Annual Statements Open main menu

Perma-Pipe International Holdings, Inc. - Quarter Report: 2022 July (Form 10-Q)

ppih20220610_10q.htm
 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended July 31, 2022

 

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

 

For the transition period from ________ to ________

 

Commission File No. 001-32530

 

Perma-Pipe International Holdings, Inc.

(Exact name of registrant as specified in its charter)

permapipelogo10q.jpg
 

Delaware

36-3922969

(State or other jurisdiction of incorporation or organization)

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

 

 

24900 Pitkin Road, Suite 309, Spring, Texas

77386

(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per sharePPIHThe Nasdaq Stock Market LLC

 

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 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

On September 2, 2022, there were 8,003,402 shares of the registrant's common stock outstanding.

 

 

 

 

Perma-Pipe International Holdings, Inc.

 

FORM 10-Q

 

For the fiscal quarter ended July 31, 2022

 

TABLE OF CONTENTS

 

Item

 

Page

 

 

 

Part I

Financial Information

 

 

 

 

1.

Financial Statements

 

 

Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended July 31, 2022 and 2021

2

 

Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) for the Three and Six Months Ended July 31, 2022 and 2021

3

 

Consolidated Balance Sheets as of July 31, 2022 (Unaudited) and January 31, 2022

4

 

Consolidated Statements of Stockholders' Equity (Unaudited) for the Three and Six Months Ended July 31, 2022 and 2021

5

 

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended July 31, 2022 and 2021

6

 

Notes to Consolidated Financial Statements (Unaudited)

7

 

 

 

2.

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

19

 

 

 

4.

Controls and Procedures

26

 

 

 

Part II

Other Information

 

     
2. Unregistered Sales of Equity Securities and Use of Proceeds 27

 

 

 

6.

Exhibits

27

 

 

 

Signatures

28

 

 

 

 

PART I FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share data)

 

  

Three Months Ended July 31,

  

Six Months Ended July 31,

 
  

2022

  

2021

  

2022

  

2021

 

Net sales

 $37,003  $39,804  $68,225  $64,227 

Cost of sales

  27,117   29,061   51,290   48,979 

Gross profit

  9,886   10,743   16,935   15,248 
                 

Operating expenses

                

General and administrative expenses

  5,246   5,602   10,897   10,008 

Selling expenses

  1,315   1,053   2,554   2,094 

Total operating expenses

  6,561   6,655   13,451   12,102 
                 

Income from operations

  3,325   4,088   3,484   3,146 
                 

Interest expense, net

  500   268   867   446 

Other (expense)/income

  (64)  457   (14)  899 

Income from operations before income taxes

  2,761   4,277   2,603   3,599 
                 

Income tax expense

  893   861   1,620   1,026 
                 

Net income

 $1,868  $3,416  $983  $2,573 
                 

Weighted average common shares outstanding

                

Basic

  7,975   8,151   7,947   8,158 

Diluted

  8,186   8,321   8,062   8,290 
                 

Earnings per share

                

Basic

  0.23   0.42   0.12   0.32 

Diluted

  0.23   0.41   0.12   0.31 

 

See accompanying notes to consolidated financial statements.

Note: Per share calculations could be impacted by rounding.

 

 

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited)

(In thousands)

 

  

Three Months Ended July 31,

  

Six Months Ended July 31,

 
  

2022

  

2021

  

2022

  

2021

 

Net income

 $1,868  $3,416  $983  $2,573 
                 

Other comprehensive loss

                

Foreign currency translation adjustments, net of tax

  (455)  (150)  (1,387)  (110)

Other comprehensive loss

  (455)  (150)  (1,387)  (110)
                 

Comprehensive income/(loss)

 $1,413  $3,266  $(404) $2,463 

 

See accompanying notes to consolidated financial statements.

 

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

  

July 31, 2022

  

January 31, 2022

 
   (Unaudited)     

ASSETS

        

Current assets

        

Cash and cash equivalents

 $6,192  $8,214 

Restricted cash

  1,501   1,557 

Trade accounts receivable, less allowance for doubtful accounts of $500 at July 31, 2022 and $486 at January 31, 2022

  47,749   44,449 

Inventories, net

  16,348   13,760 

Prepaid expenses and other current assets

  5,801   5,444 

Unbilled accounts receivable

  8,023   2,656 

Costs and estimated earnings in excess of billings on uncompleted contracts

  5,946   2,309 

Total current assets

  91,560   78,389 

Long-term assets

        

Property, plant and equipment, net of accumulated depreciation

  24,385   24,756 

Operating lease right-of-use asset

  7,176   11,213 

Deferred tax assets

  797   811 

Goodwill

  2,328   2,342 

Other long-term assets

  4,336   5,890 

Total long-term assets

  39,022   45,012 

Total assets

 $130,582  $123,401 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities

        

Trade accounts payable

 $14,498  $13,618 

Accrued compensation and payroll taxes

  1,698   1,612 

Commissions and management incentives payable

  1,180   2,047 

Revolving line - North America

  8,632   634 

Current maturities of long-term debt

  9,421   6,750 

Customers' deposits

  3,671   3,072 

Outside commission liability

  2,425   1,255 

Operating lease liability short-term

  1,316   1,496 

Other accrued liabilities

  4,584   4,616 

Billings in excess of costs and estimated earnings on uncompleted contracts

  1,467   1,277 

Income taxes payable

  1,391   2,020 

Total current liabilities

  50,283   38,397 

Long-term liabilities

        

Long-term debt, less current maturities

  4,734   5,059 

Long-term finance obligation

  9,271   9,327 

Deferred compensation liabilities

  3,431   3,379 

Deferred tax liabilities

  907   712 

Operating lease liability long-term

  6,775   11,270 

Other long-term liabilities

  882   800 

Total long-term liabilities

 $26,000  $30,547 

Stockholders' equity

        

Common stock, $.01 par value, authorized 50,000 shares; 8,003 issued and outstanding at July 31, 2022 and 8,152 issued and outstanding at January 31, 2022

  80   82 

Additional paid-in capital

  62,055   61,766 

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

  -   (1,992)

Accumulated deficit

  (3,345)  (2,295)

Accumulated other comprehensive loss

  (4,491)  (3,104)

Total stockholders' equity

  54,299   54,457 

Total liabilities and stockholders' equity

 $130,582  $123,401 

 

 

See accompanying notes to consolidated financial statements.

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands, except share data)

 

  

Common Stock

  

Additional Paid-in Capital

  

Accumulated Deficit

  

Treasury Stock

  

Accumulated Other Comprehensive Loss

  

Total Stockholders' Equity

 

Total stockholders' equity at January 31, 2022

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

Net loss

  -   -   (885)  -   -   (885)

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

  -   16   -   -   -   16 

Stock-based compensation expense

  -   236   -   -   -   236 

Foreign currency translation adjustment

  -   -   -   -   (932)  (932)

Total stockholders' equity at April 30, 2022

 $82  $62,018  $(3,180) $(1,992) $(4,036) $52,892 
                         

Net income

  -   -   1,868   -   -   1,868 

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

  -   (247)  -   -   -   (247)

Repurchase of common stock

  -   -   -   (43)  -   (43)

Retirement of treasury stock

  (2)  -   (2,033)  2,035   -   - 

Stock-based compensation expense

  -   284   -   -   -   284 

Foreign currency translation adjustment

  -   -   -   -   (455)  (455)

Total stockholders' equity at July 31, 2022

 $80  $62,055  $(3,345) $-  $(4,491) $54,299 

 

  

Common Stock

  

Additional Paid-in Capital

  

Accumulated Deficit

  

Treasury Stock

  

Accumulated Other Comprehensive Loss

  

Total Stockholders' Equity

 

Total stockholders' equity at January 31, 2021

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

Net loss

  -   -   (843)  -   -   (843)

Stock-based compensation expense

  -   272   -   -   -   272 

Foreign currency translation adjustment

  -   -   -   -   40   40 

Total stockholders' equity at April 30, 2021

 $82  $61,147  $(9,200) $-  $(3,247) $48,782 
                         

Net income

  -   -   3,416   -   -   3,416 

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

  (1)  (254)  -   -   -   (255)

Stock-based compensation expense

  -   276   -   -   -   276 

Foreign currency translation adjustment

  -   -   -   -   (150)  (150)

Total stockholders' equity at July 31, 2021

 $81  $61,169  $(5,784) $-  $(3,397) $52,069 

 

Shares

 

2022

  

2021

 

Balances at beginning of year

  8,151,754   8,164,989 

Treasury stock purchased

  (4,887)  (234,281)

Shares issued, net of shares used for tax withholding

  90,816   221,046 

Prior period adjustments

  (234,281)  - 

Balances at period end

  8,003,402   8,151,754 

 

See accompanying notes to consolidated financial statements.

 

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

(In thousands)

 

Six Months Ended July 31,

 
   

2022

   

2021

 

Operating activities

               

Net income

  $ 983     $ 2,573  

Adjustments to reconcile net income to net cash flows used in operating activities

               

Depreciation and amortization

    1,926       2,261  

Deferred tax expense

    236       73  

Stock-based compensation expense

    520       548  

Provision on uncollectible accounts

    14       45  

Loss on disposal of fixed assets

    16       21  

Changes in operating assets and liabilities

               

Accounts receivable

    (5,860 )     (19,273 )

Inventories, net

    (2,756 )     (2,421 )

Costs and estimated earnings in excess of billings on uncompleted contracts

    (3,446 )     3,313  

Accounts payable

    850       6,372  

Accrued compensation and payroll taxes

    (716 )     1,422  

Customers' deposits

    1,380       692  

Income taxes receivable and payable

    (545 )     388  

Prepaid expenses and other current assets

    (403 )     (1,007 )

Unbilled accounts receivable

    (5,622 )     (2,209 )

Other assets and liabilities

    2,251       1,977  

Net cash used in operating activities

    (11,172 )     (5,225 )

Investing activities

               

Capital expenditures

    (2,030 )     (912 )

Proceeds from sales of property and equipment

    69       12  

Net cash used in investing activities

    (1,961 )     (900 )

Financing activities

               

Proceeds from revolving lines

    42,813       2,317  

Payments of debt on revolving lines

    (31,482 )     (5,942 )

Payments of debt on mortgage

    -       (892 )

Proceeds from finance obligation, net of issuance costs

    -       9,538  

Payments of principal on finance obligation

    (44 )     (91 )

Payments of other debt

    (146 )     (130 )

Increase/(decrease) in drafts payable

    29       (1 )

Payments on finance lease obligations, net

    (178 )     (203 )

Repurchase of common stock

    (43 )     -  

Stock options exercised and taxes paid related to restricted shares vested

    (230 )     (255 )

Net cash provided by financing activities

    10,719       4,341  

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

    336       135  

Net decrease in cash, cash equivalents and restricted cash

    (2,078 )     (1,649 )

Cash, cash equivalents and restricted cash - beginning of period

    9,771       8,375  

Cash, cash equivalents and restricted cash - end of period

  $ 7,693     $ 6,726  

Supplemental cash flow information

               

Interest paid

  $ 808     $ 400  

Income taxes paid

    1,970       446  

Fixed assets acquired under capital leases - non-cash

    -       201  

 

See accompanying notes to consolidated financial statements.

 

 

PERMA-PIPE INTERNATIONAL HOLDINGS, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

July 31, 2022

(Tabular amounts presented in thousands, except per share amounts)

 

 

Note 1 - Basis of presentation

 

The interim consolidated financial statements of Perma-Pipe International Holdings, Inc., and subsidiaries (collectively, "PPIH", "Company", or "Registrant") are unaudited, but include all adjustments that the Company's management considers necessary to present fairly the financial position and results of operations for the periods presented. These adjustments consist of normal recurring adjustments. Information and footnote disclosures have been omitted pursuant to Securities and Exchange Commission ("SEC") rules and regulations. The consolidated balance sheet as of  January 31, 2022 is derived from the audited consolidated balance sheet as of that date. The results of operations for any interim period are not necessarily indicative of future or annual results. Interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K. The Company's fiscal year ends on January 31. Years and balances described as 2022 and 2021 are for the fiscal years ended January 31, 2023 and 2022, respectively.

 

Significant New Accounting Policies

 

Refer to the Company's Annual Report on Form 10-K for the year ended January 31, 2022 as filed with the SEC on April 19, 2022 for discussion of the Company's significant accounting policies. During the six months ended July 31, 2022, the following accounting policies were adopted. 

 

Treasury Stock

 

In accordance with Accounting Standards Codification ("ASC") Topic 505, "Equity", the Company has accounted for the share repurchases under the cost method. This resulted in recognizing the shares as treasury stock, a reduction of stockholders' equity on the Company's consolidated balance sheets and on the Company's consolidated statements of stockholders' equity. These amounts included costs associated with the acquisition of the shares. On  July 26, 2022, the Company retired all treasury stock previously repurchased under this stock repurchase program. The retirement was recorded as a reduction to common stock based on the par value of the shares, and the excess over par value was recorded as an increase to accumulated deficit in accordance with ASC 505-30, Equity -Treasury Stock.

 

Reclassifications 

 

Certain reclassifications have been made to prior period financial statements to conform to current period presentation. 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.

 

 

Subsequent Events

 

The Company has evaluated subsequent events through September 7, 2022, the date the financial statements were issued. No material subsequent events occurred during this time that would require recognition or disclosure in these financial statements.

 

 

Note 2 - Business segment reporting

 

The Company is engaged in the manufacture and sale of products in one segment: Piping Systems. 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 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.

 

Note 3 - Accounts receivable

 

The majority of the Company's accounts receivable are due from geographically dispersed contractors and manufacturing companies. Credit is extended based on evaluations of customers' financial condition, including the availability of credit insurance. In the United States, collateral is not generally required. In the United Arab Emirates (the "U.A.E.") and Saudi Arabia, letters of credit are usually obtained for significant orders. Accounts receivable are due within various time periods specified in the terms applicable to each customer and are presented net of any allowance for claims and doubtful accounts. The allowance for doubtful accounts is based on specifically identified amounts in customers' accounts, where future collectability is deemed uncertain. Management exercises judgment in adjusting the allowance as a consequence of known events, 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 $2.7 million and $3.6 million as of July 31, 2022 and January 31, 2022, respectively, has been outstanding for several years. As of July 31, 2022, the entire balance represents a retention receivable that is payable upon the commissioning of the system. Due to the long-term nature of the receivable, $1.1 million and $2.0 million were included other long-term assets as of July 31, 2022 and January 31, 2022, 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. 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. In June 2022, the Company received a partial payment to settle $0.9 million of the customer's outstanding balance. 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 outstanding receivable as of July 31, 2022. 

However, if the Company’s efforts to collect on this account are not successful, the Company may recognize an allowance for all, or substantially all, of any such then uncollected amounts.

 

7

 

For the three months ended  July 31, 2022no individual customer accounted for greater than 10% of the Company’s consolidated net sales. During the three months ended July 31, 2021, one individual customer accounted for 12% of the Company's consolidated net sales.  For the six months ended July 31, 2022 and 2021, no individual customer accounted for more than 10% of the Company's consolidated net sales.

 

As of  July 31, 2022, no individual customer accounted for 10% of the Company's accounts receivable. As of  January 31, 2022 one customer accounted for 11.9% of the Company's accounts receivable. 

 

Note 4 - Revenue recognition 

 

The Company accounts for its revenues under ASC Topic 606, "Revenue from Contracts with Customers" ("Topic 606").

 

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 into two main categories:

 

 

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. Additionally, this systems classification includes coating applied to pipes and structures. 

 

 

2)

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

 

In accordance with ASC 606-10-25-27 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)

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)

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).

 

A breakdown of the Company's revenues by revenue class for the three and six months ended July 31, 2022 and 2021 are as follows (in thousands):

 

  

Three Months Ended July 31,

  

Six Months Ended July 31,

 
  

2022

  

2021

  

2022

  

2021

 
  

Sales

  

% to Total

  

Sales

  

% to Total

  

Sales

  

% to Total

  

Sales

  

% to Total

 

Products

  3,868   11% $4,548   11%  6,780   10% $7,135   11%
                                 

Specialty Piping Systems and Coating

                                

Revenue recognized under input method

  12,707   34%  13,999   35%  23,325   34%  23,952   37%

Revenue recognized under output method

  20,428   55%  21,257   54%  38,120   56%  33,140   52%

Total

 $37,003   100% $39,804   100% $68,225   100% $64,227   100%

 

The input method, as noted in ASC 606-10-55-20, 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 over time. Generally, these contracts are considered a single performance obligation satisfied over time and due to the custom nature of the goods and services, the input 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 project costs are incurred. 

 

The output method, as noted in ASC 606-10-55-17, 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 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.

 

8

 

Contract assets and liabilities:

 

Contract assets represent revenue recognized in excess of amounts billed 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 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 impact the period end balances in these accounts.

 

The Company anticipates that substantially all costs incurred for uncompleted contracts as of  July 31, 2022 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 Company believes the customer'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 (expense)/income in the consolidated statement of operations for the year ended January 31, 2021. No receivable has been recorded related to the potential reimbursement in the consolidated financial statements as of July 31, 2022.

 

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

 

(In thousands)

 

July 31, 2022

  

January 31, 2022

 

Costs incurred on uncompleted contracts

 $21,054  $20,021 

Estimated earnings

  11,422   12,030 

Earned revenue

  32,476   32,051 

Less billings to date

  27,997   31,019 

Costs in excess of billings, net

 $4,479  $1,032 

Balance sheet classification

        

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

 $5,946  $2,309 

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

  (1,467)  (1,277)

Costs in excess of billings, net

 $4,479  $1,032 

 

Substantially all of the $0.8 million contract liabilities balance as of January 31, 2021 was recognized in revenues during 2021 and substantially all of the $1.3 million contract liabilities balance as of January 31, 2022 is expected to be recognized in revenues during 2022.

 

Unbilled accounts receivable:

 

The Company has recorded $8.0 million and $2.7 million of unbilled accounts receivable on the consolidated balance sheets as of July 31, 2022 and January 31, 2022, respectively, from revenues generated by its subsidiaries in the Middle East, North Africa and India. 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 await customer to pick up or arrange shipping for the product before billing can be made. All of the amounts included in unbilled accounts receivable as of July 31, 2022 are expected to be billed before October 31, 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 the 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.

 

9

 
 

Note 5 - Income taxes 

 

The determination of the consolidated provision for income taxes, deferred tax assets and liabilities and related valuation allowances requires management to make judgments and estimates. As a company with subsidiaries in foreign jurisdictions, the process of calculating income taxes involves estimating current tax obligations and exposures in each jurisdiction as well as making judgments regarding the future recoverability of deferred tax assets. Income earned in the U.A.E. is not subject to local country income tax. Additionally, the relative proportion of taxable income earned domestically versus internationally can fluctuate significantly from period to period. Changes in the estimated level of annual pre-tax income, tax laws and the results of tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the Company's projections and assumptions are inherently uncertain; therefore, actual results could differ materially from projections. 

 

The Company's worldwide effective tax rate ("ETR") from operations for the three months ended July 31, 2022 and 2021 was 32% and 20%, respectively. The Company's worldwide ETR was 62% and 29% for the six months ended July 31, 2022 and 2021, respectively. The change in the ETR is largely due to changes in the mix of income and loss in various jurisdictions.

 

The Company expects that future distributions from foreign subsidiaries will not be subject to incremental U.S. federal tax 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 Egypt are not permanently reinvested. The earnings from these subsidiaries are subject to tax in their local jurisdiction, including withholding taxes. As such, the Company has accrued a liability of $0.5 million as of July 31, 2022 related to these taxes.

 

Note 6 - Impairment of long-lived assets

 

The Company's assessment of long-lived assets, and other identifiable intangibles is based upon factors that market participants would use in accordance with the accounting guidance for the fair value measurement of assets. At July 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 values. The Company assessed three asset groups as part of this analysis: United States, Canada and Middle East. The qualitative assessment indicated that it was more likely than not that the fair values of the Company's long-lived assets exceeded their carrying values for all three asset groups. Therefore, it was determined that there was no impairment of the Company's long-lived assets for the three and six months ended July 31, 2022 and 2021.

 

During July 2022, severe flooding in the United Arab Emirates negatively impacted the Company's facility in Fujairah. The Company is currently assessing the damage to the facility, equipment, inventory and the impact of time lost due to business interruption. As additional information becomes available, the Company will recognize any impact to the financial statements, including any potential impairment to long-lived assets. The Company expects that any losses will be recovered as a result of its pending insurance claim.

 

The Company will continue testing for potential impairment at least annually or as otherwise required by applicable accounting standards.

 

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 July 31, 2022 and January 31, 2022 was attributable to the purchase of Perma-Pipe Canada, Ltd., which occurred in 2016.

 

(In thousands)

  January 31, 2022   Foreign exchange change effect   July 31, 2022 

Goodwill

 $2,342  $(14) $2,328 

 

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 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. At July 31, 2022, the Company elected to perform a qualitative analysis assessment to determine if it was more 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 of the Company's Canadian reporting unit. Therefore, it was determined that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment for the three and six months ended July 31, 2022 and 2021. The Company will continue testing for potential impairment at least annually or as otherwise required by applicable accounting standards.

 

10

 
 

Note 7 - Stock-based compensation 

 

The Company'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.

 

The Company’s 2017 Omnibus Stock Incentive Plan dated June 13, 2017, as amended, which the Company's stockholders approved in June 2017 ("2017 Plan"), expired in June 2020. While the 2017 Plan provided 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, the Company issued only restricted shares and restricted stock units under the 2017 Plan. The 2017 Plan authorized awards to officers, employees, consultants and independent directors.

 
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 July 31, 2022 the Company had reserved a total of 293,075  shares for grants and issuances under these incentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards.
 

Stock-based compensation expense

 

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

 

  

Three Months Ended July 31,

  

Six Months Ended July 31,

 

(In thousands)

 

2022

  

2021

  

2022

  

2021

 

Restricted stock-based compensation expense

  284   276   520   548 

Total stock-based compensation expense

 $284  $276  $520  $548 

 

Stock Options

 

The Company did not grant any stock options during the three or six months ended July 31, 2022. The following table summarizes the Company's stock option activity:

 

(Shares in thousands)

 Options  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term  Aggregate Intrinsic Value 

Outstanding at January 31, 2022

  67  $9.51   1.7  $63 

Exercised

  (12)  6.60   -   46 

Expired or forfeited

  (9)  10.62   -   - 

Outstanding at July 31, 2022

  46   10.62   1.7   22 
                 

Options exercisable at July 31, 2022

  46  $10.62   1.7  $22 

 

There was no vesting, expiration or forfeiture of previously unvested stock options during the six months ended July 31, 2022. As of July 31, 2022, there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvested stock options.

 

11

 

Restricted stock

 

The following table summarizes the Company's restricted stock activity for the six months ended July 31, 2022:

 

(Shares in thousands)

 Restricted Shares  Weighted Average Price  Aggregate Intrinsic Value 

Outstanding at January 31, 2022

  354  $7.48  $2,652 

Granted

  82   10.96     

Vested and issued

  (147)  7.30     

Forfeited or retired for taxes

  (42)  6.87     

Outstanding at July 31, 2022

  247  $8.38  $2,074 

 

As of July 31, 2022, there was $1.4 million of unrecognized compensation expense related to unvested restricted stock granted under the plans. That cost is expected to be recognized over a weighted average period of 2.0 years.

 

 

Note 8 - Earnings per share

 

  

Three Months Ended July 31,

  

Six Months Ended July 31,

 

(In thousands, except per share data)

 

2022

  

2021

  

2022

  

2021

 

Basic weighted average common shares outstanding

  7,975   8,151   7,947   8,158 

Dilutive effect of equity compensation plans

  211   170   115   132 

Weighted average common shares outstanding assuming full dilution

  8,186   8,321   8,062   8,290 
                 

Stock options and restricted stock not included in the computation of diluted earnings per share of common stock because the option exercise prices or grant date prices exceeded the average market prices of the common shares

  19   166   115   203 

Stock options and restricted stock with exercise prices or grant date prices below the average market prices

  211   170   115   132 
                 

Net income

 $1,868  $3,416  $983  $2,573 
                 

Income per share

                

Basic

  0.23   0.42   0.12   0.32 

Diluted

  0.23   0.41   0.12   0.31 

 

 

 

12

 

Note 9 - Debt

 

Debt totaled $32.1 million and $21.9 million at July 31, 2022 and January 31, 2022, respectively.

 

Revolving lines - 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 Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a 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 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 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 Borrowers have used and will continue to use borrowings under the Renewed Senior Credit Facility (i) to fund future capital expenditures; (ii) to fund ongoing working capital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases. Borrowings under the Renewed Senior Credit Facility bears interest at a rate equal to an alternate base rate, 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 a fixed charge coverage ratio ("FCCR") range. Interest on alternate base rate borrowings is the alternate base rate (as defined in the 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 is the LIBOR rate (as defined in the Renewed Senior Credit Facility) plus an applicable margin ranging from 2.00% to 2.50%, based on the FCCR in the most recently reported period. Additionally, the Borrowers pay a 0.25% per annum facility fee on the unused portion of the Renewed Senior Credit Facility. 

 

Subject to certain exceptions, borrowings under the Renewed Senior Credit Facility are secured by substantially all of the North American Loan Parties’ assets. The Renewed Senior Credit Facility matures on September 20, 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 may not make capital expenditures in excess of $5.0 million annually, plus a limited carryover of unused 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 a free cash flow financial covenant (the "FCCR covenant") requiring the North American Loan Parties to achieve a ratio of its EBITDA 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 to be not less than 1.10 to 1.00 for any five consecutive days in which the undrawn availability is less than $3.0 million or any day in which the undrawn availability is less than $2.0 million. As of July 31, 2022, the calculated ratio was 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 may repatriate cash from any of its foreign subsidiaries that are otherwise not a party to the Renewed Senior Credit Facility in an amount which, when added to the amount of the Company’s Consolidated EBITDA, would result in pro forma compliance with the FCCR covenant. The Company was in compliance with these covenants as of July 31, 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.

 

13

 

As of July 31, 2022, the Company had borrowed an aggregate of $8.6 million at a rate of 6.50% and had $5.9 million available under the Renewed Senior Credit Facility. As of January 31, 2022, the Company had borrowed an aggregate of $0.6 million and had $8.5 million available under the Renewed Senior Credit Facility.

 

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 $10.4 million. The transaction generated net cash proceeds of $9.1 million. Concurrently with the sale, the Company paid off the approximately $0.9 million mortgage note on the Property to its lender.  The Company used the remaining proceeds to repay its borrowings under the Senior Credit Facility, for strategic investments, and for 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.  

 

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 July 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 in the U.A.E., Egypt and Saudi Arabia as discussed further below.

 

The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $2.2 million at July 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 5.05% and was originally set to expire in  November 2020, however, the expiration was extended due to the COVID-19 pandemic. The facility was renewed in July 2022 and is now set to expire in July 2025.

 

The Company has a revolving line for 17.5 million U.A.E. Dirhams (approximately $4.8 million at July 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 5.78% and is set to expire in  January 2023.

 

The Company has a credit agreement for project financing with a bank in the U.A.E. for 1.0 million U.A.E. Dirhams (approximately $0.3 million at July 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 5.78% and is expected to expire in  June 2023 in connection with the completion of the project.

 

The Company has a credit agreement for project financing with a bank in the U.A.E. for 2.0 million U.A.E. Dirhams (approximately $0.5 million at July 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 6.53% and is expected to expire in  May 2024 in connection with the completion of the project.

 

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 $5.3 million at July 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line is 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 8.00% and expired in June 2022, however the Company has started the renewal process for this credit arrangement.

 

In December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds. As this project has progressed and the Company has made collections, the facility has decreased to a current amount of 22.7 million Egyptian Pounds (approximately $1.2 million at July 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 8.00% and is expected to expire in November 2022 in connection with the completion of the project.

 

In March 2022, the Company's Saudi Arabian subsidiary entered into a credit arrangement with a bank in Saudi Arabia for a revolving line of 20.0 million Saudi Riyal (approximately $5.3 million at July 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Saudi Arabia. The line is secured by certain assets (such as accounts receivable) of the Company's Saudi Arabian subsidiary. The facility has an interest rate of approximately 6.5% and is set to expire in April 2023.

 

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 or undertaking of additional debt. The Company guarantees only a portion of the subsidiaries' debt, including foreign debt. As of July 31, 2022, the amount of foreign subsidiary debt guaranteed by the Company was approximately $0.6 million. 

 

14

 

The Company was in compliance with the covenants under the credit arrangements in the U.A.E., Egypt and Saudi Arabia as of July 31, 2022. On July 31, 2022, interest rates were based on the Emirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum for the U.A.E. credit arrangements, two of which have a minimum interest rate of 4.5% per annum, based on the stated interest rate in the agreement for the Egypt credit arrangement, and based on the Saudi Inter Bank Offered Rate plus 3.5% for the Saudi Arabia credit arrangement. Based on these base rates, as of July 31, 2022, the Company's interest rates ranged from 5.05% to 8.0%, with a weighted average rate of 7.21%, and the Company had facility limits totaling $19.6 million under these credit arrangements. As of July 31, 2022$2.6 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, as of July 31, 2022, the Company had borrowed $8.7 million and had an additional $8.2 million of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of July 31, 2022 and January 31, 2022, were included as current maturities of long-term debt in the Company's consolidated balance sheets. 

 

Mortgages. On July 28, 2016, the Company entered into a mortgage agreement secured by the Company's manufacturing facility located in Alberta, Canada that matures on December 23, 2042. As of July 31, 2022, the remaining balance on the mortgage in Canada is approximately CAD 6.5 million (approximately $5.1 million at July 31, 2022). The interest rate is variable, and was 6.55% at July 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 repayment of amounts borrowed. On April 14, 2021, the Company entered into the Purchase and Sale Agreement discussed above. Concurrently with the sale, the Company paid off the approximately $0.9 million remaining on the mortgage note on the Property to its lender.

 

Note 10 - Leases

 

Operating Leases. In August 2020, the Company entered into a new lease in Abu Dhabi 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 July 31, 2022), inclusive of rent and common charges, with escalation clauses in the agreement. Rent payments were deferred until August 2022 and have now commenced. The lease expires in August 2050. 

 

In March 2022, the Company served a Notice of Termination to its lessor for a portion of the Company's lease of certain land and buildings in Fujairah in the U.A.E. The termination will take effect in September 2022. The Company served the Notice of Termination in connection with the Company's intended relocation to a different facility under a new lease in Abu Dhabi. The Company is required to pay an additional amount equal to three months' rent after the termination to enable the lessor to prepare the assets for lease by another party. As a result of the termination, the Company has recognized adjustments to the amounts recorded in the consolidated financial statements as of July 31, 2022. The termination resulted in decreases of $0.3 million, $4.0 million and $3.6 million to operating lease liability short-term, operating lease liability long-term and operating lease right-of-use asset, respectively, in the consolidated balance sheets as of April 30, 2022. The termination also resulted in a decrease in rent expense of $0.8 million in the consolidated statement of operations for the three months ended April 30, 2022. The Company will continue to lease the remaining land and buildings under the Fujairah lease until 2032.

 

Finance Leases. In 2019, the Company obtained two finance leases for a total of CAD 1.1 million (approximately $0.8 million at the prevailing exchange rates on the transaction dates) to finance vehicle equipment. The interest rates for these finance leases were 8.0% per annum with monthly principal and interest payments of less than $0.1 million. These leases mature in August 2023.  In 2017, the Company obtained three finance leases for a total of CAD 1.1 million (approximately $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 thirty 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 liabilities and right-of-use ("ROU") assets as the Company is not reasonably certain to exercise the options.  The Company does not have any arrangements where it acts as a lessor, other than one sub-lease arrangement. 

 

At July 31, 2022, the Company had total operating lease liabilities of $8.1 million and operating ROU assets of $7.2 million, which are reflected in the consolidated balance sheets. At July 31, 2022, the Company also had total finance lease liabilities of $0.3 million included in current maturities of long-term debt and long-term debt less current maturities, and total finance ROU assets of $0.6 million which were included in property plant and equipment, net of accumulated depreciation in the consolidated balance sheets.

 

15

 

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

 

Operating and Finance leases:

 

July 31, 2022

  

January 31, 2022

 

Finance leases assets:

        

Property and Equipment - gross

 $1,214  $1,221 

Accumulated depreciation and amortization

  (613)  (490)

Property and Equipment - net

 $601  $731 
         

Finance lease liabilities:

        

Finance lease liability short-term

 $326  $357 

Finance lease liability long-term

  21   173 

Total finance lease liabilities

 $347  $530 
         

Operating lease assets:

        

Operating lease ROU assets

 $7,176  $11,213 
         

Operating lease liabilities:

        

Operating lease liability short-term

 $1,316  $1,496 

Operating lease liability long-term

  6,775   11,270 

Total operating lease liabilities

 $8,091  $12,766 

 

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

 

Lease costs

Consolidated Statements of Operations Classification

 

Three Months Ended July 31, 2022

  

Three Months Ended July 31, 2021

  

Six Months Ended July 31, 2022

  

Six Months Ended July 31, 2021

 

Finance Lease Costs

                 

Amortization of ROU assets

Cost of sales

 $62  $65  $125  $119 

Interest on lease liabilities

Interest expense

  8   15   18   28 

Operating lease costs

Cost of sales, SG&A expenses

  694   625   587   1,273 

Short-term lease costs (1)

Cost of sales, SG&A expenses

  13   102   72   195 

Sub-lease income

SG&A expenses

  (27)  (20)  (40)  (40)

Total Lease costs

 $750  $787  $762  $1,575 

 

(1) Includes variable lease costs, which are immaterial.

 

16

 

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

 

  

Six Months Ended July 31, 2022

  

Six Months Ended July 31, 2021

 

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

        

Financing cash outflows from finance leases

 $178  $117 

Operating cash outflows from finance leases

  18   13 

Operating cash outflows from operating leases

  696   501 

 

  

Six Months Ended July 31, 2022

  

Six Months Ended July 31, 2021

 

ROU Assets obtained in exchange for new lease obligations:

        

Finance leases liabilities

 $-  $- 

Operating leases liabilities

  -   52 

 

Weighted-average lease terms and discount rates are as follows: 

 

  

July 31, 2022

 

Weighted-average remaining lease terms (in years):

    

Finance leases

  1.0 

Operating leases

  16.0 
     

Weighted-average discount rates:

    

Finance leases

  9.4%

Operating leases

  7.8%

 

Maturities of lease liabilities as of July 31, 2022, are as follows (in thousands):

 

Year:

 

Operating Leases

  

Finance Leases

 

For the six months ended January 31, 2023

 $1,639  $186 

For the year ended January 31, 2024

  1,761   176 

For the year ended January 31, 2025

  935   - 

For the year ended January 31, 2026

  725   - 

For the year ended January 31, 2027

  725   - 

For the year ended January 31, 2028

  689   - 
         

Thereafter

  8,975   - 

Total lease payments

  15,449   362 

Less: amount representing interest

  (7,358)  (15)

Total lease liabilities at July 31, 2022

 $8,091  $347 

 

Rent expense on operating leases, which is recorded on straight-line basis, was $0.7 millionfor the three months ended  July 31, 2022 and 2021

 

17

 
 

Note 11 - Restricted cash

 

Restricted cash held by foreign subsidiaries was $1.5 million and $1.2 million as of July 31, 2022 and 2021, respectively, and is related to fixed deposits that also serve as security deposits and guarantees. 

 

(In thousands)

  July 31, 2022   July 31, 2021 

Cash and cash equivalents

 $6,192  $5,509 

Restricted cash

  1,501   1,217 

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

 $7,693  $6,726 

 

 

Note 12 - Fair value

 

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.

 

 

Note 13 - Recent accounting pronouncements

 

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848), which provides guidance designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements necessitated by the scheduled 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 standard as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination required under the relevant 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. In April 2022,  the FASB proposed to extend the effective date through December 31, 2024; however, a final ruling has not been issued.  The Company's Renewed Senior Credit Facility, which matures on September 20, 2026, bears interest at a rate equal to an alternate base 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 does not expect a material impact from the adoption of this standard on the financial statements of the Company.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The 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 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. A recently adopted amendment has delayed the effective date until fiscal years beginning after December 15, 2022. The Company is currently evaluating this standard and the impact to the financial statements of the Company. 

 

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

 

 

Note 14 - Treasury stock

 

On  October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to use up to $3.0 million for the purchase 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 July 31, 2022, the Company has used $2.0 million of the $3.0 million authorized to repurchase its outstanding shares of common stock.

 

The following table sets forth information with respect to repurchases by the Company of its shares of common stock during the three months ended July 31, 2022:

 

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

 

May 1, 2022 - May 31, 2022

  -   -   -   1,008,444 

June 1, 2022 - June 30, 2022

  -   -   -   1,008,444 

July 1, 2022 - July 31, 2022

  4,887   8.85   4,887   964,496 

Total

  4,887       4,887     

 

On  July 26, 2022, the Company retired all treasury stock previously repurchased under this stock repurchase program. The retirement was recorded as a reduction to common stock based on the par value of the shares, and the excess over par value was recorded as an increase to accumulated deficit in accordance with ASC 505-30, Equity -Treasury Stock.

 

18

 
 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")

 

The statements contained under the caption MD&A and other information contained elsewhere in this quarterly report, which can be identified by the use of forward-looking terminology such as "may," "will," "expect," "continue," "remains," "intend," "aim," "should," "prospects," "could," "future," "potential," "believes," "plans," "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, 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 heading Item 1A. Risk Factors included in the Company's latest Annual Report on Form 10-K. The Company's fiscal year ends on January 31. Years and balances described as 2022 and 2021 are for the fiscal years ended January 31, 2023 and 2022, respectively.

 

This MD&A should be read in conjunction with the Company’s consolidated financial statements, including the notes thereto, contained elsewhere in this report. Percentages set forth below in the MD&A have been rounded to the nearest percentage point. 

 

Ukraine War

 

The war in Ukraine and resulting Russian oil and gas boycotts have added to the surge in oil prices which has impacted some of the Company's material and freight costs. However, the Company has not experienced any direct impact from the disruption in this region. The Company does not source materials from this region, nor does it serve this market in any material nature. 

 

Oil and Gas Market

 

Increases in oil prices helped to improve demand for the Company's products in the oil and gas markets during the three and six months ended July 31, 2022 as compared to the same periods in 2021. In particular, the Company's activity level in Canada has increased significantly due to the rise in energy prices.  West Texas Intermediate crude oil average prices have increased from approximately $68 per barrel in 2021 to approximately $100 per barrel in 2022. 

 

Supply Chain Constraints and Inflationary Impacts

 

Due to the current inflationary environment, raw material supply shortages and transportation delays, the Company routinely experiences delays and increased prices for raw materials used in the Company's production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasing from alternative suppliers and planning for material purchases further 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. These impacts are expected to continue throughout 2022. 

 

Liquidity Position

 

The Company further enhanced its liquidity position on September 17, 2021 when it executed an extension of a Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a new five-year $18 million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the “Renewed Senior Credit Facility”).  As of July 31, 2022, the Company had borrowed an aggregate of $8.6 million and had $5.9 million available under the Renewed Senior Credit Facility.  See further discussion of the Company's liquidity position as of July 31, 2022 in "Liquidity and capital resources" below.  Additionally, as of July 31, 2022, the Company had borrowed $8.7 million and had an additional $8.6 million of borrowing remaining available under its foreign revolving credit arrangements.

 

 

RESULTS OF OPERATIONS

 

The Company is engaged in the manufacture and sale of products in one reportable segment. Since the Company focuses on large discrete projects, operating results can be significantly impacted as a result of large variations in the level of project activity in reporting periods.

 

($ in thousands)

 

Three Months Ended July 31,

   

Six Months Ended July 31,

 
   

2022

   

2021

   

Change favorable/(unfavorable)

   

2022

   

2021

   

Change favorable/(unfavorable)

 
   

Amount

   

Percent of Net Sales

   

Amount

   

Percent of Net Sales

   

Amount

   

Amount

   

Percent of Net Sales

   

Amount

   

Percent of Net Sales

   

Amount

 

Net sales

  $ 37,003             $ 39,804             $ (2,801 )   $ 68,225             $ 64,227             $ 3,998  
                                                                                 

Gross profit

    9,886       27 %     10,743       27 %     (857 )     16,935       25 %     15,248       24 %     1,687  
                                                                                 

General and administrative expenses

    5,246       14 %     5,602       14 %     356       10,897       16 %     10,008       16 %     (889 )
                                                                                 

Selling expense

    1,315       4 %     1,053       3 %     (262 )     2,554       4 %     2,094       3 %     (460 )
                                                                                 

Interest expense, net

    500               268               (232 )     867               446               (421 )
                                                                                 

Other (expense)/income

    (64 )             457               (521 )     (14 )             899               (913 )
                                                                                 

Income from operations before income taxes

    2,761               4,277               (1,516 )     2,603               3,599               (996 )
                                                                                 

Income tax expense

    893               861               (32 )     1,620               1,026               (594 )
                                                                                 

Net income

    1,868               3,416               (1,548 )     983               2,573               (1,590 )
 

 

Three months ended July 31, 2022 vs. Three months ended July 31, 2021

 

Net sales:

 

Net sales were $37.0 million and $39.8 million in the three months ended July 31, 2022 and 2021, respectively.  The decrease of $2.8 million, or 7%, was a result of decreased sales volumes.

 

 

Gross profit:

 

Gross profit was $9.9 million, or 27% of net sales, and $10.7 million, or 27% of net sales, in the three months ended July 31, 2022 and 2021, respectively. The decrease of $0.8 million was driven primarily by lower sales volumes with a consistent gross margin.

 

General and administrative expenses:

 

General and administrative expenses were $5.2 million and $5.6 million in the three months ended July 31, 2022 and 2021, respectively. The decrease of $0.4 million, or 6%, was primarily related to lower incentive compensation costs based on 2022 forecasted results.

 

Selling expenses:

 

Selling expenses slightly increased and were $1.3 million and $1.1 million in the three months ended July 31, 2022 and 2021, respectively.

 

Interest expense, net:

 

Net interest expense was $0.5 million and $0.3 million in the three months ended July 31, 2022 and 2021, respectively.  The increase was related primarily to increased borrowings on the Renewed Senior Credit Facility and higher interest rates.

 

Other (expense)/income:

 

Other (expense)/income was expense of less than $0.1 million and income of $0.5 million in the three months ended July 31, 2022 and 2021, respectively. The decrease was due primarily to the receipt of grants from the Canadian government for approximately $0.3 million during the three months ended July 31, 2021. Grants to the Company under these programs ended in the second quarter of 2021.  

 

Income tax expense:

 

The Company's worldwide effective tax rates ("ETR") were 32% and 20% in the three months ended July 31, 2022 and 2021, respectively. The change in the ETR was largely due to changes in the mix of income and loss in various jurisdictions.

 

For further information, see Note 5 - Income taxes, in the Notes to Consolidated Financial Statements.

 

Net income:

 

Net income was $1.9 million and $3.4 million in the three months ended July 31, 2022 and 2021, respectively.  The decrease of $1.5 million was primarily due to decreased gross profit as a result of decreased sales volumes.

 

Six months ended July 31, 2022 vs. Six months ended July 31, 2021

 

Net sales:

 

Net sales were $68.2 million and $64.2 million in the six months ended July 31, 2022 and 2021, respectively. The increase of $4.0 million, or 6%, was a result of increased sales volumes.

 

 

Gross profit:

 

Gross profit was $16.9 million, or 25% of net sales, and $15.2 million, or 24% of net sales, in the six months ended July 31, 2022 and 2021, respectively. The increase of $1.7 million was primarily driven by higher sales volumes.

 

General and administrative expenses:

 

General and administrative expenses were $10.9 million and $10.0 million in the six months ended July 31, 2022 and 2021, respectively. The majority of the increase of $0.9 million, or 9%, was the result of increased incentive compensation costs and additions to headcount in support of the Company's business growth. 

 

Selling expenses:

 

Selling expenses were $2.6 million and $2.1 million in the six months ended July 31, 2022 and 2021, respectively.  The increase of $0.5 million was due primarily to increased payroll and commission expenses and the additional expenses related to marketing and trade shows.

 

Interest expense, net:

 

Net interest expense was $0.9 million and $0.4 million in the six months ended July 31, 2022 and 2021, respectively. This increase was related to the sale leaseback transaction for our operating facility in Tennessee entered into in April 2021, increased borrowings on the Renewed Senior Credit Facility and higher interest rates. 

 

Other (expense)/income:

 

Other (expense)/income was expense of less than $0.1 million and income of $0.9 million in the six months ended July 31, 2022 and 2021, respectively. The decrease was primarily due to the receipt of grants from the Canadian government for approximately $0.7 million in the six months ended July 31, 2021. Grants to the Company under these programs ended in the second quarter of 2021.  

 

Income tax expense:

 

The Company's worldwide ETRs were 62% and 29% in the six months ended July 31, 2022 and 2021, respectively. The change in the ETR is largely due to changes in the mix of income and loss in various jurisdictions.

 

Net income:

 

Net income was $1.0 million and $2.6 million in the six months ended July 31, 2022 and 2021, respectively. The decrease of $1.6 million, or 62% was primarily the result of the increased income tax expense and the cessation of government grants in Canada.

 

Liquidity and capital resources

 

Cash and cash equivalents as of July 31, 2022 were $6.2 million compared to $8.2 million on January 31, 2022. On July 31, 2022, $0.2 million was held in the United States, and $6.0 million was held at the Company's foreign subsidiaries. The Company's working capital was $41.3 million on July 31, 2022 compared to $40.0 million on January 31, 2022. Of the working capital components, accounts receivable increased by $3.3 million and cash and cash equivalents decreased by $2.0 million as the result of the movements discussed below. As of July 31, 2022, the Company had $5.9 million of borrowing capacity under the Renewed Senior Credit Facility in North America and $8.2 million of borrowing capacity under its foreign revolving credit agreements. The Company had $8.6 million borrowed under the Renewed Senior Credit Facility and $8.7 million borrowed under its foreign revolving credit agreements at July 31, 2022.

 

 

Net cash used in operating activities in the six months ended July 31, 2022 and 2021 was $11.2 million and $5.2 million, respectively. This increase of $6.0 million was due primarily to increases in accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts and unbilled accounts receivable, as well as a decrease in accounts payable. 

 

Net cash used in investing activities in the six months ended July 31, 2022 and 2021 was $2.0 million and $0.9 million, respectively. The increase of $1.1 million was due primarily to expansion activities in the United Arab Emirates in preparation for the Company's intended relocation from Fujairah to Abu Dhabi, as well as capital expenditures in Canada. 

 

Net cash provided by financing activities in the six months ended July 31, 2022 and 2021 was $10.7 million and $4.3 million, respectively. The main source of cash from financing activities during the six months ended July 31, 2022 was net proceeds from borrowings of approximately $11.3 million under the Company's credit facilities, as compared to the six months ended July 31, 2021, when net repayments were approximately $3.6 million. Additionally, during the six months ended July 31, 2021, the Company received net proceeds of $9.5 million as a result of the sale and leaseback of its land and buildings in Lebanon, Tennessee (the "Property"). Debt totaled $32.1 million and $21.9 million as of July 31, 2022 and January 31, 2022, respectively. For additional information, see Note 9 - Debt, in the Notes to Consolidated Financial Statements.

 

Treasury stock. On October 4, 2021, the Company's Board of Directors approved a share repurchase program, which authorizes the Company to use up to $3.0 million for the purchase 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 July 31, 2022, the Company has used $2.0 million of the $3.0 million authorized to repurchase its outstanding shares of common stock. On July 26, 2022, the Company retired all treasury stock previously repurchased under this share repurchase program. The retirement was recorded as a reduction to common stock based on the par value of the shares, and the excess over par value was recorded as an increase to accumulated deficit in accordance with ASC 505-30, Equity -Treasury Stock.

 

Revolving lines - North America On 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 the Credit Agreement with PNC providing for a 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 million Renewed Senior Credit 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 Borrowers have used and will continue to use borrowings under the Renewed Senior Credit Facility (i) to fund future capital expenditures; (ii) to fund ongoing working capital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases. Borrowings under the Renewed Senior Credit Facility bears interest at a rate equal to an alternate base rate, 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 a fixed charge coverage ratio ("FCCR") range.  Interest on alternate base rate borrowings is the alternate base rate (as defined in the 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 is the LIBOR rate (as defined in the Renewed Senior Credit Facility) plus an applicable margin ranging from 2.00% to 2.50%, based on the FCCR in the most recently reported period. Additionally, the Borrowers pay a 0.25% per annum facility fee on the unused portion of the Renewed Senior Credit Facility.
 

Subject to certain exceptions, borrowings under the Renewed Senior Credit Facility are secured by substantially all of the North American Loan Parties’ assets. The Renewed Senior Credit Facility matures on September 20, 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 may not make capital expenditures in excess of $5.0 million annually, plus a limited carryover of unused 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 a free cash flow financial covenant (the "FCCR covenant") requiring the North American Loan Parties to achieve a ratio of its EBITDA 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 to be not less than 1.10 to 1.00 for any five consecutive days in which the undrawn availability is less than $3.0 million or any day in which the undrawn availability is less than $2.0 million. As of July 31, 2022, the calculated ratio was 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 may repatriate cash from any of its foreign subsidiaries that are otherwise not a party to the Renewed Senior Credit Facility in an amount which, when added to the amount of the Company’s Consolidated EBITDA, would result in pro forma compliance with the FCCR covenant. The Company was in compliance with these covenants as of July 31, 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 July 31, 2022, the Company had borrowed an aggregate of $8.6 million at a rate of 6.50% and had $5.9 million available under the Renewed Senior Credit Facility. As of January 31, 2022, the Company had borrowed an aggregate of $0.6 million and had $8.5 million available under the Renewed Senior Credit Facility.

 

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

The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $2.2 million at July 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 5.05% and was originally set to expire in November 2020, however, the expiration was extended due to the COVID-19 pandemic. The facility was renewed in July 2022 and is now set to expire in July 2025.

The Company has a revolving line for 17.5 million U.A.E. Dirhams (approximately $4.8 million at July 31, 2022) from a bank in the U.A.E. The facility has an interest rate of approximately 5.78% and is set to expire in January 2023.

The Company has a credit agreement for project financing with a bank in the U.A.E. for 1.0 million U.A.E. Dirhams (approximately $0.3 million at July 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 5.78% and is expected to expire in June 2023 in connection with the completion of the project.

The Company has a credit agreement for project financing with a bank in the U.A.E. for 2.0 million U.A.E. Dirhams (approximately $0.5 million at July 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 6.53% and is expected to expire in May 2024 in connection with the completion of the project.

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 $5.3 million at July 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line is 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 8.00% and expired in June 2022, however the Company has started the renewal process for this credit arrangement.

In December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds. As this project has progressed and the Company has made collections, the facility has decreased to a current amount of 22.7 million Egyptian Pounds (approximately $1.2 million at July 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 8.00% and is expected to expire in November 2022 in connection with the completion of the project.

In March 2022, the Company's Saudi Arabian subsidiary entered into a credit arrangement with a bank in Saudi Arabia for a revolving line of 20.0 million Saudi Riyal (approximately $5.3 million at July 31, 2022) This credit arrangement is in the form of project financing at rates competitive in Saudi Arabia. The line is secured by certain assets (such as accounts receivable) of the Company's Saudi Arabian subsidiary. The facility has an interest rate of approximately 6.5% and is set to expire in April 2023.

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 or undertaking of additional debt. The Company guarantees only a portion of the subsidiaries' debt, including foreign debt. As of July 31, 2022, the amount of foreign subsidiary debt guaranteed by the Company was approximately $0.6 million. 

The Company was in compliance with the covenants under the credit arrangements in the U.A.E., Egypt and Saudi Arabia as of July 31, 2022. On July 31, 2022, interest rates were based on the Emirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum for the U.A.E. credit arrangements, two of which have a minimum interest rate of 4.5% per annum, based on the stated interest rate in the agreement for the Egypt credit arrangement, and based on the Saudi Inter Bank Offered Rate plus 3.5% for the Saudi Arabia credit arrangement. Based on these base rates, as of July 31, 2022, the Company's interest rates ranged from 5.05% to 8.0%, with a weighted average rate of 7.21%, and the Company had facility limits totaling $19.6 million under these credit arrangements. As of July 31, 2022$2.6 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, as of July 31, 2022, the Company had borrowed $8.7 million and had an additional $8.2 million of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of July 31, 2022 and January 31, 2022, 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 the Property for $10.4 million. The transaction generated net cash proceeds of $9.1 million. 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.  The Company used the remaining proceeds to repay its borrowings under the Senior Credit Facility, for strategic investments, and for general corporate needs. Concurrent with the sale of the Property, the Company entered into a 15-year lease agreement (the “Lease Agreement”), whereby the Company is leasing 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.  

 

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.

 

Liquidity from Canadian government grants

During 2020 and 2021, the Company's subsidiary, Perma-Pipe Canada, Ltd., received relief in the form of grants from the Canadian government of approximately $0.7 million during the year ended January 31, 2022. Grants to the Company ended in the second quarter of 2021. The proceeds from these grants were recognized in other (expense)/income in the consolidated statement of operations.

 

Accounts receivable: 

In 2015, the Company completed a project in the Middle East with billings in the aggregate amount of approximately $41.9 million. The system has not yet been commissioned by the customer. Nevertheless, the Company has settled approximately $39.2 million as of July 31, 2022, with a remaining balance due in the amount of $2.7 million, all of 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. $1.1 million of this retention amount is reclassified to a long-term receivable account.

 

The Company has been engaged in ongoing active efforts to collect the outstanding amount. The Company continues to engage with the customer to ensure full payment of open balances, and during June 2022 received a partial payment to settle $0.9 million of the customer's outstanding balances. Further, the Company has been engaged by the customer to perform additional work in 2022 under customary trade terms that supports the continued cooperation between the Company and the customer. As a result, the Company did not reserve any allowance against the remaining outstanding balances as of July 31, 2022. However, if the Company’s efforts to collect on this account are not successful, the Company may recognize an allowance for all, or substantially all, of any such then uncollected amounts.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Critical accounting policies are described in Item 7. MD&A and in the Notes to the Consolidated Financial Statements for the year ended January 31, 2022 contained in the Company's latest Annual Report on Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of critical accounting policies may require management to make assumptions, judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

 

 

Item 4.

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 July 31, 2022. 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 the Chief Executive Officer and Chief Financial Officer, has concluded that the financial statements included in this Quarterly Report on Form 10-Q 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.

 

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reporting during the Company's most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

 

PART II OTHER INFORMATION

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

On October 4, 2021, the Company's Board of Directors approved a stock purchase program, which authorizes the Company to use up to $3.0 million for the purchase 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 July 31, 2022, the Company has used $2.0 million of the $3.0 million authorized to repurchase its outstanding shares of common stock. On July 26, 2022, the Company retired all treasury stock previously repurchased under this stock repurchase program. The retirement was recorded as a reduction to common stock based on the par value of the shares, and the excess over par value was r ecorded as an increase to accumulated deficit in accordance with ASC 505-30, Equity - Treasury Stock
 

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

 

May 1, 2022 - May 31, 2022

    -       -       -       1,008,444  

June 1, 2022 - June 30, 2022

    -       -       -       1,008,444  

July 1, 2022 - July 31, 2022

    4,887       8.85       4,887       964,496  

Total

    4,887               4,887          

 

Item 6.

Exhibits

 

31.1

Rule 13a - 14(a)/15d - 14(a) Certifications
(1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Rule 13a - 14(a)/15d - 14(a) Certifications
(2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Section 1350 Certifications (Chief Executive Officer and Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

    Perma-Pipe International Holdings, Inc.
     
     

Date:

September 7, 2022

/s/ David J. Mansfield

 

 

David J. Mansfield

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:

September 7, 2022

/s/ D. Bryan Norwood

 

 

D. Bryan Norwood

 

 

Vice President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

28