What changed in this filing

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Item 1. Business

2024-04-26 compared with 2023-04-27 · 47 added, 69 removed, 62 unchanged (65% of the section changed)

Perma-Pipe International Holdings, Inc., collectively with its subsidiaries ("PPIH", the "Company" or the "Registrant"), is engaged in the manufacture and sale of products in one reportable segment:

Perma-Pipe International Holdings, Inc., collectively with its subsidiaries ("PPIH", the "Company" or the "Registrant"), is engaged in the manufacture and sale of products in one reportable segment:

Piping Systems.

2 unchanged sentences

The Company's fiscal year ends on January 31.

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.

Years, results and balances described as 2024 , 2023 and 2022 are for the fiscal year ending January 31, 2025 and the fiscal years ended January 31, 2024 and 2023 , respectively.

PRODUCTS AND SERVICES

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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, (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines, and (iv) liquid and powder based anti-corrosion coatings applied both to the external and internal surfaces of steel pipe, including shapes like bends, reducers, tees, and other spools/fittings used in pipelines for the transportation of oil and gas products and potable water.

(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, (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines, and (iv) liquid and powder based anti-corrosion coatings applied both to the external and internal surfaces of steel pipe, including shapes such as bends, reducers, tees, and other spools/fittings used in pipelines for the transportation of oil and gas products and potable water.

The Company's leak detection systems are sold with its piping systems or on a stand-alone basis to monitor areas where fluid intrusion may contaminate the environment, endanger personal safety, cause a fire hazard, impair essential services or damage equipment or property.

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Most of the Company's piping systems are produced for underground installations and, therefore, require trenching, which is the responsibility of the general contractor, and completed by unaffiliated installation contractors.

The Company’s piping systems are typically sold as a part of discrete projects, and customer demand can vary by reporting period.

The Company’s piping systems are typically sold as a part of discrete projects, and customer demand can vary by reporting period.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

3 unchanged sentences

Perma-Pipe Middle East LLC

Rolling Meadows, IL

Abu Dhabi, United Arab Emirates

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Camrose, Alberta, Canada

Perma-Pipe Gulf Arabia, LLC

Vars, Ontario, Canada

Dammam, Kingdom of Saudi Arabia

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

Perma-Pipe India Pvt.

Riyadh, Kingdom of Saudi Arabia

Beni Suef, Egypt

Perma-Pipe India Pvt.

Gandhidham, India

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The Company's customer base is industrially and geographically diverse.

In the United States, the Company employs inside and outside sales managers who use and assist a network of independent manufacturers' representatives, none of whom sell products that are competitive with the Company's piping systems.

The Company employs a direct sales force to market and sell products and services in Canada, India, Egypt, and in several countries in the Middle East. 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, 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.

In the United States, the Company employs inside and outside sales managers who use and assist a network of independent manufacturers' representatives, none of whom sell products that are competitive with the Company's piping systems.

The Company employs a direct sales force to market and sell products and services in Canada, India, Egypt, and in several countries in the Middle East.

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, 2024 and 2023 , no one customer accounted for greater than 10% of the Company's consolidated net sales.

As of January 31, 2024 and 2023, no one customer accounted for greater than 10% of accounts receivable.

The Company’s backlog on January 31, 2024 was $68.4 million, compared to $38.5 million on January 31, 2023 , most of which is expected to be completed within the year ending January 31, 2025 .

The increase in the backlog was the result of new awards year-over-year in excess of completed projects during the year in North America and the Middle East.

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

However, by industry practice, orders may be canceled or modified at any time.

If a customer cancels an order, the customer is normally responsible for all finished goods produced or shipped, all direct and indirect costs incurred, and also for a reasonable allowance for anticipated profits.

In the event of a cancellation, the customer is normally responsible for all finished goods produced or shipped, all direct and indirect costs incurred, and also for a reasonable allowance for anticipated profits.

No assurance can be given that these amounts will be recovered after cancellation.

Any cancellation or delay in orders may result in lower than expected revenue from the Company's reported backlog.

Any cancellation or delay in orders may result in lower than expected revenues from the Company's reported backlog.

Additionally, a s a result of the Company's contracts having a duration of less than one year, a practical expedient was applied 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.

Intellectual property.

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These patents are not material to the Company either individually or in the aggregate because the Company believes its sales would not be materially reduced if patent protection was not available.

The Company owns numerous trademarks connected with its piping and leak detection systems throughout the world. 

The basic raw materials used in production are pipes and tubes made of carbon steel, steel alloys, copper, ductile iron, or polymers and various chemicals such as polyols, isocyanate, urethane resin, polyethylene, and fiberglass, which are mostly purchased in bulk quantities.

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

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.

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 2024 , and the resulting future disruptions to the Company’s operations are uncertain.

The piping systems market is highly competitive.

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.

The Company also believes it has a more comprehensive product line than any competitor. 

Research and Development. 

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

The Company also believes it has a more comprehensive product line than any competitor.

Research and Development.

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 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. 

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, 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.

As of January 31, 2024 , the Company had approximately 179 full-time employees working in the United States, of which approximately 76 were under two collective bargaining agreements expiring on April 30, 2024 and March 31, 2025 .

As of January 31, 2024 , there were approximately 640 full-time employees working at the Company's international locations.

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

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Director, President and Chief Executive Officer;

Chief Operating Officer;

Bryan Norwood

Vice President and Chief Financial Officer;

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

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

From 2015 to 2016, Mr.

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& CECO Pipeline Services Co., which provides products and services to the gas transmission, midstream, gas processing, and petrochemical industries.

In this position, he had overall responsibility for the group’s financial affairs, including the development and execution of turnaround plans and the successful negotiation of a corporate refinancing.

From 2009 to 2014, Mr.

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From 1992 to 2009, Mr.

Mansfield was employed with Bredero Shaw, the world’s largest provider of protective coatings for the oil and gas pipeline industry, most recently as Vice President Strategic Planning.

During his tenure with Bredero Shaw, Mr.

Mansfield served in numerous roles including Vice President Controller, and Commercial General Manager, Europe, Africa & 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:

Appointed Chief Operating Officer in July 2021.

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

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, 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.

Dewbre has held various project and plant management and commercial positions in the United States, United Kingdom, Malaysia, Azerbaijan, and at other locations for Bredero Shaw, the world’s largest provider of protective coatings for the oil & gas pipeline industry from October 1992 to February 2004.

Bryan Norwood:

Appointed Vice President and CFO in November 2018.

From 2014 to 2018, Mr.

Norwood served as CFO of API Perforating, LLC, an oilfield service company providing stage perforation and wireline services. 

From 2012 to 2014, Mr.

Norwood served as CFO of Dupre’

Energy Services, LLC, an oilfield service company offering multiple services lines. 

Appointed Vice President and CFO in October 2023, and previously served as Chief Accounting Officer from May 2023 to October 2023.

From 2019 to 2023, Mr.

Norwood was Vice President Finance for the Environmental Services Division of PSC, LLC, a hazardous waste disposal company. 

Lewicki served as Corporate Controller of HMT Holdings Corp, Inc., a global oil and gas manufacturing and infrastructure services company, consisting of manufacturing of above-ground storage tanks and associated materials, oilfield maintenance and repair services, and inspection services.

In this position, Mr.

Lewicki was responsible for the consolidated financial affairs of the worldwide organization, including financial strategy, mergers and acquisitions, and treasury management.

From 2013 to 2019, 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, the world's largest provider of protective coatings for the oil and gas pipeline industry.

Lewicki served as Senior Manager of Financial Planning and Reporting for Quanta Services, Inc., a fortune 300 electric, oil and gas, and telecommunications infrastructure services company.

In this role, Mr.

Lewicki was responsible for overseeing financial reporting and SEC compliance, and financial planning and analysis which consisted of strategic planning, budgeting, forecasting, mergers and acquisition integration, and investment strategy.

He is a Certified Public Accountant in the State of Texas.

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 with, or furnishes such material to, the SEC.

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