Perma-Pipe International Holdings, Inc. 10-Q

Item 1. Financial Statements PERMA-PIPE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended April 30, 2024 2023 Net sales $ 34,321 $ 29,657 Cost of sales 23,804 22,883 Gross profit 10,517 6,774 Operating expenses General and administrative expenses 6,148 5,460 Selling expenses 1,235 1,239 Total operating expenses 7,383 6,699 Income from operations 3,134 75 Interest expense 507 512 Other (expense) income ( 67 ) 72 Income (loss) before income taxes 2,560 ( 365 ) Income tax expense 770 758 Net income (loss) 1,790 ( 1,123 ) Less: Net income attributable to non-controlling interest 347 - Net income (loss) attributable to common stock $ 1,443 $ ( 1,123 ) Weighted average common shares outstanding Basic 7,906 8,004 Diluted 8,056 8,004 Earnings per share attributable to common stock Basic $ 0.18 $ ( 0.14 ) Diluted $ 0.18 $ ( 0.14 ) See accompanying notes to consolidated financial statements. 2 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended April 30, 2024 2023 Net income (loss) $ 1,790 $ ( 1,123 ) Other comprehensive income (loss) Foreign currency translation adjustments, net of tax ( 1,415 ) ( 437 ) Comprehensive income (loss) $ 375 $ ( 1,560 ) Less: Comprehensive income attributable to non-controlling interests 347 - Total comprehensive income (loss) attributable to common stock $ 28 $ ( 1,560 ) See accompanying notes to consolidated financial statements. 3 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) April 30, 2024 January 31, 2024 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 7,674 $ 5,845 Restricted cash 1,390 1,395 Trade accounts receivable, less allowance for credit losses of $ 644 at April 30, 2024 and $ 699 at January 31, 2024 44,276 46,646 Inventories 15,408 15,541 Prepaid expenses and other current assets 12,223 9,697 Unbilled accounts receivable 15,718 16,597 Costs and estimated earnings in excess of billings on uncompleted contracts 2,302 3,097 Total current assets 98,991 98,818 Long-term assets Property, plant and equipment, net of accumulated depreciation 38,211 37,620 Operating lease right-of-use asset 6,165 6,467 Deferred tax assets 8,160 7,919 Goodwill 2,172 2,222 Other long-term assets 3,464 2,665 Total long-term assets 58,172 56,893 Total assets $ 157,163 $ 155,711 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Trade accounts payable $ 24,672 $ 25,323 Accrued compensation and payroll taxes 1,752 1,214 Commissions and management incentives payable 4,967 4,523 Revolving line - North America 5,312 5,519 Current maturities of long-term debt 6,099 4,071 Customers' deposits 5,285 4,264 Operating lease liability short-term 845 914 Other accrued liabilities 7,628 9,039 Billings in excess of costs and estimated earnings on uncompleted contracts 891 495 Income taxes payable 1,959 2,380 Total current liabilities 59,410 57,742 Long-term liabilities Long-term debt, less current maturities 4,069 4,229 Long-term finance obligation 8,982 9,035 Deferred compensation liabilities 1,031 1,212 Deferred tax liabilities 993 1,217 Operating lease liability long-term 6,032 6,270 Loan payable to GIG 2,753 2,753 Other long-term liabilities 1,313 1,275 Total long-term liabilities 25,173 25,991 Non-controlling interest 7,033 6,266 Commitments and contingencies Stockholders' equity Common stock, $.01 par value, authorized 50,000 shares; 8,018 issued and outstanding at April 30, 2024 and 8,017 at January 31, 2024 80 80 Additional paid-in capital 59,870 60,063 Treasury stock, 112 shares at April 30, 2024 and January 31, 2024 ( 968 ) ( 968 ) Retained earnings 13,531 12,088 Accumulated other comprehensive loss ( 6,966 ) ( 5,551 ) Total stockholders' equity 65,547 65,712 Total liabilities and stockholders' equity $ 157,163 $ 155,711 See accompanying notes to consolidated financial statements. 4 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) (Unaudited) Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Stockholders' Equity Total stockholders' equity at January 31, 2024 $ 80 $ 60,063 $ 12,088 $ ( 968 ) $ ( 5,551 ) $ 65,712 Net income - - 1,443 - - 1,443 Stock-based compensation expense - 228 - - - 228 Amount attributable to non-controlling interest - ( 421 ) - - - ( 421 ) Foreign currency translation adjustment - - - - ( 1,415 ) ( 1,415 ) Total stockholders' equity at April 30, 2024 $ 80 $ 59,870 $ 13,531 $ ( 968 ) $ ( 6,966 ) $ 65,547 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Stockholders' Equity Total stockholders' equity at January 31, 2023 $ 80 $ 62,562 $ 1,617 $ ( 26 ) $ ( 6,449 ) $ 57,784 Net loss - - ( 1,123 ) - - ( 1,123 ) Stock-based compensation expense - 229 - - - 229 Foreign currency translation adjustment - - - - ( 437 ) ( 437 ) Total stockholders' equity at April 30, 2023 $ 80 $ 62,791 $ 494 $ ( 26 ) $ ( 6,886 ) $ 56,453 Shares 2024 2023 Balances at beginning of year 8,016,781 8,007,002 Treasury stock retired - - Shares issued, net of shares used for tax withholding 1,200 66,726 Prior period adjustments - ( 56,947 ) Balances at period end 8,017,981 8,016,781 See accompanying notes to consolidated financial statements. 5 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended April 30, 2024 2023 Operating activities Net income (loss) $ 1,790 $ ( 1,123 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 829 915 Deferred tax (benefit) expense ( 269 ) 77 Stock-based compensation expense 228 229 Provision on uncollectible accounts ( 26 ) 26 Gain (loss) from disposal of fixed assets 14 ( 5 ) Changes in operating assets and liabilities Accounts receivable 1,854 1,862 Inventories ( 359 ) 1,813 Costs and estimated earnings in excess of billings on uncompleted contracts 1,191 1,858 Accounts payable ( 268 ) ( 227 ) Accrued compensation and payroll taxes 1,000 1,279 Customers' deposits 1,143 ( 371 ) Income taxes payable ( 694 ) ( 318 ) Prepaid expenses and other current assets ( 2,552 ) ( 570 ) Unbilled accounts receivable 295 ( 359 ) Other assets and liabilities ( 2,826 ) ( 1,275 ) Net cash provided by operating activities 1,350 3,811 Investing activities Capital expenditures ( 2,012 ) ( 3,227 ) Proceeds from insurance recovery for property and equipment - 5 Net cash used in investing activities ( 2,012 ) ( 3,222 ) Financing activities Proceeds from revolving credit lines 18,268 28,333 Payments of debt on revolving credit lines ( 16,405 ) ( 25,527 ) Payments of principal on finance obligation ( 42 ) ( 27 ) Payments of other debt ( 58 ) ( 61 ) Increase (decrease) in drafts payable 794 ( 176 ) Payments on finance lease obligations ( 8 ) ( 83 ) Stock options exercised and taxes paid related to restricted shares vested 8 - Net cash provided by financing activities 2,557 2,459 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 71 ) ( 56 ) Net increase in cash, cash equivalents and restricted cash 1,824 2,992 Cash, cash equivalents and restricted cash - beginning of period 7,240 6,793 Cash, cash equivalents and restricted cash - end of period $ 9,064 $ 9,785 Supplemental cash flow information Cash interest paid $ 248 $ 521 Cash income taxes paid 1,575 939 See accompanying notes to consolidated financial statements. 6 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2024 (In thousands, except per share data, or unless otherwise specified) (Unaudited) 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. Certain 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, 2024 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 2024 and 2023 are for the fiscal year ending January 31, 2025 and for the fiscal year ended January 31, 2024 , respectively. Significant New Accounting Policies Refer to the Company's Annual Report on Form 10 -K for the year ended January 31, 2024 as filed with the SEC on April 26, 2024 for discussion of the Company's significant accounting policies. Subsequent Events The Company has evaluated subsequent events through June 13, 2024 , the date the financial statements were issued. Any material subsequent events that occurred during this time have been properly recognized and/or disclosed in these consolidated financial statements. Note 2 - Business segment reporting The Company is engaged in the manufacture and sale of products in one reportable segment: Piping Systems. The Company engineers, manufactures and sells pre-insulated specialty piping systems, and leak detection systems. Pre-insulated 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. 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 an evaluation of a customer's financial condition. In the United States, collateral is not generally required. In the United Arab Emirates ("U.A.E."), Saudi Arabia, Egypt and India letters of credit are usually obtained for significant orders. Accounts receivable are due within various time periods specified in the terms applicable to the specific customer and are stated as amounts due from customers net of an allowance for claims and doubtful accounts. Standard payment terms are generally net 30 to 60 days. The allowance for doubtful accounts is based on specifically identified amounts in customers' accounts, where future collectability is deemed uncertain. Management may exercise its judgment in adjusting the provision as a consequence of known items, such as current economic factors and credit trends. Past due trade accounts receivable balances are written off when the Company's collection efforts have been unsuccessful in collecting the amount due and the amount is deemed uncollectible. The write off is recorded against the allowance for doubtful accounts. 7 Table of Contents 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 $ 40.1 million as of April 30, 2024 , with a remaining balance due in the amount of $ 1.8 million, all of which pertains to retention clauses within the agreements with the Company's customer, and which become payable by the customer when this project is fully tested and commissioned. Of this amount, $ 1.0 million is classified in other long-term assets on the Company's consolidated balance sheets. The Company has been actively involved in ongoing efforts to collect this outstanding balance. The Company continues to engage with the customer to ensure full payment of the open balances, and during the three months ended April 30, 2024, and at various times throughout 2023, the Company received partial payments to settle $ 0.3 million and $ 0.6 million, respectively, of the customer's outstanding balances. Further, the Company has been engaged by the customer to perform additional work in 2024 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 April 30, 2024 . 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. For the three months ended April 30, 2024 and 2023 , respectively, no one customer accounted for greater than 10% of the Company's consolidated net sales. As of April 30, 2024 and January 31, 2024 , one customer accounted for 11 % of the Company's accounts receivable, and one customer accounted for 12 % of the Company's accounts receivable, respectively. Note 4 - Revenue recognition The Company accounts for its revenues under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers . 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 engineers, and manufactures pre-insulated specialty piping systems mainly relating to the district heating and cooling and oil & gas markets. 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 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, which has no alternative future use, and there is a right to payment for work performed to date plus profit margin. 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 months ended April 30, 2024 are as follows: Three Months Ended April 30, 2024 2023 Sales % of Total Sales % of Total Products $ 3,253 9 % $ 2,842 9 % Specialty Piping Systems and Coating Revenue recognized under input method 10,140 30 % 10,338 35 % Revenue recognized under output method 20,928 61 % 16,477 56 % Total $ 34,321 100 % $ 29,657 100 % The input method as noted in ASC 606 - 10 - 55 - 20 is used by certain 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 "over time" method is the most faithful depiction of the Company’s performance as it measures the value of the goods and services transferred to the customer. Costs include all material, labor, and direct costs incurred to satisfy the performance obligations of the contract. Revenue recognition begins when projects costs are incurred. 8 Table of Contents 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 are made for estimated losses on uncompleted contracts in the contract liabilities account in the period in which such losses are determined. The transaction price associated with the Company's contracts with customers are generally determined based on the fixed amount of consideration as specified in a contract. This may also include variable consideration in certain instances where it is considered probable that a significant reversal of cumulative revenue recognized will not occur. As a result, the amount of consideration ultimately received from the customer can fluctuate due to the variability of future events stated in a contract. Therefore, the aggregate amount of the transaction price includes the fixed consideration contained in a contract that is generally not subject to change and excludes sales and value added taxes, or amounts collected on behalf of third parties, along with any variable consideration. The total transaction price is then allocated to the performance obligations which is eventually recognized as revenue based on the project type and the method that is used to measure the transfer of promised goods and services to customers. Additionally, transaction prices relating to cost-plus contracts are determined by applying the applicable profit margin to costs incurred on contracts, whereas transaction prices relating to fixed price contracts are determined on a lump-sum basis. Further, standard payment terms are generally net 30 to 60 days, which is customer specific. Contract assets and liabilities Contract assets represent revenue recognized in excess of amounts billed for 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 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. In addition, contract assets include receivables or amounts that are billable beyond the passage of time. For additional information, see Note 3 in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10 -K for the year ended January 31, 2024 as filed with the SEC on April 26, 2024, and Unbilled accounts receivable , as further described below. The following table shows the reconciliation of costs in excess of billings and billings in excess of costs: April 30, 2024 January 31, 2024 Costs incurred on uncompleted contracts $ 15,980 $ 21,912 Estimated earnings 10,441 11,270 Earned revenue 26,421 33,182 Less billings to date 25,010 30,580 Costs in excess of billings, net $ 1,411 $ 2,602 Balance sheet classification Contract assets: Costs and estimated earnings in excess of billings on uncompleted contracts $ 2,302 $ 3,097 Contract liabilities: Billings in excess of costs and estimated earnings on uncompleted contracts ( 891 ) ( 495 ) Costs in excess of billings, net $ 1,411 $ 2,602 The Company anticipates that substantially all costs incurred on uncompleted contracts as of April 30, 2024 will be billed and collected within one year . Unbilled accounts receivable The Company has recorded $ 15.7 million and $ 16.6 million of unbilled accounts receivable on the consolidated balance sheet s as of April 30, 2024 and January 31, 2024 , from revenues generated by certain of its subsidiaries. The Company has fulfilled all performance obligations and has recorded revenue under the respective contracts. The deliverables under these contracts have been accepted by the customer and billings will be made once the customer takes possession of or arranges shipping for the products. The Company anticipates that substantially all of the amounts included in unbilled accounts receivable as of April 30, 2024 will be billed within one year. Practical expedients Costs to obtain a contract are not considered to be incremental or material, and project duration generally does not span more than one year. Accordingly, the Company applies the practical expedient for these types of costs and as such, are expensed in the period incurred. As 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. 9 Table of Contents 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. 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 rates ("ETR") for the three months ended April 30, 2024 and 2023 were 30 % and ( 208 %) , respectively. The change in the ETR is due to the inability to recognize tax benefits on losses in the United States due to a partial valuation allowance in the prior period and 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, and withholding taxes in these jurisdictions are considered. As such, the Company has accrued a liability of $ 0.7 million as of April 30, 2024 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 April 30, 2024 , the Company performed an assessment to determine whether there were any triggering events that may have occurred which could indicate that the carrying value of the Company's long-lived assets are not recoverable, and an impairment may exist. Based on this assessment, the Company did not identify any triggering events that would indicate that the carrying amounts may not be recoverable with respect to long-lived assets at April 30, 2024 . 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 April 30, 2024 and January 31, 2024 is attributable to the purchase of the remaining 50 % interest in Perma-Pipe Canada, Ltd., which occurred in 2016. The following table provides a reconciliation of changes in the carrying amount of goodwill: January 31, 2024 Foreign exchange change effect April 30, 2024 Goodwill $ 2,222 $ ( 50 ) $ 2,172 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. During the period ended April 30, 2024 , the Company performed a periodic assessment to determine whether there were any triggering events that may have occurred which could indicate that more likely than not that the fair value of the reporting unit did not exceed its carrying value, resulting in an impairment. Based on this assessment, the Company did not identify any triggering events that would indicate that the fair value is less than the carrying value of the reporting unit at April 30, 2024 and 2023 . Accordingly, the Company did not proceed with performing an impairment test as a result of this periodic assessment. the Company will continue testing for impairment at least annually as of January 31, or as otherwise required by applicable accounting standards. 10 Table of Contents Note 7 - Stock-based compensation 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. 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 April 30, 2024 the Company had reserved a total of 245,150 shares for grants and issuances under these incentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards. 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's 2021 Omnibus Stock Incentive Plan, dated May 26, 2021, was approved by the Company's stockholders in May 2021 ( "2021 Plan"). The 2021 Plan will expire in May 2024. The 2021 Plan authorizes awards to officers, employees, consultants and independent directors. Grants were made to the Company's employees, officers, and independent directors under the 2021 Plan, as described below. Stock-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 April 30, 2024 2023 Restricted stock-based compensation expense $ 228 $ 229 Stock options The Company did not grant any stock options during the three months ended April 30, 2024 . The following table summarizes the Company's stock option activity: Options Weighted Average Exercise Price (Per share) Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding at January 31, 2024 22 $ 11.15 0.7 $ 6 Exercised ( 1 ) 6.85 - 2 Expired or forfeited - 11.39 - - Outstanding and exercisable at April 30, 2024 21 $ 11.39 0.4 $ 7 There was no vesting, expiration or forfeiture of previously unvested stock options during the three months ended April 30, 2024 . In addition , there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvested stock options. 11 Table of Contents Restricted stock The following table summarizes the Company's restricted stock activity for the three months ended April 30, 2024 : Restricted Shares Weighted Average Price (Per share) Aggregate Intrinsic Value Outstanding at January 31, 2024 223 $ 9.33 $ 2,079 Granted - - Vested and issued - - Forfeited or retired for taxes - - Outstanding at April 30, 2024 223 $ 9.33 $ 2,079 As of April 30, 2024 , there was $ 0.8 million of unrecognized compensation expense related to unvested restricted stock granted under the plans. These costs are expected to be recognized over a weighted average period of 1.7 years . Note 8 - Earnings per share Three Months Ended April 30, 2024 2023 Basic weighted average common shares outstanding at April 30, 2024 7,906 8,004 Dilutive effect of equity compensation plans 150 - Weighted average common shares outstanding assuming full dilution 8,056 8,004 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 32 35 Stock options and restricted stock with exercise prices or grant date prices below the average market prices 150 210 Net income (loss) attributable to common stock $ 1,443 $ ( 1,123 ) Earnings per share attributable to common stock Basic $ 0.18 $ ( 0.14 ) Diluted $ 0.18 $ ( 0.14 ) 12 Table of Contents Note 9 - Debt Debt totaled $ 27.3 million and $ 25.7 million at April 30, 2024 and January 31, 2024 , respectively. 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 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. (collectively, the "Borrowers") is a borrower under the Renewed Senior Credit Facility. 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 bear interest at a rate equal to an alternate base rate, SOFR 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 SOFR rate borrowings is the SOFR 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, as well as an additional SOFR adjustment ranging from 0.10 % to 0.25 %, based on the term of the interest 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 financial covenants requiring the North American Loan Parties to achieve a ratio of its EBITDA (as defined in the Renewed Senior Credit Facility) 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. In order to cure any future breach of these covenants 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 compliance on a pro forma basis. The Company was in compliance with respect to these covenants as of April 30, 2024 . 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 April 30, 2024 , the Company had borrowed an aggregate of $ 5.3 million at a rate of 10.0 % and had $ 5.0 million available under the Renewed Senior Credit Facility. As of January 31, 2024 , the Company had borrowed an aggregate of $ 5.5 million and had $ 4.0 million available under the Renewed Senior Credit Facility. 13 Table of Contents 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 leases 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 842, Leases , this transaction was recorded as a failed sale and leaseback as the present value of lease payments exceeded substantially the fair value of the underlying assets. 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 $ 0.2 million is recognized in current maturities of long-term debt and the long-term portion of $ 9.0 million is recognized in long-term finance obligation on the Company's consolidated balance sheets as of April 30, 2024 . 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. United Arab Emirates The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $ 2.2 million at April 30, 2024 ) from a bank in the U.A.E. As of April 30, 2024 the facility has an interest rate of approximately 8.8 %, and is set to expire in July 2024, with intentions to be subsequently renewed and extended thereafter. The Company had borrowed an aggregate of $ 0.2 million as of April 30, 2024 and January 31, 2024 , respectively, and is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. The Company had unused borrowing availability of approximately $ 1.9 million as of April 30, 2024 and January 31, 2024 , respectively. The Company has a revolving line for 20.5 million U.A.E. Dirhams (approximately $ 5.6 million at April 30, 2024 ) from a bank in the U.A.E. As of April 30, 2024 the facility has an interest rate of approximately 8.7 %, and is set to expire in August 2024, with intentions to be subsequently renewed and extended thereafter. The Company had borrowed an aggregate of $ 0.1 million as of April 30, 2024 and January 31, 2024 , respectively, and is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. As of April 30, 2024 and January 31, 2024 , the Company had unused borrowing availability of approximately $ 1.6 million and $ 1.0 million, respectively. Egypt In June 2021, and as renewed or amended subsequently thereafter, 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 $ 2.1 million at April 30, 2024 ). 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. As of April 30, 2024 the facility has an interest rate of approximately 9.5 % and expired in June 2022. This credit arrangement was subsequently renewed in August 2023 with substantially the same terms and conditions, except for the facility interest rate which increased to 20.8 %, and expires in August 2024. This credit arrangement was subsequently renewed in November 2023 with substantially the same terms and conditions and expires in November 2024. As of April 30, 2024 , the Company had substantially nothing outstanding with respect to this credit arrangement, and approximately $ 1.4 million outstanding at January 31, 2024 , which is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. Further, as of April 30, 2024 and January 31, 2024 , the Company had unused borrowing capacity of $ 2.1 million and $ 3.2 million, respectively. 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 2.1 million Egyptian Pounds (approximatel y $ 0.1 mi llion at April 30, 2024 ). 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 11.0 % and, as of November 2022, is no longer available for borrowings by the Company. The facility will expire in connection with final customer balance collections and the completion of the project. The Company had approximately $ 0.1 million outstanding as of April 30, 2024 and January 31, 2024 , respectively, and is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. Saudi Arabia 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 37.0 million Saudi Riyals (approximately $ 9.9 million at April 30, 2024 ). 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 was renewed in May 2024 with substantially the same terms and conditions and expires in May 2025. As of April 30, 2024 , the facility has an interest rate of approximately 9.5 %. The Company had borrowed an aggregate of $ 4.1 million and $ 3.2 million as of April 30, 2024 and January 31, 2024 , respectively, and is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. The unused borrowing availability attributable to this credit arrangement at April 30, 2024 and January 31, 2024 , was $ 5.4 million and $ 6.1 million, respectively. 14 Table of Contents 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. The amount of foreign subsidiary debt guaranteed by the Company was approxim ately $ 0.3 million and $ 0.1 million at April 30, 2024 and January 31, 2024 , respectively. The Company was in compliance with the covenants under the credit arrangements in the U.A.E., Egypt and Saudi Arabia as of April 30, 2024 , with the exception of those arrangements that have expired or are set to expire and have not yet been renewed. Although certain of the arrangements have expired and the borrowings could be required to be repaid immediately by the banks, the Company is in regular communication with the respective banks throughout the renewal process and all of the arrangements have continued without interruption or penalty. On April 30, 2024 , interest rates were based on (i) 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; (ii) either the Central Bank of Egypt corporate loan rate plus 1.5 % to 3.5 % per annum or the stated interest rate in the agreements for the Egypt credit arrangements; and (iii) the Saudi Inter-Bank Offered Rate plus 3.5 % for the Saudi Arabia credit arrangement. Based on these base rates, as of April 30, 2024 , the Company's interest rates ranged from 8.7 % to 20.8 %, with a weighted average rate of 11.5 %, and the Company had facility limits totaling $ 24.7 million under these credit arrangements. As of April 30, 2024 , $ 6.7 million o f availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, as of April 30, 2024 , the Company had borrow ed $ 8.4 million and had an additional $ 13.0 million of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances were included as a component of current maturities of long-term debt in the Company's consolidated balance sheets as of April 30, 2024 and January 31, 2024 . In June 2023, the Company assumed a promissory note of approximately $ 2.8 million in connection with the formation of the joint venture with Gulf Insulation Group (see Note 15 ). In accordance with the promissory note, all principal is due and payable on the maturity date of April 9, 2026, with the option to prepay, in whole or in part, at any time prior to the maturity date, without premium or penalty. 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 April 30, 2024 , the remaining balance on the mortgage in Canada is approximately CAD 6.00 million (approximately $ 4.4 million at April 30, 2024 ). The interest rate is variable, and was 9.1 % at April 30, 2024 . The principal balance is included as a component of long-term debt, less current maturities in the Company's consolidated balance sheets and is presented net of issuance costs of $ 0.1 million as of April 30, 2024 and January 31, 2024 , respectively. Note 10 - Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities short-term, and operating lease liabilities long-term in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt less current maturities in the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. In calculating the ROU asset and lease liability, the Company elects to combine lease and non-lease components. Additionally, the Company excludes short-term leases having an initial term of 12 months or less in accordance with the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. Operating Leases. In August 2020, the Company entered into a new lease in Abu Dhabi for land upon which the Company built a facility. The initial annual payments were approximately 1.2 million U.A.E. Dirhams (approximatel y $ 0.3 million at April 30, 2024), inclusive of rent, escalation clauses, and other common charges contained in the agreement. Rent payments previously deferred until August 2022 have commenced, and the lease expires in August 2050. In March and December 2022, the Company served Notices of Termination to its lessor for the Company's lease of land and buildings in Fujairah in the U.A.E. The Company served the Notices of Termination in connection with the Company's intended relocation to a different facility in Abu Dhabi. The Company vacated portions of the leased space in December 2022 and expects to vacate the remaining space in December 2024. The first Notice of Termination required that the Company pay an additional amount equal to three months' rent after that 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 April 30, 2024 . The termination resulted in decreases of $ 0.4 million, $ 6.0 million and $ 5.5 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, 2024 . The termination also resulted in a decrease in rent expense of $ 1.1 million in the consolidated statement of operations for the year ended January 31, 2023. There were no other adjustments in connection with these terminations for the year ended January 31, 2024, or during the three months ended April 30, 2024 . At April 30, 2024 , the Company had total operating lease liabilities of $ 6.9 million and operating ROU assets of $ 6.2 million , which are reflected in the consolidated balance sheets. At April 30, 2024 , the Company also had total finance lease liabilities of $ 0.1 million included in current maturities of long-term debt , and total finance ROU assets of $ 0.4 million which were included in property plant and equipment, net of accumulated depreciation in the consolidated balance sheets. Finance Leases. 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 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. At April 30, 2024 , the Company also had finance lease liabilities of $ 0.1 million included in current maturities of long-term debt and long-term debt less current maturities , and financial ROU assets of $ 0.4 million which were included in property plant and equipment, net of accumulated depreciation in the consolidated balance sheets. 15 Table of Contents Supplemental balance sheet information related to leases is as follows: Operating and Finance leases: April 30, 2024 January 31, 2024 Finance leases assets: Property and Equipment - gross $ 949 $ 970 Accumulated depreciation and amortization ( 562 ) ( 536 ) Property and Equipment - net $ 387 $ 434 Finance lease liabilities: Finance lease liability short-term $ 32 $ 113 Finance lease liability long-term 71 - Total finance lease liabilities $ 103 $ 113 Operating lease assets: Operating lease ROU assets $ 6,165 $ 6,467 Operating lease liabilities: Operating lease liability short-term $ 845 $ 914 Operating lease liability long-term 6,032 6,270 Total operating lease liabilities $ 6,877 $ 7,184 Total lease costs consist of the following: Three Months Ended April 30, Lease costs Consolidated Statements of Operations Classification 2024 2023 Finance Lease Costs Amortization of ROU assets Cost of sales $ 38 $ 53 Interest on lease liabilities Interest expense 2 3 Operating lease costs Cost of sales, SG&A expenses 455 456 Short-term lease costs (1) Cost of sales, SG&A expenses 143 179 Sub-lease income SG&A expenses - ( 20 ) Total Lease costs $ 638 $ 671 ( 1 ) Includes variable lease costs, which are not material. 16 Table of Contents Supplemental cash flow information related to leases is as follows: Three Months Ended April 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Financing cash outflows from finance leases $ 8 $ 83 Operating cash outflows from finance leases 2 3 Operating cash outflows from operating leases 454 468 ROU assets obtained in exchange for new lease obligations: Operating leases liabilities $ - $ 129 Weighted-average lease terms and discount rates are as follows: April 30, 2024 Weighted-average remaining lease terms (in years): Finance leases 3.0 Operating leases 13.8 Weighted-average discount rates: Finance leases 6.9 % Operating leases 9.8 % Maturities of lease liabilities as of April 30, 2024 , is as follows: Operating Leases Finance Leases For the nine months ending January 31, 2024 $ 1,416 $ 28 For the year ended January 31, 2026 1,714 38 For the year ended January 31, 2027 1,701 38 For the year ended January 31, 2028 1,656 9 For the year ended January 31, 2029 1,286 - For the year ended January 31, 2030 499 - Thereafter 6,982 - Total lease payments $ 15,254 $ 113 Less: amount representing interest ( 8,377 ) ( 10 ) Total lease liabilities at April 30, 2024 $ 6,877 $ 103 Rent expense on operating leases, which is recorded on straight-line basis, was $ 0.6 million for the three months ended April 30, 2024 and 2023 , respectively. Note 11 - Restricted cash Restricted cash held by foreign subsidiaries is related to fixed deposits that also serve as security deposits and guarantees: April 30, 2024 January 31, 2024 Cash and cash equivalents $ 7,674 $ 5,845 Restricted cash 1,390 1,395 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 9,064 $ 7,240 17 Table of Contents Note 12 - Fair value The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered reasonable estimates of fair value due to their short-term nature. The carrying amount of the Company's short-term debt, revolving lines 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 The Company evaluated recent accounting pronouncements and does not expect any to have a material impact on its consolidated financial statements or related disclosures. Note 14 - Treasury stock The repurchase program approved on October 4, 2021 authorized the Company to use up to $ 3.0 million for the purchase of its outstanding shares of common stock. Stock repurchases were permitted to be executed through open market or privately negotiated transactions, depending upon current market conditions and other factors. On December 7, 2022 the Board of Directors authorized the use of $ 1.0 million remaining under the share repurchase program previously approved on October 4, 2021 that expired on October 3, 2022. During the twelve months ended January 31, 2024 , the Company used the remaining $ 1.0 million authorized to repurchase its outstanding shares of common stock. Accordingly, t here was no repurchase activity with respect to the Company's shares of common stock during the three months ended April 30, 2024 . Note 15 - Noncontrolling interest On June 1, 2023, the Company closed on its formation of a joint venture ("the JV", and the agreement governing the JV, "the JV Agreement") with Gulf Insulation Group ("GIG"), a leading provider of pre-insulated piping systems and pipe fabrication, in which the Company acquired a 60 % controlling financial interest and contributed assets consisting of a building and equipment. The JV is a limited liability company named Perma Pipe Gulf Arabia Industry and is a closed joint stock company established under the laws of the Kingdom of Saudi Arabia. The JV's capital is comprised of ordinary shares with 60% owned by the Company and remaining 40 % owned by GIG. The Company expects this collaborative business arrangement to result in expanding its market presence in Saudi Arabia, Kuwait, and Bahrain. The primary business activities of the JV include the manufacture and sale of the pre-insulated piping systems and pipe coating services. The other party to this business arrangement acquired a 40% non-controlling interest by contributing assets to the JV of approximately $ 6.8 million in fair value, mainly consisting of an idle building and equipment. The fair value of the net assets contributed was determined through the use of a third -party appraiser using the indirect cost method. Pursuant to the applicable guidance in ASC 805, Business Combinations and Noncontrolling Interests , the Company determined that the transaction did not meet the necessary conditions to be considered a business as the set of assets acquired did not contain an organized workforce and therefore was recorded as an asset acquisition. The assets transferred by the Company to the JV were recorded at historical cost, and no gain was recognized as a result of this exchange since the Company has a controlling interest in the JV. The Company’s measurement of the acquired assets is comprised of the fair value of the contributed net assets given up by the Company and the fair value of the non-controlling interest excluding the contributed assets. The non-controlling interest attributable to the other party was recorded as of the investment date and was measured as part of the carrying amount of the ownership interest in the net assets given up by the Company plus the fair value of the non-controlling interest excluding the contributed assets. No gain or loss was recognized as a result of this exchange. The Company also assumed a promissory note payable to GIG issued as part of the formation of the JV in the principal amount of $ 2.8 million. The principal amount is presented within the Long-term debt, less current maturities caption in the Company's consolidated balance sheets. The Company also has a promissory note due from the JV that was issued as part of the formation of the JV in the amount of approximately $ 4.2 million and eliminates in consolidation. The Company has a 60% controlling financial interest in the JV which is not considered a wholly owned subsidiary. Accordingly, there remains a minority portion of the equity interest that is owned by a third party, GIG. Pursuant to the applicable guidance contained in ASC 810, Consolidations , the balance sheets and operating activities of this investment are included in the Company's consolidated financial statements. T he carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $ 26.3 million and $ 17.7 million, respectively, as of April 30, 2024 . The Company adjusts net income in the consolidated statements of operations to exclude the proportionate share of results that is attributable to the non-controlling interest. Additionally, the Company presents the proportionate share that is attributable to the redeemable non-controlling interest as temporary equity within the consolidated balance sheets. This mezzanine presentation is the result of the non-controlling interest being subject to a put option that is not solely within the Company's control and in connection with the equity shares of the business arrangement that is redeemable at any time after five years following the date of formation. The redemption amount per the JV Agreement is at fair value of the non-controlling interest which represents the fair value of ordinary shares of the JV that is owned by GIG. Further, neither the call option or put option contained in the JV Agreement met the definition of a derivative as a result of not containing a net settlement provision and the shares not being readily convertible to cash, thereby being considered embedded with respect to non-controlling interest and not a freestanding instrument. As a result of the non-controlling interest being subject to redemption rights that are not entirely within the Company's control, it was concluded that the necessary conditions were met to be accounted for in accordance with ASC 480, Distinguishing Liabilities from Equity . Pursuant to this accounting standard, the Company determined that the only criteria for the security to become redeemable is the passage of time and, therefore, is considered probable of redemption. The Company made a policy election to measure changes in the non-controlling interest immediately as they occur and adjust the carrying amount of non-controlling interest equal to its redemption amount as the non-controlling interest has no stated fixed price or fixed date. As such, at each subsequent balance sheet date following the formation of the JV, the Company must determine whether further adjustment is required to increase the carrying value of the redeemable non-controlling interest. If the Company determines that the fair value of the redeemable non-controlling interest exceeds its carrying value, an adjustment is made to reflect this change. However, if the value is determined to be less than its carrying value, such adjustment is limited to its original carrying value at the formation of the business arrangement. Additionally, adjustments made to reflect the change in the value of the redeemable non-controlling interest are offset against permanent equity within the Company's consolidated balance sheets. Net income attributable to GIG was $ 0.3 million and $ 0.0 million for the three months ended April 30, 2024 and 2023 , respectively. The proportionate share of net income was accounted for as a reduction in deriving net income attributable to common stock in the Company's consolidated statements of operations. The Company is the ultimate parent of the JV through its 60% controlling financial interest and as part of the JV Agreement majority control of the operational activities of the JV and no joint control exists. The JV Agreement has no veto or kickout rights and board voting is proportional to the ownership interest. Certain activities do include a two -thirds majority affirmative vote of shareholders of the JV and include acquiring another company, establishing new subsidiaries, entering another partnership or joint venture, engaging in any merger or materially changing the business of the JV. These are considered protective rights. The 60% equity ownership of the JV by the Company allows it to receive its proportionate share of losses and residual returns. The non-controlling interest as measured at fair value was $ 7.0 million and $ 6.3 million, and was recorded within temporary equity at April 30, 2024 and January 31, 2024 , respectively. The change in non-controlling interest consists of $ 0.3 million in current year net income attributable to non-controlling interest, and approximately $ 0.4 million as an adjustment in the carrying value of the redeemable non-controlling interest pertaining to the business arrangement. In addition, there were no dividends or any other form of distributions from non-controlling interest for the period ended April 30, 2024 and January 31, 2024 , respectively. 18 Table of Contents