Waiver”) with PNC, which (i) reflected PNC’s waiver of the Company’s failure to maintain a fixed charge coverage ratio ("FCCR") of 1.10 to 1.00 as of October 31, 2020 on a trailing four quarter basis as required under the Company’s Credit Agreement and (ii) further amended certain future fixed charge coverage ratio covenants requirements under the Credit Agreement.  Additionally, the Company was also required to have received, and Bankapplied to reduce the outstanding balance under the Credit Agreement, $1.0 million from one of Montreal, as successorits foreign subsidiaries, Perma-Pipe Middle East FZC, in the U.A.E. The transfer and repayment occurred on December 17, 2020 and did not cause the Company to incur any additional fees or taxes, nor did it force the Company to change any of its assertions with regards to permanent reinvestment in any of its foreign subsidiaries. The Company incurred additional fees over the remainder of the Amendment and Waiver of approximately $0.1 million. The Amendment and Waiver also eliminated the Company’s ability to make LIBOR borrowings and reduced the overall availability by assignment$2.0 million until maturity. 

On September 17, 2021, the North American Loan Parties executed an extension of the Credit Agreement with PNC, providing for a new five-year $18.0 million senior secured revolving credit facility, subject to BMO Harris Bank N.A., as amendeda borrowing base including various reserves (the “Prior“Renewed Senior Credit Agreement”Facility”). The Company's obligations under the Renewed Senior Credit Facility are currently guaranteed by Perma-Pipe Canada, Inc. Each of the North American Loan Parties other than Perma-Pipe Canada, Inc. is a borrower under the Renewed Senior Credit Facility (collectively, the “Borrowers”).

 

The Company initially usedBorrowers are using borrowings under the newRenewed Senior Credit Facility (i) to pay off outstanding amountsfund capital expenditures; (ii) to fund ongoing working capital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases. Borrowings under the Prior Credit Agreement (which totaled approximately USD $3,773,823 plus CAD 4,794,528) and cash collateralize a letter of credit (USD $154,500). The Company has used proceeds from the newRenewed Senior Credit Facility for on-going working capital needs, and expects to continue using this facility to fund future capital expenditures, working capital needs and other corporate purposes. Borrowings under the Senior Credit Facility bearbears interest at a rate equal to an alternate base rate, the London Inter-Bank Offered Rate (“LIBOR”) or a LIBOR successor rate index, plus, in each case, an applicable margin. The applicable margin is based on average quarterly undrawn availability with respect to the Senior Credit Facility.an FCCR range. Interest on alternate base rate borrowings are generally payable monthlybased on the alternate base rate as defined in arrears and interestthe Renewed Senior Credit Facility plus an applicable margin ranging from 1.00% to 1.50%, based on the FCCR in the most recently reported period. Interest on LIBOR or LIBOR successor rate borrowings are generallywill be payablethe LIBOR rate as defined in arrearsthe Renewed Senior Credit Facility plus an applicable margin ranging from 2.00% to 2.50%, based on the last day of each interestFCCR in the most recently reported period. Additionally, the Company is required toBorrowers pay a 0.375%0.25% per annum facility fee on the unused portion of the Renewed Senior Credit Facility. The facility fee is payable quarterly in arrears. 

 

Subject to certain exceptions, borrowings under the Renewed Senior Credit Facility are secured by substantially all of the assets of the Company and certain of its North American subsidiaries. The North American Loan Parties’ obligations under the Senior Credit Facility are guaranteed by Perma-Pipe Canada, Inc.assets. The Renewed Senior Credit Facility will mature on September 20, 2021. 2026. Subject to certain qualifications and exceptions, the Renewed Senior Credit Facility contains covenants that, among other things, restrict the North American Loan Parties’ ability to create liens, merge or consolidate, consummate acquisitions, make investments, dispose of assets, incur debt, and pay dividends and other distributions. In addition, the North American Loan Parties cannot allowmay not make capital expenditures to exceed $3in excess of $5.0 million annually, (plusplus a limited carryover of unused amounts).amounts. Further, the North American Loan Parties may not make repurchases of the Company's common stock in excess of $3.0 million. 

 

The Renewed Senior Credit Facility also contains financial covenants requiring (i) the North America Loan Parties to achieve consolidated net income (excluding the financial performance of the Company’s foreign subsidiaries not party to the Credit Agreement) before interest, taxes, depreciation, amortization and certain other adjustments (“EBITDA”) of at least $1,807,000 for the period from August 1, 2018 through October 31, 2018; (ii) the North America Loan Parties to achieve EBITDA of at least $2,462,000 for the period from August 1, 2018 through January 31, 2019; (iii) the North AmericaAmerican Loan Parties to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Renewed Senior Credit Facility (excluding from the calculation items related to the financial performance of the Company’s foreign subsidiaries not party to the Credit Agreement) to be not less than 1.10 to 1.00 if for any five consecutive days the nine-month period ending April 30, 2019 and forundrawn availability is less than $3.0 million or any day in which the quarter ending Julyundrawn availability is less than $2.0 million. As of January 31, 2019 and each quarter end thereafter on a trailing four-quarter basis; and (iv)2022, the calculated ratio was substantially greater than 1.10 to 1.00. In order to cure any future breach of the fixed charge coverage ratio covenant by the North American Loan Parties, the Company andmay repatriate cash from any of its subsidiaries (including the Company’s foreign subsidiaries that are otherwise not a party to the Credit Agreement) to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under theRenewed Senior Credit Facility in an amount which, when added to the amount of not less than 1.10 to 1.00 for the nine-month period ending October 31, 2018 and forCompany’s Consolidated EBITDA, would result in pro forma compliance with the quarter ending January 31, 2019 and each quarter end thereafter on a trailing four-quarter basis.covenant. The Company was in compliance with this requirementthese covenants as of January 31, 2019. 2022.

The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, then PNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility due and payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior Credit Facility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest at a rate of 2.00% per annum in excess of the otherwise applicable rate (i) while a bankruptcy event of default exists or (ii) upon the lender's request, during the continuance of any other event of default.

 

As of January 31, 2019, 2022, the Company had borrowed an aggregate of $8.9$0.6 million at 8.0% and 6.0%, with a weighted average rate of 6.43%,4.25% and had $3.1$8.5 million available under the Renewed Senior Credit Facility.Facility, before application of a $2.5 million availability block that can be reduced by the Company's financial performance. This block on the Company's availability under its Renewed Senior Credit Facility was removed completely based on its financial performance as of and for the year ended January 31, 2022.

 

38

Finance obligation - buildings and land.On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and Sale Agreement"). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its land and buildings in Lebanon, Tennessee (the "Property") for a purchase price of $10.4 million. The transaction generated net cash proceeds of $9.1 million, following the release of the escrowed amount in June 2021 discussed below. The Company used a portion of the proceeds to repay its borrowings under the Senior Credit Facility. The Company expects to use its liquidity for strategic investments and general corporate needs. Concurrent with the sale of the Property, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option. Concurrently with the sale, the Company paid off the approximately $0.9 million mortgage note on the Property to its lender. At closing, $0.4 million was placed in a short-term escrow account to cover certain post-closing contingencies that may arise. The contingencies were resolved in May 2021 and the Company received the escrowed funds in June 2021.

In accordance with ASC Topic 842, "Leases", this transaction was recorded as a failed sale and leaseback as the present value of lease payments exceeded substantially all of the fair value of the underlying asset. The Company utilized an incremental borrowing rate of 8.0% to determine the finance obligation to record for the amounts received and will continue to depreciate the assets. The current portion of the finance obligation of $0.1 million is recognized in current maturities of long-term debt and the long-term portion of $9.3 million is recognized in long-term finance obligation on the Company's consolidated balance sheets as of January 31,2022. The net carrying amount of the financial liability and remaining assets will be zero at the end of the lease term.

 

Revolving lines - foreign. The Company also has credit arrangements used by its Middle Eastern subsidiaries. subsidiaries in the U.A.E. and Egypt as discussed further below.

The Company has a revolving line for  8.0 million U.A.E. Dirhams (approximately $2.2 million at January 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately  3.77% and was originally set to expire in November 2020, however, the expiration was extended due to the COVID-19 pandemic. The Company has submitted final documentation to complete the renewal process and is awaiting official notification from the bank of the renewal completion. This process is expected to be completed in May 2022.

The Company has a second revolving line for 19.5 million U.A.E. Dirhams (approximately $5.3 million at January 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 4.5% and is set to expire in January 2023.

The Company has a third credit arrangement for project financing with a bank in the U.A.E. for 3.0 million U.A.E. Dirhams (approximately $0.8 million at January 31,2022). This credit arrangement is in the form of project financing at rates competitive in the U.A.E. The line is secured by the contract for a project being financed by the Company's U.A.E. subsidiary. The facility has an interest rate of approximately 4.5% and is expected to expire in  June 2023 in connection with the completion of the project. 

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 lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by the Company. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels of intercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends. On dividends or undertaking of additional debt by the respective subsidiary.

In  June 2021, the Company's Egyptian subsidiary entered into a credit arrangement with a bank in Egypt for a revolving line of  100.0 million Egyptian Pounds (approximately $6.2 million at January 31, 2019,2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line was secured by certain assets (such as accounts receivable) of the Company's Egyptian subsidiary. Among other covenants, the credit arrangement established a maximum leverage ratio allowable and restricted the Company's Egyptian subsidiary's ability to undertake any additional debt. The facility has an interest rate of approximately 8.0% and is set to expire in  August 2022.

In  December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds (approximately $1.8 million at January 31,2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line is secured by the contract for a project being financed by the Company's Egyptian subsidiary. The facility has an interest rate of approximately  8.0% and is expected to expire in  June 2022 in connection with the completion of the project.

The Company’s credit arrangements used by its Middle Eastern subsidiaries are subject to renewal on an annual basis. The Company guarantees only a portion of the subsidiaries' debt, including foreign debt. As of January 31, 2022, the amount of foreign subsidiary debt guaranteed by the Company was approximately $0.2 million. 
The Company was in compliance with the covenants under the credit arrangements. On arrangements in the U.A.E. as of January 31,2022. The Company was not in compliance with a covenant under its 28.2 million Egyptian Pound project financing in Egypt as of January 31, 2019,2022. The Company did not meet its required debt to equity ratio as of January 31, 2022. The Company has received a waiver from the bank as of January 31, 2022. On January 31,2022, interest rates were based on the EIBOREmirates Inter Bank Offered Rate plus  3.0% to  3.5% per annum withfor the U.A.E. credit arrangements,  two of which have a minimum interest rate of  4.5% per annum. On annum, and based on the stated interest rate in the agreement for the Egypt credit arrangement. Based on these base rates, as of January 31, 2019,2022, the Company's interest rates ranged from  6.15%3.77% to 6.51%8.0%, with a weighted average rate of 6.51%7.31%, and the Company could borrow $9.1had facility limits totaling $16.4 million under these credit arrangements. On As of January 31, 2019, $7.92022, $1.2 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. On Additionally, as of January 31, 2019,2022, the Company had borrowed $0.1$6.0 million, and had an additional $1.1$6.1 million available.of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of January 31, 20192022 and 2018,2021 were included as current maturities of long-term debt in the Company's consolidated balance sheets. 

The Company had a revolving line for 8.0 million Dirhams (approximately $2.2 million U.S. dollars at January 31, 2019) from a bank in the U.A.E. The loan had an interest rate of approximately 6.15% and expired on March 31, 2019. The Company is in current negotiations to renew and expand this facility.  

The Company has a revolving line for 25.0 million Dirhams (approximately $6.8 million U.S. dollars at January 31, 2019) from a bank in the U.A.E. The loan has an interest rate of approximately 6.51% and matures July 2019.

The Company’ credit arrangements used by its Middle Eastern subsidiaries renew on an annual basis.

The Company guarantees the subsidiaries' debt including all foreign debt.

Mortgages.On July 28,2016, the Company borrowed $8.0CAD 8.0 million CAD (approximately USD $6.1 million at the prevailing exchange rate on the transaction date) from a bank in Canada under a mortgage note secured by the manufacturing facility located in Alberta, Canada that matures on December 23,2042. The interest rate is variable, currentlyand was 4.3% at 6.05%, with monthly payments of $38 thousand CAD (approximately $29 thousand) for interest; and monthly payments of $27 thousand CAD (approximately $21 thousand) for principal. January 31, 2022. Principal payments began in January 2018.

 

On June 19,2012, the Company borrowed $1.8 million under a mortgage note secured by its manufacturing facility in Lebanon, Tennessee. The proceeds were used for payment of amounts borrowed. On April 14, 2021, the Company entered into the Purchase and Sale Agreement discussed above. Concurrently with the sale of the Property, the Company paid off the approximately $0.9 million remaining on the mortgage note on the Property to its lender.

39

Note 6 - Leases

The loan bears interestCompany accounts for its leases under ASC 842,Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities short-term, and operating lease liabilities long-term in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt less current maturities in the Company's consolidated balance sheets. 

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at 4.5% with monthly payments of $13 thousand for both principal andthe rate implicit in the lease or the Company’s incremental borrowing rate.  Lease liabilities are increased by interest and matures July 1, 2027. On June 19, 2022,reduced by payments each period, and the ROU asset is amortized over the lease term.  For operating leases, interest on the same daylease liability and the amortization of each year thereafter, the ROU asset result in straight-line rent expense over the lease term.  For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term.  Variable lease expenses are recorded when incurred. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

As most of the Company's leases do not provide an implicit rate, shall adjustthe Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the prime rate, provided thatlease payments in a similar economic environment.

In calculating the applicable interest rate shall not adjust more than 2.0% per annumROU asset and shall be subjectlease liability, the Company elects to combine lease and non-lease components.  The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a ceiling of 18.0% and a floor of 4.5%.straight-line basis over the lease term. 

 

Capital leases.Operating Leases. On In August 2020, the Company entered into a new lease in Abu Dhabi, U.A.E. for land upon which the Company intends to build a facility. The annual payments are initially expected to be approximately 1.2 million U.A.E. Dirhams (approximately $0.3 million at October 20, 2017,31, 2020), inclusive of rent and common charges, with escalation clauses in the agreement. Rent payments are deferred until August 2022. The lease expires in August 2050.

Finance Leases. In 2019, the Company obtained a capital leasetwo finance leases for $0.18CAD 1.1 million CAD (approximately $0.1USD $0.8 million at the prevailing exchange raterates on the transaction date)dates) to finance vehicle equipment. The interest raterates for these capitalfinance leases is 4.0% per annum with monthly principal and interest payments of $3 thousand, and these leases mature on September 29, 2022.

On May 5, 2017, the Company obtained two capital leases for a total of $0.94 million CAD (approximately $0.7 million USD at the prevailing exchange rate on the transaction date) to finance vehicle equipment. The interest rate for these capital leases is 7.8% per annum with monthly principal and interest payments of $9 thousand, and these leases mature on April 30, 2021.

39

On August 5, 2016, the Company obtained a capital lease for 0.6 million Indian Rupees (approximately $8 thousand U.S. dollars at the prevailing exchange rate on the transaction date) to finance vehicle equipment. The interest rate for this capital lease is 15.6%were 8.0% per annum with monthly principal and interest payments of less than a thousand dollars,$0.1 million. These leases mature in August 2023. In 2017, the Company obtained three finance leases for CAD 1.1 million (approximately USD $0.8 million at the prevailing exchange rates on the transaction dates) to finance vehicle equipment. The interest rates for these finance leases range from 4.0% to 7.8% per annum with monthly principal and interest payments of less than $0.1 million. Two of these leases matured in April 2021 and new leases have been entered into in May 2021 to replace the matured leases. The remaining lease matures in September 2022.

The Company has several significant operating lease agreements, with lease terms of one to 30 years, which consist of real estate, vehicles and office equipment leases. These leases do not require any contingent rental payments, impose any financial restrictions or contain any residual value guarantees.  Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease matures on July 5, 2019.liabilities and ROU assets as the Company is not reasonably certain to exercise the options.  Variable expenses generally represent the Company’s share of the landlord’s operating expenses.  The Company does not have any arrangements where it acts as a lessor, other than one sub-lease arrangement. 

 

Note 7 - Lease informationAt January 31, 2022, the Company had total operating lease liabilities of $12.8 million and operating ROU assets of $11.2 million, which are reflected in the consolidated balance sheet. At January 31, 2022, the Company also had finance lease liabilities of $0.5 million included in current maturities of long-term debt and long-term debt less current maturities, and finance ROU assets of $0.7 million which were included in property plant and equipment, net of accumulated depreciation in the consolidated balance sheet.

 

Supplemental balance sheet information related to leases follows (in thousands):

Operating and Finance leases:

 

January 31, 2022

  

January 31, 2021

 

Finance leases assets:

        

Property and Equipment - gross

 $1,221  $879 

Accumulated depreciation and amortization

  (490)  (96)

Property and Equipment - net

 $731  $783 
         

Finance lease liabilities:

        

Finance lease liability short-term

 $357  $300 

Finance lease liability long-term

  173   401 

Total finance lease liabilities

 $530  $701 
         

Operating lease assets:

        

Operating lease ROU assets

 $11,213  $13,384 
         

Operating lease liabilities:

        

Operating lease liability short-term

 $1,496  $1,402 

Operating lease liability long-term

  11,270   13,174 

Total operating lease liabilities

 $12,766  $14,576 

Property under capitalized leases (in thousands)

 

2018

 

2017

Machinery and equipment

 $855  $1,729 

Transportation equipment

  8   9 

Subtotal

  863   1,738 

Less accumulated amortization

  355   699 

Total

 $508  $1,039 
40

Total lease costs consist of the following (in thousands):

Lease costs

Consolidated Statements of Operations Classification

 

Year Ended January 31, 2022

  

Year Ended January 31, 2021

 

Finance Lease Costs

         

Amortization of ROU assets

Cost of sales

 $245  $214 

Interest on lease liabilities

Interest expense

  53   69 

Operating lease costs

Cost of sales, SG&A expenses

  2,502   2,570 

Short-term lease costs (1)

Cost of sales, SG&A expenses

  591   398 

Sub-lease income

SG&A expenses

  (81)  (81)

Total Lease costs

 $3,310  $3,170 

(1) Includes variable lease costs, which are immaterial

Supplemental cash flow information related to leases is as follows (in thousands):

  

Year Ended January 31, 2022

  

Year Ended January 31, 2021

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Financing cash flows from finance leases

 $375  $432 

Operating cash flows from finance leases

  53   69 

Operating cash flows from operating leases

  2,784   3,097 

  

Year Ended January 31, 2022

 

ROU Assets obtained in exchange for new lease obligations:

    

Finance leases liabilities

 $0 

Operating leases liabilities

  121 

Weighted-average lease terms discount rates are as follows:

January 31, 2022

Weighted-average remaining lease terms (in years):

Finance leases

1.5

Operating leases

13.5

Weighted-average discount rates:

Finance leases

9.1%

Operating leases

7.4%

41

On January 31, 2022, future minimum annual rental commitments under non-cancelable lease obligations were as follows (in thousands):

Year:

 

Operating Leases

  

Finance Leases

 

For the year ended January 31, 2023

 $2,367  $386 

For the year ended January 31, 2024

  2,335   177 

For the year ended January 31, 2025

  1,525   0 

For the year ended January 31, 2026

  1,326   0 

For the year ended January 31, 2027

  1,333   0 

Thereafter

  12,322   0 

Total lease payments

  21,208   563 

Less: amount representing interest

  (8,442)  (33)

Total lease liabilities at January 31, 2022

 $12,766  $530 

Rental expense for operating leases was $3.1 million and $3.0 million in 2021 and 2020, respectively.

 

The Company has several significant operating lease agreements as follows:

 

Office Space of approximately 31,650 square feet in Niles, IL is leased until October, 2023.

Five acres of land in Louisiana is leased through March, 2022.

Thirty acres of land in Canada. Ten acres leased through October, 2019, and twenty acres leased through December, 2022.

Nine acres of land in the Kingdom of Saudi Arabia is leased through April, 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.

The Company had leased one of its administrative offices in the U.A.E. from a partnership in which a former employee of the Company was a partner. The Company ended this lease arrangement in 2017 and paid total rent of $0.2 million to the partnership in 2017. No payments were made in 2018. Lease payments were based on prevailing market rates.

Office space of approximately 31,650 square feet in Niles, IL is leased until October 2023.

Production facilities and office space of approximately 139,000 square feet in Lebanon, Tennessee is leased until December 31, 2035.

Five acres of land in Louisiana is leased through March 2022.

Twenty acres of land in Canada leased through December 2022.

Nine acres of land in the Kingdom of Saudi Arabia is leased through April 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.

Approximately fourteen acres of land in the U.A.E. is leased through August 2050.

 

40
42

On January 31, 2019, future minimum annual rental commitments under non-cancelable lease obligations were as follows:

(In thousands)

 

Operating Leases

 

Capital Leases

2019

 $2,516  $241 

2020

  2,193   240 

2021

  2,149   82 

2022

  2,110   21 

2023

  1,979    

Thereafter

  8,997    

Subtotal

  19,944   584 

Less Amount representing interest

     (48)

Future minimum lease payments

 $19,944  $536 

Rental expense for operating leases was $2.6 million and $2.9 million in 2018 and 2017, respectively.

 

Note 87 - Income taxes

 

Income/(loss) from continuing operations before income taxes (in thousands)

 

2018

 

2017

 

2021

 

2020

 

Domestic

 $(2,331) $(7,924) $(3,357) $(3,288)

Foreign

  3,952   (2,285)  11,684  (4,487)

Total

 $1,621  $(10,209) $8,327  $(7,775)

 

 

Components of income tax expense/(benefit) (in thousands)

 

2018

 

2017

Current

        

Federal

 $48  $ 

Foreign

  1,695   697 

State and other

  196   28 

Total current income tax expense (benefit)

  1,939   725 

Deferred

        

Federal

     (33)

Foreign

  211   (925)

State and other

      

Total deferred income tax benefit

  211   (958)

Total income tax expense/(benefit)

 $2,150  $(233)

The U.S. Tax Cuts and Jobs Act ("Tax Act") was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%, effective January 1, and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion anti-abuse tax, respectively. Since the Company is a fiscal taxpayer, the Company was subject to a blended federal rate of 33.83% as of January 31, 2018. In addition, in 2017 the Company was subject to the onetime transition tax on accumulated foreign subsidiary earnings not previously subject to U.S. income tax. The Company is subject to a current and deferred federal tax rate of 21% as of January 31, 2019.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of January 31, 2018, as permitted by SAB 118. The accounting for the tax effects of the Tax Act have been completed as of January 31, 2019, and the Company recorded a tax expense of less than $0.1 million related to the one-time transition tax.

Components of income tax expense/(benefit) (in thousands)

 

2021

  

2020

 

Current

        

Federal

 $1  $18 

Foreign

  2,317   413 

State and other

  144   105 

Total current income tax expense

  2,462   536 

Deferred

        

Federal

  0   0 

Foreign

  (197)  (669)

State and other

  0   0 

Total deferred income tax expense/(benefit)

  (197)  (669)

Total income tax expense/(benefit)

 $2,265  $(133)

 

One-time transition tax

The 2017 provisional estimate of the aggregate deferred foreign income inclusion of $23.2 million was adjusted to $22.2 million during 2018. At the time the provisional estimate was prepared, the Company expected to offset the inclusion with Net Operating Losses ("NOLs"). However, when preparing the tax return for the period the Company elected to claim foreign tax credits against the transition tax to preserve the NOLs. The net impact to the deferred balances was an increase in the NOL Deferred Tax Asset ("DTA") of $4.9 million and a decrease in the foreign tax credit DTA of $7.4 million. The changes in balances were offset by valuation allowances and did not impact tax expense. The transition tax of $7.5 million was mostly offset by the useRepatriation of foreign tax credit carryforwards, resulting in a net tax expense of less than $0.1 million. There was no tax impact on the related adjustments to the deferred balances due to the Company applying a valuation allowance against the net deferred balances. earnings

 

As a result of the onetime transition tax from the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”), the Company estimates that distributions from foreign subsidiaries will no longer be subject to incremental U.S. tax. Earningstax as they will either be remittances of previously taxed earnings and profits or eligible for a full dividends received deduction. Current and future earnings in the Company's subsidiaries in Canada and Denmark,Egypt are not permanently reinvested, and earnings in the India subsidiary are partially permanently reinvested. The earnings will beEarnings from these subsidiaries are subject to tax in their local jurisdiction, and the impact of the India dividend distribution tax and Canadian withholding taxes will bein these jurisdictions are considered. As such, the CompanyThe Company's liability has accrued a liabilityremained consistent at $0.2 million as of $0.4 million in 2018January 31, 2022 and 2021, respectively, related to these taxes.

 

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. The Company intends to permanently reinvest the undistributed earnings of theits Middle Eastern and Indian subsidiaries. The Middle Eastern and Indian subsidiaries have unremitted earnings of $26.3$22.7 million and $0.8 million, respectively, as of January 31, 2019, 2022, all of which has been subject to the transition tax in the U.S.United States. Unremitted earnings of $18.7$19.2 million in the United Arab Emirates would not be subject to withholding tax in the event of a distribution, $7.5and $3.5 million of unremitted earnings in Saudi Arabia would be subject to withholding tax of $1.5 million, and the $4.6 million of earnings permanently reinvested in India would be subject to dividend distribution tax of $0.9$0.2 million.

Deferred tax effects

As a result of the Tax Act, in 2017, the Company revalued deferred balances to a tax rate of 21% as of the date of enactment, which resulted in a tax expense of $2.2 million and tax benefit of $0.4 million related to a reduction in the federal benefit of state taxes. This tax expense was fully offset by a valuation allowance, therefore, there was no impact to the income statement. 

Global intangible low taxed income ("GILTI") 

Beginning for tax years starting after December 31, 2017, the Tax Act creates a new requirement that certain income (i.e., GILTI) earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. The Company has elected to account for the tax effects of these provisions in the period that is subject to such tax and the impact is reflected in the Company’s full year provision. However, the inclusion of $2.1 million during the period does not result in additional tax expense since the Company has NOL carryforwards and recorded a valuation allowance applied against the net domestic deferred tax assets.

liability related to any financial reporting basis over tax basis related to the investment in these foreign subsidiaries as it is not practical to estimate.

 

42
43

The difference between the provision for income taxes and the amount computed by applying the U.S. Federal statutory rate of 21% in 2018 and 33.83% in 2017 was as follows:

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Tax benefit at federal statutory rate

 $340  $(3,459)

Federal rate change

     2,243 

State benefit, net of federal income tax effect

  145   (440)

Excess income tax on share-based compensation

     (183)

Tax expense at federal statutory rate

 $1,749  $(1,633)

State expense, net of federal income tax effect

 148  (97)

Deferred compensation adjustment

 456  (5)

Domestic valuation allowance

  (2,612)  (1,206) (636) 1,807 
Domestic return to provision related to the 2017 transition tax  2,617    

Domestic return to provision

 (6) (485)

Global Intangible Low Tax Income Inclusion

  438     742  0 

Nontaxable Paycheck Protection Program Loan Forgiveness Proceeds

 0 (662)

Permanent differences other

  126   162  56  282 

Valuation allowance for state NOLs

  76   297  (29) 183 

Differences in foreign tax rate

  334   732  (430) 527 

Tax effects of Canadian acquisition amalgamation

     (364)

Foreign rate change

 (31) 18 

Deferred tax on unremitted earnings

  413   1,880  (55) (176)
Foreign withholding taxes  252   245  178  209 

All other, net expense

  21   (140)  123  (101)

Total income tax expense/(benefit)

 $2,150  $(233) $2,265  $(133)

 

The Company's worldwide effective tax rates ("ETR") were 132.7%27.2% and 2.3%1.7% in 20182021 and 2017,2020, respectively. The change in the ETR from the prior year to the current year is largely due to the fact that the Company is in a positive operating income position in certain taxable jurisdictions. Additional factors include the tax benefit of a Canadian business combination which was realized in 2017, and theCompany’s valuation allowance against theits domestic deferred tax asset. Due to this, even relatively smallasset and changes to ordinarythe mix of income will have a large impact to the ETR. The income tax expense in 2018 is $2.2 million, compared to income tax benefit of $0.2 million in 2017. The Company accrues taxes in various countries where they are generating income while applying a valuation allowance in the U.S. which attributes to the unusually large ETR.jurisdictions.

 

Components of deferred income tax assets (in thousands)

 

2018

 

2017

 

2021

 

2020

 

U.S. Federal NOL carryforward

 $7,480  $1,795  $8,424  $8,626 

Deferred compensation

  382   341  350  508 

Research tax credit

  2,703   2,703  2,573  2,686 

Foreign NOL carryforward

  390   332  448  543 

Foreign tax credit

  2,305   9,749  2,580  2,580 

Stock compensation

  459   506  62  442 

Other accruals not yet deducted

  349   270  276  245 

State NOL carryforward

  2,552   2,157  2,730  2,678 

Accrued commissions and incentives

  643   423  483  362 

Inventory valuation allowance

  112   96  116  106 

Lease liability

 418 541 

Accrued pension

 0 18 

Other

  159   81   17  95 

Deferred tax assets, gross

  17,534   18,453  18,477  19,430 

Valuation allowance

  (16,199)  (17,198)  (16,905) (17,746)

Total deferred tax assets, net of valuation allowances

 $1,335  $1,255  $1,572  $1,684 
         

Components of the deferred income tax liability

              

Depreciation

 $(1,734) $(1,941) $(643) $(981)

Foreign subsidiaries unremitted earnings

  (498)  (101) (231) (289)

Prepaid

  (80)  (64) (54) (21)

Accrued pension

 (159) 0 

Right of use asset

  (386) (484)

Total deferred tax liabilities

 $(2,312) $(2,106) $(1,473) $(1,775)
          

Deferred tax liability, net

 $(977) $(851)

Deferred tax asset/(liability), net

 $99  $(91)
         

Balance sheet classification

              

Long-term assets

 $458  $391  $811  $823 

Long-term liability

  (1,435)  (1,242)  (712) (914)

Total deferred tax liabilities, net of valuation allowances

 $(977) $(851)

Total deferred tax assets/(liabilities), net of valuation allowances

 $99  $(91)

 

43
44

The Company has a gross U.S. Federal operating loss carryforward of $35.6$40.1 million. Of this amount, $33.8 million that will begin to expire inbetween tax years 2030 and 2037 and the year ending January 31, 2031.remainder has an indefinite carryforward.

 

The DTAdeferred tax asset ("DTA") for state NOLnet operating loss ("NOL") carryforwards of $2.6$2.7 million relates to amounts that expire at various times from 2022 to 2031.2032.

 

The Company has a DTA foreign NOL carryforward of $0.4 million for its subsidiary in Saudi Arabia. The NOL in Saudi Arabia that can be carried forward indefinitely and does not have a valuation allowance recorded against it. The NOL in India was fully utilized in 2021. The ultimate realization of this tax benefit is dependent upon the generation of sufficientenough operating income in the foreign tax jurisdictions. 

 

The Company periodically reviews the adequacy of its valuation allowance in all of the tax jurisdictions in which it operates, evaluates future sources of taxable income and tax planning strategies and may make further adjustments based on management's outlook for continued profits in each jurisdiction. 

 

ForManagement assesses the year ending available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the domestic cumulative loss incurred leading up to the period ended January 31, 2019,2013. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On the basis of this evaluation, as of December 31, 2013, a full valuation allowance was recorded against the domestic deferred tax assets as the Company has determined that there is they are not a greater more likely than 50% likelihood that allnot to be realized based upon the available evidence. As of January 31, 2022, the Company has not released the valuation allowance as the objective negative evidence in the form of cumulative losses continues to exist. The amount of the domestic DTAs willdeferred tax assets considered realizable, however, could be realized based onincreased if objective negative evidence in the available evidence. The Company recorded a full valuation allowance against the remaining domestic net DTAs on January 31, 2013 netform of uncertain tax positions ("UTP"). The Company continues to have a valuation allowance on its domestic DTAs since domesticcumulative losses continue to be generated. is no longer present.

 

The Company has a deferred tax asset of $2.3$2.6 million for U.S. foreign tax credits after considering the impact of the repatriated foreign earnings and the one-timeone-time transition tax. The foreign tax credit deferred tax asset is fully offset with a valuation allowance. The excess foreign tax credits are subject to a ten-yearten-year carryforward and will begin to expire in on January 31,2026.

 

The following table summarizes UTPuncertain tax position ("UTP") activity, excluding the related accrual for interest and penalties:

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Balance at beginning of the year

 $1,301  $1,331  $1,591  $1,545 

Increases in positions taken in a prior period

  9   6  (4) 2 

Increases in positions taken in a current period

  147   5  66  65 

Decreases due to lapse of statute of limitations

  (10)  (34) (8) (21)

Decreases due to settlements

     (7)  (34) 0 

Balance at end of the year

 $1,447  $1,301  $1,611  $1,591 

 

Included in the total UTP liability were estimated accrued interest and penaltypenalties of less than $0.1$0.2 million in both January 31, 20192022 and January 31, 2018.2021, respectively. These non-current income tax liabilities are recorded in other long-term liabilities in the consolidated balance sheet and recognized as an expense during the period. The Company's policy is to include interest and penalties in income tax expense. On January 31, 2019,2022, the Company did not anticipate any significant adjustments to its unrecognized tax benefits within the next twelve months. Included in the balance on January 31, 2018 2022 were amounts offset by deferred taxes (i.e., temporary differences) or amounts that could be offset by refunds in other taxing jurisdictions (i.e., corollary adjustments). Upon reversal, $.3$0.6 million of the amount accrued on January 31, 20192022 would impact the future ETR.

 

The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Internal Revenue Service, ("IRS"), began an audit of the fiscal year ended January 31, 2015 in August 2016. In 2017, the tax audit concluded with no change made to the reported tax. Tax years related to January 31, 2015, 20162019, 2020 and 20172021 are open for federal and state tax purposes. In addition, federal and state tax years January 31, 2002 2003 through January 31, 2009 are subject to adjustment on audit, up to the amount of research tax credit generated in those years. Any NOL carryover can still be adjusted by the IRSInternal Revenue Service in future year audits.

 

The Company's management periodically estimates the probable tax obligations of the Company using historical experience in tax jurisdictions and informed judgments. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to or further interpretations of regulations. If such changes take place, there is a risk that the tax rate may increase or decrease in any period. Tax accruals for tax liabilities related to potential changes in judgments and estimates for federal, foreign and state tax issues are included in other long-term liabilities on the consolidated balance sheet.

44
45

 

Note 98 - Retirement plans

 

Pension plan

The defined benefit plan that covered the hourly rate employees of a non-operating filtration business unit, previously located in Winchester, Virginia, was frozen on June 30,2013 per the third Amendment to the Plan dated May 15, 2013. The accrued benefit of each participant was frozen as of the freeze date, and no further benefits shall accrue with respect to any service or hours of service after the freeze date. The benefits are based on fixed amounts multiplied by years of service of participants. The Company engages outside actuaries to calculate its obligations and costs. The funding policy is to contribute such amounts as are necessary to provide for benefits attributed to service to date. The amounts contributed to the plan are sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974.

 

Asset allocation

The plans hold pension plan holds no securities of Perma-Pipe International Holdings, Inc.; 100% of the assets are held for benefits under the plan. The fair value of the major categories of the pension plans'plan's investments are presented below. The FASB has established a fair value hierarchy that distinguishes between (1)(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2)(2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1)1) and the lowest priority to unobservable inputs (Level 3)3). The three levels of the fair value hierarchy are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

 

Level 1 market value of plan assets

              

Equity securities

 $2,991  $3,819  $4,119 $4,112 

U.S. bond market

  2,065   1,843  1,544 1,716 

Real estate securities

  368   199   322 198 

Subtotal

  5,424   5,861  5,985  6,026 

Level 2 significant other observable inputs

              

Money market fund

 $121  $171  $321 $139 

Subtotal

  121   171  321  139 

Investments measured at net asset value*

 $634  $668  $829 $851 

Total

 $6,179  $6,700  $7,135  $7,016 

 

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the reconciliation of benefit obligations, plan assets and funded status of plan.

 

45
46

On January 31, 2019,2022, plan assets were held 63%69% in equity, 35%26% in debt and 2%5% in other. The investment policy is to invest all funds not needed to pay benefits and investment expenses for the year, with target asset allocations of approximately 60% equities, 30% fixed income and 10% alternative investments, diversified across a variety of sub-asset classes and investment styles, following a flexible asset allocation approach that will allow the plan to participate in market opportunities as they become available. The expected long-term rate of return on assets is based on historical long-term rates of equity and fixed income investments and the asset mix objective of the funds.

 

Investment market conditions in 20182021 resulted in $0.2$0.1 million actual loss on plan assets, computed as the actual return as presented below less the expected return, which decreasedincreased the fair value of plan assets at year end. The Company did not changekept its 8% expected return on plan assets used in determining cost and benefit obligations which isconsistent at 7.5%, based on long-term market expectations that were relatively unchanged from the return that the Company has assumed during every profitable and unprofitable investment year since 1991.prior year. The plan's investments are intended to earn long-term returns to fund long-term obligations, and investment portfolios with asset allocations similar to those of the plan's investment policy have attained such returns over several decades. FutureThe Company does not expect to make any future contributions that may be necessary to maintain funding requirements are not expected to materially affect the Company's liquidity.requirements.

 

Reconciliation of benefit obligations, plan assets and funded status of plan (in thousands)

 

2018

 

2017

 

2021

 

2020

 

Accumulated benefit obligations

              

Vested benefits

 $6,258  $6,658  $6,448  $7,090 

Accumulated benefits

 $6,258  $6,658  $6,448  $7,090 
         

Change in benefit obligation

              

Benefit obligation - beginning of year

 $6,658  $6,500  $7,090  $6,959 

Interest cost

  240   253  173  190 

Actuarial (gain)/loss

  (303)  249 

Actuarial loss

 (511) 256 

Benefits paid

  (337)  (344)  (304) (315)

Benefit obligation - end of year

 $6,258  $6,658  $6,448  $7,090 
         

Change in plan assets

              

Fair value of plan assets - beginning of year

 $6,700  $6,228  $7,016  $6,550 

Actual (loss)/gain on plan assets

  (184)  816 

Actual gain on plan assets

 423  781 

Benefits paid

  (337)  (344)  (304) (315)

Fair value of plan assets - end of year

 $6,179  $6,700  $7,135  $7,016 
         

Unfunded status

 $(80) $42 

Over-funded/(unfunded) status

 $688  $(74)
         

Balance sheet classification

              

Prepaid expenses and other current assets

 $343  $349  $322  $332 

Other assets

  1,568   1,350  2,050  1,828 

Deferred compensation liabilities

  (1,991)  (1,657)  (1,684) (2,234)

Net amount recognized

 $(80) $42  $688  $(74)
         

Amounts recognized in accumulated other comprehensive loss

              

Unrecognized actuarial loss

 $1,648  $1,307  $1,362  $1,902 

Net amount recognized

 $1,648  $1,307  $1,362  $1,902 

 

Weighted-average assumptions used to determine net cost and benefit obligations

 

2018

 

2017

 

2021

 

2020

 

End of year benefit obligation discount rate

  3.90%  3.70% 3.00% 2.50%

Service cost discount rate

  3.70%  4.00%

End of year net periodic benefit cost discount rate

 2.50% 2.80%

Expected return on plan assets

  8.00%  8.00% 7.50% 7.50%

 

The discount rate was based on a Citigroupthe FTSE pension discount curve of high quality fixed income investments with cash flows matching the plans'plan's expected benefit payments.payments, consistent with prior years. The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of historical and expected returns based on the strategic asset allocation approved by the Board of Directors and the underlying return fundamentals of each asset class. The Company's historical experience with the pension fund asset performance is also considered.

 

46
47

Components of net periodic benefit cost (in thousands)

 

2018

 

2017

Interest cost

 $240  $253 

Expected return on plan assets

  (522)  (484)

Recognized actuarial loss

  64   82 

Net periodic benefit income

 $(218) $(149)
         

Amounts recognized in other comprehensive income (in thousands)

        

Actuarial gain/(loss) on obligation

 $303  $(249)

Actual (loss)/gain on plan assets

  (644)  414 

Total in other comprehensive income

 $(341) $165 
 

Components of net periodic benefit cost (in thousands)

 

2021

  

2020

 

Interest cost

 $173  $190 

Expected return on plan assets

  (514)  (479)

Recognized actuarial loss

  119   139 

Net periodic benefit income

 $(222) $(150)
         

Amounts recognized in other comprehensive income (in thousands)

      

Actuarial gain/(loss) on obligation

 $511  $(256)

Actual gain/(loss) on plan assets

 $(90) $302 

Amounts recognized in current year

  119   139 

Total in other comprehensive income

 $540  $185 

 

Other comprehensive income is also affected by the tax effect of the valuation allowance recorded on the domestic deferred tax assets. During the year ended January 31, 2022, there was an actuarial gain of $0.4 million. This actuarial gain is comprised of an asset loss of $0.1 million and liability gain of $0.5 million. The liability gain is the combination of: (i) a gain due to a 50 basis point increase in the discount rate, (ii) a loss resulting from an update to the mortality improvement assumption and (iii) other demographic gains. During the year ended January 31, 2021, there was an actuarial gain of less than $0.1 million. This actuarial gain was comprised of an asset gain of $0.3 million and liability loss of $0.3 million. The liability loss is the combination of: (i) a loss due to a 30 basis point decrease in the discount rate, (ii) a gain resulting from an update to the mortality improvement assumption and (iii) other demographic losses.

 

Cash flows (in thousands)

     

Expected employer contributions for the fiscal year ending January 31, 2020

  $ 

Expected employee contributions for the fiscal year ending January 31, 2020

    

Estimated future plan benefit payments reflecting expected future service for the fiscal year(s) ending January 31,:

     

2020

  $344 

2021

   338 

2022

   344 

2023

   344 

2024

   338 
2025 - 2029   1708 
Cash flows (in thousands)     

Expected employer contributions for the fiscal year ending January 31, 2023

  $0 

Expected employee contributions for the fiscal year ending January 31, 2023

   0 
Estimated future plan benefit payments reflecting expected future service for the fiscal year(s) ending January 31,:     

2023

  $321 

2024

   316 

2025

   319 

2026

   322 

2027

   330 
2028 - 2032   1,610 

 

401(k)401(k) plan

 

The domestic employees of the Company participate in the PPIH 401(k)401(k) Employee Savings Plan, which is applicable to all employees except employees covered by collective bargaining agreement benefits. The plan allows employee pretax payroll contributions from 1% to 16% of total compensation. The Company matches 100% of each participant's payroll deferral contributions up to 1% of their compensation, plus 50% of each participant's payroll deferral contributions on the next 5% of compensation.

 

Contributions to the 401(k)401(k) plan were $0.3 million each in the years ended January 31, 2019 2022 and 2018.2021.

 

Multi-employer plans

 

The Company contributes to a multi-employer plan for certain collective bargaining U.S. employees. The risks of participating in this multi-employer plan are different from a single employer plan in the following aspects:

 

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.

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.

 

47
48

The Company has assessed and determined that the multi-employer plans to which it contributes are not significant to the Company's consolidated financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contribution over the remainder of the contract period. The Company made contributions to the bargaining unit supported multi-employer pension plans (in thousands):

 

     

Funded

         

Collective

             
     

Zone

 

FIP/RP Status

 

2018

 

2017

 

Surcharge

 

Bargaining

      

FIP/RP Status

 

2021

 

2020

 

Surcharge

 

Plan Name

 

EIN

 

Plan #

 

Status

 

Pending/Implemented

 

Contribution

 

Contribution

 

 Imposed

 

 Expiration Date

 

EIN

 

Plan #

 

Funded Zone Status

Pending/Implemented

 

Contribution

 

Contribution

 

Imposed

Collective Bargaining Expiration Date

Plumbers & Pipefitters Local 572 Pension Fund

 

626102837

 

001

 

Green

 

No

 

$188

 

$209

 

No

 

3/31/2022

 626102837 001 

Green

No

 $172 $206 

No

3/31/2025

 

 

Note 109 - Stock-based compensation

 

At January 31, 2019, the Company had one incentive stock plan under which new equity incentive awards may be granted: 

The Company’s 2017 Omnibus Stock Incentive Plan as Amended dated June 13, 2017, as amended, which the Company's stockholders approved in June 2017 ("("2017 Plan"), expired in June 2020. 

 

The Company has prior incentive plans under which previously granted awards remain outstanding, including the 2017 Plan, but under which no new awards may be granted. At January 31, 2019,2022, the Company had reserved a total of 834,182421,255 shares for grants and issuances under these incentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards, and shares for new grants or issuances pursuant to the 2017 Plan.awards.

 

While the 2017 Plan providesprovided for the grant of deferred shares, non-qualified stock options, incentive stock options, restricted shares, restricted stock units, and performance-based restricted stock units intended to qualify under section 422 of the Internal Revenue Code, to date the Company has issued only restricted shares and restricted stock units under the 2017 Plan. The 2017 Plan authorized awards to officers, employees, consultants, and currently intends to continue this practice. independent directors.

The 2017Company's 2021 Omnibus Stock Incentive Plan dated May 26, 2021 was approved by the Company's stockholders in May 2021 ("2021 Plan"). The 2021 Plan will expire in May 2024. The 2021 Plan authorizes awards to officers, employees, consultants and independent directors. Grants were made to the Company's employees, officers and independent directors under the 2021 Plan, as described below.

 

Stock compensation expense

 

The Company has granted stock-based compensation awards to eligible employees, officers or independent directors. The Company recognized the following stock basedstock-based compensation expense:expense for the periods presented:

 

(In thousands)

 

2018

 

2017

 

2021

 

2020

Stock-based compensation expense

 $33  $94  $0  $3 

Restricted stock based compensation expense

  1,132   1,353   1,101  1,041 
Total stock-based compensation expense $1,165  $1,447  $1,101  $1,044 

 

48
49

Stock options

 

Options vest ratably over 4 years and are exercisable for up to ten years from the date of grant. To cover the exercise of vested options, the Company issues new shares from its authorized but unissued share pool. The Company calculates all stock compensation expense based on the grant date fair value of the option and recognizes expense on a straight-line basis over the four-year vesting period of the option.

The following summarizes the activity related to options outstanding under all plans for the years ended January 31, 2018 and 2019. The Company did not grant any stock options in 2017 during the years ended January 31, 2022 or 2018.

(Shares in thousands)

 

Options

  

Weighted

average

exercise

price

  

Weighted

average

remaining

contractual

term

  

Aggregate

intrinsic

value

 

Outstanding on January 31, 2017

  524  $11.55   4.5  $534 
                 

Exercised

  (35)  6.80       45 

Expired or forfeited

  (131)  18.54         

Outstanding on January 31, 2018

  358   9.44   4.0   482 
                 

Options exercisable on January 31, 2018

  327  $9.56   3.7   433 
                 

Exercised

  (77)  6.83       162 

Expired or forfeited

  (63)  16.2         

Outstanding on January 31, 2019

  218   8.6   3.8   257 
                 

Options exercisable on January 31, 2019

  207  $8.69   3.6  $239 


2021.The Company received $0.5 million and $0.2 million in 2018 and 2017, respectively, forfollowing tables summarizes the Company's stock options exercised. option activity:

 

 

Unvested options outstanding (shares in thousands)

 

Options

 

Weighted-

average

grant date

fair value

 

Aggregate

intrinsic

value

Outstanding on January 31, 2018

  31  $8.24  $50 

Granted

          

Vested

  (14)        
Expired or forfeited  (6)  8.12     

Outstanding on January 31, 2019

  11  $7.00  $19 

(Shares in thousands)

 

Options

  Weighted average exercise price  Weighted average remaining contractual term  Aggregate intrinsic value 

Outstanding on January 31, 2020

  132  $8.98   3.2  $160 
                 

Exercised

  0   0       0 

Expired or forfeited

  (25)  7.85         

Outstanding on January 31, 2021

  107   9.24   2.5   5 
                 

Options exercisable on January 31, 2021

  107  $9.24   2.5   5 
                 

Exercised

  (7)  0       0 

Expired or forfeited

  (33)  9.36         

Outstanding on January 31, 2022

  67   9.51   1.7   63 
                 

Options exercisable on January 31, 2022

  67  $9.51   1.7  $63 

 

The fair value ofSeven thousand stock options were exercised during the year ended January 31, 2022 and no stock options were vested was $0.1 million in both 2018 and 2017, respectively. Based on historical experienceduring the Company expects 94% of these options to vest.year ended January 31, 2021. 

 

There was 0 vesting, expiration or forfeiture of previously unvested stock options during the year ended January 31, 2022. As of January 31, 2019, 2022, there was less than $0.1 million ofwere 0 remaining unvested stock options outstanding, and therefore 0 unrecognized compensation costexpense related to unvested stock options granted under the plans. That cost is expected to be recognized over the weighted-average period of 1.2 years.options.

 

49
50

Deferred stock

 

As part of their compensation, each yearin previous years the Company will grantgranted deferred stock units to each non-employee director, equal to the result of dividing the award amount by the fair market value of the common stock on the date of grant. The stock vests on the date of grant,grant; however, it is only distributed to the directors only upon their separation from service. In June 2018 2019, the Company granted 21,45023,104 deferred stock units from the 2017 Plan, and as of January 31, 20192022, there were approximately 101,94597,799 deferred stock units outstanding included in the restricted stock activity shown below. 

 

As a result of certain events that occurred during second quarter of fiscal 2018, including a settlement of a stock-based award previously granted to a retiring member of the Company's Board of Directors, the Company changed its method of accounting for deferred stock compensation arrangements granted to the Company's directors from liability accounting treatment to equity accounting treatment and, as such, reclassified $0.7 million from a liability to additional paid in capital.

(In thousands)

 

2018

 

2017

Deferred compensation liabilities

 $-  $815 

Restricted stock

 

The Company has granted restricted stock to executive officers, independent directors, and employees. The restricted stock vest ratably over threeone to four years. The Company calculates restricted stock compensation expense based on the grant date fair value and recognizes expense on a straight-line basis over the vesting period. The following table summarizes restricted stock activity for the years ended January 31, 2018 2022 and 2019,2021, respectively:

 

(Shares in thousands)

 

Restricted shares

 

Weighted average price

 

Aggregate intrinsic value

 

Restricted shares

 

Weighted average price

 

Aggregate intrinsic value

Outstanding on January 31, 2017

  290  $8.75  $2,533 

Outstanding on January 31, 2020

 321  $9.03  $2,902 

Granted

  178   8.06      156  5.88    

Issued

  (101)         (64)      

Forfeited

  (7)  7.15       (41) 8.31    

Outstanding on January 31, 2018

  360  $9.05  $3,254 
            

Outstanding on January 31, 2021

 372  $7.62  $2,843 

Granted

  148   9.76      138  7.14    

Issued

  (94)         (113)      

Forfeited

  (131)  7.92       (43) 7.47    

Outstanding on January 31, 2019

  283  $8.74  $2,476 

Outstanding on January 31, 2022

 354  $7.48  $2,652 

 

The fair value of restricted stock vested was $1.1$1.1 million and $1.0$0.5 million in 20182021 and 2017,2020, respectively. As of January 31, 20192022, there was $1.2$1.1 million of unrecognized compensation cost related to unvested restricted stock granted under the plans. That cost is expected to be recognized over the weighted-average period of 2.21.8 years.

 

Note 10 - Interest expense, net

(In thousands)

 

2021

  

2020

 

Interest expense

 $918  $649 

Interest income

  (90)  (268)

Interest expense, net

 $828  $381 

51

Note 11 - Stock rightsTreasury stock

 

On September 15, 2009, the Company entered into the Amendment ("Amendment") to Rights Agreement dated as of September 15, 1999. Among other things, the Amendment extends the term of the Rights Agreement until September 15, 2019 and amends definitions to include positions in derivative instruments related to the Company's common stock as constituting beneficial ownership of such stock.

On September 15, 1999, October 4, 2021, the Company's Board of Directors declaredapproved a dividend of one common stock purchase right (a "Right") for each share of PPIH's common stock outstanding at the close of business on September 22, 1999. The stock issued after September 22, 1999 and before the redemption or expiration of the Rights is also entitled to one Right for each such additional share. Each Right entitles the registered holders, under certain circumstances, to purchase fromrepurchase program, which authorizes the Company one shareto use up to $3.0 million for the purchase of PPIH's common stock at $25, subject to adjustment. At no time will the Rights have any voting power.

The Rights may not be exercised until 10 days after a person or group acquires 15% or more of the Company's common stock, or announces a tender offer that, if consummated, would result in 15% or more ownership of the Company's common stock. Separate Rights certificates will notStock repurchases are permitted to be issued,executed through open market or privately negotiated transactions over the course of 12 months, depending upon current market conditions and the Rights will not be traded separately from the stock until then. Should an acquirer become the beneficial owner of 15% or more of the Company's common stock, Rights holders other than the acquirer would have the right to buy common stock in PPIH, or in the surviving enterprise if PPIH is acquired, having a value of two times the exercise price then in effect. Also, the PPIH Board of Directors may exchange the Rights (other than those of the acquirer, which will have become void), in whole or in part, at an exchange ratio of one share of PPIH common stock (and/or other securities, cash or other assets having equal value) per Right subject to adjustment. The Rights described in this paragraph and the preceding paragraph shall not apply to an acquisition, merger or consolidation approved by the Company's Board of Directors.factors. 

 

The Rights will expire on September 15, 2019, unless exchanged or redeemed priorfollowing table sets forth information with respect to that date. The redemption price is $0.01 per Right. PPIH's Boardrepurchases by the Company of Directors may redeem the Rights by a majority vote at any time prior to the 20th day following public announcement that a person or group has acquired 15%its shares of PPIH common stock. Under certain circumstances, the decision to redeem requires the concurrence of a majority of the independent directors.stock during 2021:

 

Period

 

Total number of shares purchased

  

Average price paid per share

  

Total number of shares purchased as part of publicly announced plans or programs

  

Approximate dollar value of shares that may yet be purchased under the plans or programs

 

October 1, 2021 - October 31, 2021

  58,528  $8.45   58,528  $2,505,216 

November 1, 2021 - November 30, 2021

  21,350   8.55   21,350   2,322,674 

December 1, 2021 - December 31, 2021

  56,447   7.99   56,447   1,871,840 

January 1, 2022 - January 31, 2022

  97,956   8.81   97,956   1,008,444 

Total

  234,281       234,281     

Note 12 - Interest expense, net

 

(In thousands)

 

2018

 

2017

Interest expense

 $1,286  $808 

Interest income

  (164)  (111)

Interest expense, net

 $1,122  $697 

Schedule II

Perma-Pipe International Holdings, Inc. and Subsidiaries

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended January 31, 2019 2022 and 20182021

 

(In thousands)

 Balance at beginning of period Charges to expenses Write-offs (1) Other charges/ (reversals) (2) Balance at end of period Balance at beginning of period Charges to expenses Write-offs (1) Other charges (2) Balance at end of period 

Year Ended January 31, 2019

                    

Year Ended January 31, 2022

 

Valuation allowance for deferred tax assets

 $17,746 $(717) $0 $(124) $16,905 

Allowance for possible losses in collection of trade receivables

 $469  $140  $(272) $199  $536   474   32   0   (20)  486 
                     

Year Ended January 31, 2018

                    

Year Ended January 31, 2021

 

Valuation allowance for deferred tax assets

 $15,937 $1,854 $0 $(45) $17,746 

Allowance for possible losses in collection of trade receivables

 $305  $247  $(135) $52  $469   407   72   (7)  2   474 

 

(1)(1) Uncollectible accounts charged off.

 

(2)(2) PrimarilyTrade receivable allowances primarily related to recoveries from accounts previously charged off and currency translation. Deferred tax asset valuation allowance primarily related to amounts charged to other comprehensive income.

 

52

 

EXHIBIT INDEX

EXHIBIT INDEX

The exhibits listed below are filed herewith except the exhibits described below as incorporated by reference. Exhibits not filed herewith are incorporated by reference to such exhibits filed by the Company under the location set forth under the caption "Description and Location" below. The Commission file number for the Company's Exchange Act filings referenced below is 0-18370.001-32530.

Exhibit No.

 

Description and Location

3(i)

3.1

Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.3 to Registration Statement No. 33-70298]

3(ii)

3.2

Certificate of Amendment to Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 20, 2017]

3(iii)

3.3

FourthFifth Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on February 22, 2018]May 6, 2019]

4(a)

4

Specimen Common Stock CertificateDescription of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 [Incorporated by reference to Exhibit 44(d) to Registration Statement No. 33-70794]

4(b)

Rights Agreement [Incorporated by reference to Exhibit 4.1 of the Company's [CurrentAnnual Report on Form 8-K10-K for the fiscal year ended January 31, 2020 filed on September 24, 1999]April 21, 2020]

4(c)

10.1

Amendment to Rights Agreement [Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on September 17, 2009]

10(a)

2001 Independent Directors Stock Option Plan, [Incorporated by reference to Exhibit (d)(5) to the Company's Schedule TO filed on May 25, 2001] *

10(b)

Form of Directors and Officers Indemnification Agreement [Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2006 filed on May 15, 2006] *

10(c)

10.2

MFRI 2004 Stock Incentive Plan [Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004] *

10(d)

10.3

2009 Non-Employee Directors Stock Option Plan [Incorporated by reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed on April 19, 2010]*

10(e)

10.4

2013 Omnibus Stock Incentive Plan as Amended June 14, 2013 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2013] *

10(f)

10.5

Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated September 24, 2014 [Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 9, 2014]

10(g)

First Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated February 5, 2015 [Incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed on April 16, 2015]

10(h)

Limited Waiver and Second Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated April 30, 2015 [Incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed on June 12, 2015]

10(i)

Consent and Third Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated January 29, 2016 [Incorporated by reference to Exhibit 10(n) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2016 filed on April 28, 2016]

10(j)

Fourth Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated February 29, 2016 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 2, 2016]

10(k)

Fifth Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated October 25, 2016 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 27, 2016]

10(l)

Sixth Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A. dated December 29, 2016 [Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 filed on April 14, 2017]

10(m)

Seventh Amendment to Credit and Security Agreement between the Company and BMO Harris Bank, N.A.dated December 14, 2017. [Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 filed on April 19, 2018]

10(n)

Limited Waiver and Eighth Amendment to Credit and Security Agreement between the Company and Bank of Montreal, as successor by assignment to BMO Harris Bank N.A., dated June 5, 2018 [Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q filed on June 12, 2018]

10(o)

Ninth Amendment to Credit and Security Agreement between the Company and Bank of Montreal, as successor by assignment to BMO Harris Bank N.A., dated August 1, 2018 [Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q filed on September 11, 2018]

10(p)

Asset Purchase Agreement dated as of January 29, 2016 by and among MFRI, Inc., TDC Filter Manufacturing Inc. and BHA Altair, LLC [Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 4, 2016]

10(q)

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]

EXHIBIT INDEX

10(r)

Executive 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(s)

10.6

Agreement with Bradley Mautner dated January 31, 2017 [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2017]*

10(t)

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]*

10(u)

2017 Omnibus Stock Incentive Plan as Amended June 13, 2017 [Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on September 19, 2017] *

10(v)10.7 Form of Restricted Stock Unit Agreement under the 2017 Omnibus Stock Incentive Plan as Amended June 13, 2017[Incorporated by reference to Exhibit 10(b) to the Company’sCompanys Quarterly Report on Form 10-Q filed on September 11, 2018]*
10(w)10.8 Revolving Credit and Security Agreement, dated September 20, 2018, by and among the Company, PNC Bank, National Association, and the other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2018]
10(x)10.9 Second Amendment and Waiver to Revolving Credit and Security Agreement, dated September 17, 2021, by and among the Company, PNC Bank, National Association, and other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 21, 2021]
10.10
10(y)
10.11
 
10.12
 10.13
10.14Perma-Pipe International Holdings, Inc. 2021 Omnibus Stock Incentive Plan [Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 16, 2021]*
10.15Real Estate Purchase and Sale Agreement with Escrow Instructions dated January 22, 2021, between the Company and Winkler [Incorporated by reference to to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on April 22, 2021]
10.16First Amendment to Real Estate Purchase and Sale Agreement with Escrow Instructions dated February 23, 2021, between the Company and Winkler [Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K8-K/A filed on October 1, 2018]*April 22, 2021]

14

10.17

Second Amendment to Real Estate Purchase and Sale Agreement with Escrow Instructions dated April 12, 2021, between the Company and Nash88 [Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K/A filed on April 22, 2021]

10.18Lease dated March 15, 2021, between the Company and Nash88 [Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K/A filed on April 22, 2021]
10.19Executive Employment Agreement, dated July 26, 2021, by and between the Company and Grant Dewbre [Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 31, 2021 filed on September 8, 2021]*
10.20Form of Restricted Stock and Performance Award Agreement under the 2021 Omnibus Stock Incentive Plan*
10.21Form of Non-Employee Director Restricted Stock Unit Agreement under the 2021 Omnibus Stock Incentive Plan*
10.22Form of Employee Restricted Stock Unit Agreement under the 2021 Omnibus Stock Incentive Plan*
14Code of Conduct [Incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004]

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

 

Inline XBRL Instance

101.SCH

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

Inline XBRL Taxonomy Extension Calculation

101.DEF

 

Inline XBRL Taxonomy Extension Definition

101.LAB

 

Inline XBRL Taxonomy Extension Labels

101.PRE

 

Inline XBRL Taxonomy Extension Presentation

104Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

*Management contracts and compensatory plans or agreements 

 

Item 16. FORM 10-K SUMMARY - None.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Perma-Pipe International Holdings, Inc.

Date:   April 16, 201919, 2022

/s/ David J. Mansfield

David J. Mansfield

Director, President and Chief Executive Officer

 (Principal Executive Officer) 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantregistrant and in the capacities and on the date indicated.

 

DAVID J. MANSFIELD

 

Director, President and Chief Executive Officer (Principal Executive Officer)

)

 

 

 

 

)

 

D. BRYAN NORWOOD*

 

Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

)

April 16, 2019

19, 2022

 

 

 

)

 

DAVID S. BARRIE*

 

Director and Chairman of the Board of Directors

 

 

 

 

 

 

 

DAVID B. BROWN*CYNTHIA BOITER* 

 

Director

)

 

 

 

 

 

 

JEROME T. WALKER*DAVID B. BROWN* 

 

Director

)

 

 

 

 

 

 

CYNTHIA BOITER*ROBERT MCNALLY*

 

Director

)

 

JEROME T. WALKER*Director

 

 

*By:

/s/ David J. Mansfield

Individually and as Attorney in Fact

David J. Mansfield

 

 

 

 

*By:

/s/ David J. Mansfield

Individually and as Attorney in Fact

David J. Mansfield

 

55