What changed in this filing

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Item 1. Business

2023-04-27 compared with 2022-04-19 · 48 added, 48 removed, 83 unchanged (54% of the section changed)

4 unchanged sentences

The Company's fiscal year ends on January 31.

Years, results and balances described as 2022, 2021 and 2020 are for the fiscal years ended January 31, 2023, 2022 and 2021, respectively.

Products and services. 

Years, results and balances described as 2023 , 

2022  and 

2021  are for the fiscal year ending January 31,  

2024  and the fiscal years ended January 31,  

2023  and 

2022 , respectively.

PRODUCTS AND SERVICES

The Company engineers, designs, manufactures and sells specialty piping systems and leak detection systems.

9 unchanged sentences

Perma-Pipe, Inc.

Perma-Pipe Middle East LLC

Abu Dhabi, United Arab Emirates

New Iberia, LA

Perma-Pipe Middle East FZC

Fujairah, United Arab Emirates

New Iberia, LA

Perma-Pipe Saudi Arabia, LLC

Dammam, Kingdom of Saudi Arabia

Perma-Pipe Canada, Ltd.

Perma-Pipe India Pvt.

Perma-Pipe Saudi Arabia, LLC

Camrose, Alberta, Canada

Gandhidham, India

Dammam, Kingdom of Saudi Arabia

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

Perma-Pipe India Pvt.

Beni Suef, Egypt

Gandhidham, India

Customers and sales channels.

2 unchanged sentences

The Company employs a direct sales force to market and sell products and services in Canada, India, Egypt, and in several countries in the Middle East. On a country-by-country basis, and where advantageous, the Company uses an agent network to assist in marketing and selling the Company's products and services.

For the years ended January 31, 2022 and 2021, respectively, no one customer accounted for greater than 10% of the Company's consolidated net sales.

As of January 31, 2022 and 2021, one customer accounted for 11.9% and no one customer accounted for greater than 10% of accounts receivable, respectively.

The Company’s backlog on January 31, 2022 was $39.3 million compared to $52.6 million on January 31, 2021, most of which is expected to be completed within 2022.

This decrease was primarily the result of the Company's completion of a significant number of projects during 2021 that were delayed because of the COVID-19 pandemic and related disruptions.

For the years ended 

January 31, 2023  and 2022 , no one customer accounted for greater than 10% of the Company's consolidated net sales.

As of January 31, 2023 , 

no one  customer accounted for greater than 

10%  of accounts receivable. As of January 31, 2022 , 

one  customer accounted for 

11.9%  of accounts receivable.

The Company’s backlog on 

January 31, 2023  was $ 38.5  million compared to $ 39.3 million on January 31, 2022 , most of which is expected to be completed within the year ending January 31,  

The Company's backlog has remained consistent year-over-year as completed projects have been replaced with new awards during the year.

The Company defines backlog as the expected total revenue value resulting from confirmed customer purchase orders that have not yet been recognized as revenue.

11 unchanged sentences

The Company assembles the monitoring component of its leak detection and location systems from components purchased from many sources.

The Company's global supply chains have been negatively affected by the COVID-19 pandemic.

Due to the current inflationary environment, raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for raw materials used in our production processes.

To mitigate these impacts, the Company has implemented several strategies, including purchasing from alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed.

The Company has also updated its pricing to customers to offset the impacts of the raw material price increases.

While these impacts are expected to continue into 2022, the resulting future disruptions to the Company’s operations are uncertain.

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 also adjusts its pricing to customers to offset the impacts of the raw material price increases.

These impacts are expected to continue throughout 

2023 , and the resulting future disruptions to the Company’s operations are uncertain.

The piping systems market is highly competitive.

The Company believes its principal competition consists of over 20 major competitors and more small competitors.

The Company believes that quality, service, engineering design capabilities and support, a comprehensive product line, timely execution, plant location and price are key competitive factors in the industry.

1 unchanged sentence

Research and Development. 

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

Government regulation.

The demand for the Company's leak detection and location systems and secondary containment piping systems, which is a small percentage of the Company's total annual piping sales, is driven in the U.S.

by federal and state environmental regulation with respect to hazardous waste.

Federal Resource Conservation and Recovery Act requires, in some cases, that the storage, handling and transportation of fluids through underground pipelines feature secondary containment and leak detection.

National Emission Standard for hydrocarbon airborne particulates requires reduction of airborne volatile organic compounds and fugitive emissions.

Under this regulation, many major refineries are required to recover fugitive vapors and dispose of the recovered material in a process sewer system, which then becomes a hazardous secondary waste system that must be contained.

Although there can be no assurances as to the ultimate effects of these governmental regulations, the Company believes such regulations generally increase the demand for its piping systems products.

In the United States and Canada, federal government regulations require that all buried oil and gas pipelines that cross state or provincial boundaries or the United States-Canada border, have an anti-corrosion coating system applied.

The Company believes that this regulation has a positive effect on demand for its products due to the Company's unique expertise with respect to anti-corrosion coating.

The Company's research and development efforts primarily focus on activities and development to meet product specifications mandated by its customers and the industry.

Environmental impacts.

The Company provides insulated pipe for district energy systems. A district energy system is a highly efficient way to provide heating or cooling to nearby buildings.

A central plant produces steam or chilled water, hot and/or chilled water that flows through insulated pipes to nearby buildings.

The Company provides insulated pipe for district energy systems. A district energy system is a highly efficient way to provide heating or cooling to buildings.

A central plant produces steam or chilled water that flows through insulated pipes to buildings.

The goal of a district energy system is to centralize production to deliver energy efficiency, reduce operating costs, and use less equipment compared to individual buildings with their own boilers and chillers. 

In addition, district heating and cooling plants can provide better pollution control than localized boilers and cooling equipment.

As of January 31, 2022, the Company had approximately 184 full-time employees working in the United States, of which approximately 64 were under two collective bargaining agreements, one expiring on April 30, 2023, and the other expiring on March 31, 2025.

There were approximately 424 full-time employees working at the Company's international locations.

As of January 31, 2023 , the Company had approximately 

194 full-time employees working in the United States, of which approximately 

77 were under 

two collective bargaining agreements expiring on 

April 30, 2023 and March 31, 2025 .

As of January 31, 2023 , there were approximately 

473 full-time employees working at the Company's international locations.

The Company considers its relationship with its employees to be good.

Available Information

The Company files with and furnishes to the Securities and Exchange Commission ("SEC") reports, including annual meeting materials, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as amendments thereto.

The Company maintains a website, www.permapipe.com , where these reports and related materials are available free of charge as soon as reasonably practicable after the Company electronically files or furnishes such material with or to the SEC.

The information on the Company's website is not part of this Annual Report on Form 10-K and is not incorporated into this or any other filings by the Company with the SEC.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

7 unchanged sentences

Vice President and Chief Financial Officer;

Vice President, Chief Human Resources Officer;

President, Chief Executive Officer ("CEO") and member of the Board of Directors since November 2016.

8 unchanged sentences

During his tenure with Bredero Shaw, Mr.

Mansfield served in numerous roles including Vice President Controller, and Commercial General Manager, Europe, Africa & FSU, and played a key role in strategy development and merger and acquisition activities as the company grew from annual revenues of $100 million to over $900 million.

Mansfield served in numerous roles including Vice President Controller, and Commercial General Manager, Europe, Africa & the former Soviet Union region, and played a key role in strategy development and merger and acquisition activities as the company grew from annual revenues of $100 million to over $900 million . 

He is a Fellow member of the Association of Chartered Certified Accountants .

Grant Dewbre:

1 unchanged sentence

Dewbre was formerly Senior Vice President, Middle East & North Africa for the Company since December 2017.

He was responsible for facilities in Fujairah, U.A.E., Dammam, Saudi Arabia, Gujarat, India, and Beni Suef, Egypt, which was established in 2019 under Mr.

Dewbre’s leadership of the division.

He was responsible for facilities in Fujairah, United Arab Emirates ("U.A.E."), Dammam, Saudi Arabia, Gujarat, India, and Beni Suef, Egypt.

Before joining the Company, Mr.

Dewbre served as Managing Director for Seaway Heavy Lifting in Houston, Texas, a Dutch offshore construction company, which was part of the Subsea 7 group from July 2015 to November 2017.

In addition, he was Senior Vice President for Ceona Offshore, a startup offshore construction specialist company based in London, the United Kingdom from December 2013 to June 2015.

In addition, he was Senior Vice President for Ceona Offshore, a startup offshore construction specialist company based in London, United Kingdom from December 2013 to June 2015.

From March 2004 to November 2013, he held several roles, including project management, sales, and commercial management, in Houston, Texas and Leiden, The Netherlands, for Heerema Marine Contractors, a Dutch offshore construction company specialized in the installation of fixed and floating offshore platforms as well as pipeline installation services.

10 unchanged sentences

From 1992 to 2010, Mr.

Norwood held several senior leadership positions, including CFO of Smith Equipment Rental and Services, LLC, a regional oilfield service provider, Vice President and Treasurer of Key Energy Services, Inc., an oilfield multi-service provider, and Corporate Controller and Vice President Finance-Americas with Bredero Shaw, a global pipe coating provider.

Appointed Vice President and Chief Human Resources Officer in December 2013.

From 2010 to 2012, Mr.

Bosch was Vice President of Human Resources at Pactiv, a $4.0 billion global manufacturer and distributor of food packaging products.

Prior to Pactiv, he led the human resource activities at the North American segment of Barilla America, a $6.3 billion global pasta, sauces and bakery manufacturer and was the Chief Human Resources Officer for water filtration leader Culligan International Company.

Bosch's background spans the entire spectrum of human resources competencies, including mergers, acquisitions and business integration, in start-up, turnaround and high-growth businesses. The scope of his experience also includes communications, legal, ethics and compliance, health safety environment, risk management, payroll, facilities and general administrative services.

On January 3, 2022, Mr.

Bosch provided notice to the Company of his intent to retire as the Company's Vice President and Chief Human Resources Officer effective July 3, 2022.  

AVAILABLE INFORMATION

The Company files with, and furnishes to, the Securities and Exchange Commission ("SEC") reports, including annual meeting materials, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as amendments thereto.

The information on the Company's website is not part of this Annual Report on Form 10-K and is not incorporated into this or any other filings by the Company with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business