Perma-Pipe International Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of January 31, 2025. The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of January 31, 2025, our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting, as described below. Management's Annual Report on Internal Control Over Financial Reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As required by Rule 13a-15(c) under the Exchange Act, the Company's management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's internal control over financial reporting as of January 31, 2025 . The framework on which such evaluation was based is contained in the report entitled "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on management's evaluation, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2025, due to the material weaknesses identified below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows: • We did not design and maintain effective controls in response ot the risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement in financial reporting. This contributed to the following material weaknesses; • We did not design and maintain effective certain controls over financial reporting relating to the review and approval of manual journal entries, review of the financial close process, including the statement of cash flows, and review of certain financial policies and procedures; • We did not design and maintain effective controls at operating locations in the Middle East and North Africa ("MENA"), including not maintaining sufficient documentation to support an evaluation that controls over business processes were designed and operating effectively. These material weaknesses resulted in adjustments to property, plant, and equipment, net of accumulated depreciation, trade accounts payable, trade accounts receivable, and the statement of cash flows. These adjustments resulted in a revision of the unaudited consolidated financial statements as of and for the period ended April 30, 2024, a restatement as of and for the period ended July 31, 2024 and material adjustments as of and for the period ended October 31, 2024. • We did not design and maintain effective controls over information technology general controls ("ITGCs"), specifically controls over the timely review of user access and administrative access to adequately restrict access, program change management, computer operations, and program development; • We did not design and maintain effective controls over managements review of the completeness and accuracy of certain system-generated reports. These material weaknesses did not result in a misstatement to the Company's annual or interim financial statements. Each of these material weaknesses could result in a material misstatement of substantially all accounts and disclosures in the Company's annual or interim financial statements that would not be prevented or detected on a timely basis. 21 Table of Contents Remediation Plan for the Material Weaknesses in Internal Control over Financial Reporting To address these matters, the Company has begun implementing its remediation plan. Our ongoing remediation plans include the following: (i) performing an entity wide risk assessment to identify relevant risks and changes to those relevant risks to our financial reporting; ii) designing and implementing controls to identify and evaluate changes in our business and the impact on our internal control over financial reporting; (iii) engaging outside consultants with expertise relating to ITGCs to document processes, assist in addressing the design and operating ITGCs, monitoring and testing reviews focusing on systems supporting our financial reporting process (iv) designing and maintaining controls and documentation evidencing those ITGCs for knowledge transfer and function changes, including access and program control and change management, computer operations, and program development, (v) designing and maintaining effective controls to review the completeness and accuracy of certain system-generated reports; and (vi) outsourcing certain functions to third-party providers, specifically relating to servers and firewalls, and managed detection and response. Our remediation plans related to entity level controls, financial reporting controls, and business process controls include: (i) enhancing the design of controls for the review of and posting of journal entries; (ii) evaluating and updating documented formal accounting policies, financial reporting, processes and procedures; and overall internal control procedures; and (iii) updating the design of controls for the preparation and review of the financial close process, including the statement of cash flows. In addition to the items noted above, our remediation plans related to our MENA locations include: (i) evaluating and updating the Company's evidence of internal control policies and procedures; (ii) enhancing the design of controls over business processes that are relevant to our MENA locations; and (iii) formalizing our financial reporting processes and procedures. The Company anticipates the actions described above will strengthen the Company's internal control over financial reporting and will address the related material weaknesses described above. However, the material weaknesses cannot be considered fully remediated until the necessary controls have been appropriately designed and implemented. The remediation processes and procedures will also need to be in operation for a period of time and management conclude through testing, that these controls are operating effectively. Changes in Internal Control over Financial Reporting . There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange during the fourth quarter of the fiscal year ended January 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of Registered Public Accounting Firm. This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement. ITEM 9B. OTHER INFORMATION Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 22 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2025 annual meeting of stockholders. Information with respect to executive officers of the Company is included in Part I, Item 1, hereof under the caption "Information about our Executive Officers". ITEM 11. EXECUTIVE COMPENSATION Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2025 annual meeting of stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plan Information The following table provides information regarding the number of shares of common stock that may be issued upon exercise of outstanding options, warrants and rights under the Company's equity compensation plans and the weighted average exercise price and number of shares of common stock remaining available for issuance under those plans as of January 31, 2025. Number of shares to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) Plan Category (a)(1) (b)(1) (c)(2) Equity compensation plans approved by stockholders 600 $6.85 422,445 (1) The amounts shown in columns (a) and (b) of the above table do not include 229,771 outstanding shares of restricted stock granted under the Company's previous stock incentive plans, including the 2021 Omnibus Stock Incentive Plant dated May 26, 2021 ("2021 Plan") and the 2024 Omnibus Stock Incentive Plan dated July 2024 ("2024 Plan"). (2) The 2021 Plan expired on May 26, 2024. The 2024 Plan will expire in July 2027. The other information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2025 annual meeting of stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2025 annual meeting of stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2025 annual meeting of stockholders. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a. List of documents filed as part of this report: (1) Financial Statements - Consolidated Financial Statements of the Company Refer to Part II, Item 8 of this report. (2) Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts (3) Report of Registered Public Accounting Firm ( PricewaterhouseCoopers LLP , Houston, Texas , Auditor Firm ID 238 ) (4) Report of Registered Public Accounting Firm (Grant Thornton LLP, Houston, Texas, Auditor Firm ID 248) b. Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report. c. The response to this portion of Item 15 is submitted under 15a(2) above. 23 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Perma-Pipe International Holdings, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Perma-Pipe International Holdings, Inc. and its subsidiaries (the "Company") as of January 31, 2025, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for the year then ended, including the related notes and schedule of valuation and qualifying accounts for the year then ended appearing under Item 15, (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Specialty Piping Systems and Coating Revenue Recognition under the Input Method As described in Notes 2 and 4 to the consolidated financial statements, approximately $46 million of the Company’s revenue for year ended January 31, 2025 relates to specialty piping systems and coating revenue recognized over time under the input method. Under this approach, income is recognized in each reporting period based on the status of the uncompleted contracts and the current estimates of costs to complete. The amount of revenue recognized is determined by the relationship of costs incurred to the total estimated costs of the contract. 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 accurate depiction of the Company’s performance as it measures the value of the goods and services transferred to the customer. Costs include material, labor, and direct costs incurred to satisfy the performance obligations of the contract. Revenue recognition begins when project costs are incurred. The principal considerations for our determination that performing procedures relating to specialty piping systems and coating revenue recognition under the input method is a critical audit matter are (i) the significant judgment by management when developing the estimated total costs to complete the contracts and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the total costs to complete. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, for certain open contracts (i) testing management’s process for developing the estimated total costs to complete and (ii) evaluating the reasonableness of the significant assumptions used by management related to the estimated total costs to complete. Evaluating the reasonableness of the significant assumptions related to the estimated total costs to complete involved considering (i) the terms of the contracts and other documents that support those estimates ; (ii) using actual costs to date to assess the reasonableness of the estimate of the remaining costs to complete the contract; and (iii) performing a retrospective review of certain open contracts as of January 31, 2024 to evaluate actual costs incurred to estimated costs. /s/ PricewaterhouseCoopers LLP Houston, Texas May 1, 2025 We have served as the Company’s auditor since 2024. 24 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Perma-Pipe International Holdings, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Perma-Pipe International Holdings, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of January 31, 2024, the related consolidated statement of operations, comprehensive income, stockholders’ equity, and cash flows for the period ended January 31, 2024, and the related notes and financial statement schedule included in Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024, and the results of its operations and its cash flow for the period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor from 2004 to 2024. Houston, Texas April 26, 2024 (except for Note 13, as to which the date is May 1, 2025) 25 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year ended January 31, 2025 2024 Net sales $ 158,384 $ 150,668 Cost of sales 105,136 109,210 Gross profit 53,248 41,458 Operating expenses General and administrative expenses 28,000 22,591 Selling expense 4,947 5,508 Total operating expenses 32,947 28,099 Income from operations 20,301 13,359 Interest expense 1,940 2,266 Other income (expense) 107 ( 1,202 ) Income before income tax 18,468 9,891 Income tax expense (benefit) 5,377 ( 3,320 ) Net income 13,091 13,211 Less: Net income attributable to non-controlling interest 4,108 2,740 Net income attributable to common stock $ 8,983 $ 10,471 Weighted average common shares outstanding Basic 7,956 7,977 Diluted 8,015 8,073 Earnings per share attributable to common stock Basic $ 1.13 $ 1.31 Diluted $ 1.12 $ 1.30 See accompanying notes to consolidated financial statements. 26 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year ended January 31, 2025 2024 Net income $ 13,091 $ 13,211 Other comprehensive income Currency translation adjustments, net of tax ( 2,646 ) 898 Comprehensive income $ 10,445 $ 14,109 Less: Comprehensive income attributable to non-controlling interest 4,108 2,740 Total comprehensive income attributable to common stock $ 6,337 $ 11,369 See accompanying Notes to Consolidated Financial Statements. 27 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) January 31, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 15,716 $ 5,845 Restricted cash 1,401 1,395 Trade accounts receivable, less allowance for doubtful accounts of $ 703 at January 31, 2025 and $ 699 at January 31, 2024 43,148 46,646 Inventories 16,622 15,541 Prepaid expenses and other current assets 10,045 9,697 Unbilled accounts receivable 18,936 16,597 Costs and estimated earnings in excess of billings on uncompleted contracts 2,934 3,097 Total current assets 108,802 98,818 Long-term assets Property, plant and equipment, net of accumulated depreciation 35,365 37,620 Operating lease right-of-use asset 8,199 6,467 Deferred tax assets 6,639 7,919 Goodwill 2,057 2,222 Other long-term assets 4,179 2,665 Total long-term assets 56,439 56,893 Total assets $ 165,241 $ 155,711 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Trade accounts payable $ 23,691 $ 25,323 Accrued compensation and payroll taxes 1,388 1,214 Commissions and management incentives payable 5,840 4,523 Revolving line - North America 6,765 5,519 Current maturities of long-term debt 2,481 4,071 Customers' deposits 2,506 4,264 Operating lease liability short-term 1,071 914 Other accrued liabilities 6,697 9,039 Billings in excess of costs and estimated earnings on uncompleted contracts 1,249 495 Income taxes payable 2,375 2,380 Total current liabilities 54,063 57,742 Long-term liabilities Long-term debt, less current maturities 3,669 4,229 Long-term finance obligation 11,551 11,788 Deferred compensation liabilities 1,689 1,212 Deferred tax liabilities 1,320 1,217 Operating lease liability long-term 7,713 6,270 Other long-term liabilities 2,131 1,275 Total long-term liabilities 28,073 25,991 Non-controlling interest 10,967 6,266 Commitments and contingencies Stockholders' equity Common stock, $ .01 par value, authorized 50,000 shares; 7,983 issued and outstanding at January 31, 2025 and 8,017 issued and outstanding at January 31, 2024 80 80 Additional paid-in capital 60,151 60,063 Treasury stock, no shares at January 31, 2025 and 112 shares at January 31, 2024 - ( 968 ) Retained earnings 20,104 12,088 Accumulated other comprehensive loss ( 8,197 ) ( 5,551 ) Total stockholders' equity 72,138 65,712 Total liabilities and stockholders' equity $ 165,241 $ 155,711 See accompanying notes to consolidated financial statements. 28 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Stockholders' Equity Total stockholders' equity on January 31, 2023 $ 80 $ 62,562 $ 1,617 $ ( 26 ) $ ( 6,449 ) $ 57,784 Net income - - 10,471 - - 10,471 Common stock issued under stock plans, net of shares used for tax withholding - ( 274 ) - - - ( 274 ) Repurchase of common stock - - - ( 942 ) - ( 942 ) Stock-based compensation expense - 913 - - - 913 Acquisition-related adjustment - ( 3,138 ) - - - ( 3,138 ) Foreign currency translation adjustment - - - - 898 898 Total stockholders' equity on January 31, 2024 $ 80 $ 60,063 $ 12,088 $ ( 968 ) $ ( 5,551 ) $ 65,712 Net income - - 8,983 - - 8,983 Common stock issued under stock plans, net of shares used for tax withholding 1 ( 126 ) - - - ( 125 ) Retirement of treasury stock ( 1 ) - ( 967 ) 968 - - Stock-based compensation expense - 860 - - - 860 Amount attributable to non-controlling interest - ( 646 ) - - - ( 646 ) Foreign currency translation adjustment - - - - ( 2,646 ) ( 2,646 ) Total stockholders' equity on January 31, 2025 $ 80 $ 60,151 $ 20,104 $ - $ ( 8,197 ) $ 72,138 Shares 2024 2023 Balances at beginning of year 8,016,781 8,007,002 Treasury stock retired ( 112,015 ) - Shares issued, net of shares used for tax withholding 77,802 66,726 Prior year adjustments - ( 56,947 ) Balance end of year 7,982,568 8,016,781 See accompanying notes to consolidated financial statements. 29 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year ended January 31, 2025 2024 Operating activities Net income $ 13,091 $ 13,211 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 3,629 3,830 Deferred tax expense (benefit) 1,617 ( 6,920 ) Stock-based compensation expense 860 913 Provision on uncollectible accounts 4 89 (Gain) loss on disposal of fixed assets 292 ( 6 ) Changes in operating assets and liabilities Accounts payable ( 1,169 ) 8,814 Accrued compensation and payroll taxes 1,530 ( 1,144 ) Inventories ( 1,817 ) ( 830 ) Customers' deposits ( 1,637 ) 2,315 Income taxes receivable and payable - 144 Prepaid expenses and other current assets ( 447 ) ( 2,849 ) Accounts receivable 2,465 ( 4,859 ) Costs and estimated earnings in excess of billings on uncompleted contracts 916 ( 1,218 ) Unbilled accounts receivable ( 2,987 ) ( 5,053 ) Other assets and liabilities ( 2,419 ) 8,294 Net cash provided by operating activities 13,928 14,731 Investing activities Capital expenditures ( 2,875 ) ( 11,106 ) Proceeds from insurance recovery for property and equipment - 5 Proceeds from sales of property and equipment 27 3 Net cash used in investing activities ( 2,848 ) ( 11,098 ) Financing activities Proceeds from revolving lines 76,344 155,706 Payments of debt on revolving lines ( 76,540 ) ( 156,996 ) Payments of principal on finance obligation ( 360 ) ( 118 ) Payments of other debt - ( 243 ) Decrease in drafts payable 46 ( 197 ) Payments on finance lease obligations, net ( 218 ) ( 193 ) Repurchase of common stock - ( 942 ) Stock options exercised and taxes paid related to restricted shares vested ( 179 ) ( 273 ) Net cash used in financing activities ( 907 ) ( 3,256 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 296 ) 70 Net increase in cash, cash equivalents and restricted cash 9,877 447 Cash, cash equivalents and restricted cash - beginning of period 7,240 6,793 Cash, cash equivalents and restricted cash - end of period $ 17,117 $ 7,240 Supplemental cash flow information Interest paid $ 1,928 $ 2,285 Income taxes paid 3,714 3,283 Fixed assets acquired under financing leases - non-cash - 139 Fixed assets acquired - non-cash $ 21 $ - See accompanying notes to consolidated financial statements. 30 Table of Contents PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JANUARY 31, 2025 AND 2024 (Tabular amounts in thousands, except per share data, or unless otherwise specified) Note 1 - Business information Perma-Pipe International Holdings, Inc. ("PPIH", the "Company", "we", "our" or the "Registrant") was incorporated in Delaware on October 12, 1993. The Company is engaged in the manufacture and sale of products in one distinct segment: Piping Systems. Fiscal year. The Company's fiscal year ends on January 31. Years, results and balances described as 2024 and 2023 are for the fiscal years ended January 31, 2025 and 2024 , respectively. Nature of business. The Company engineers, designs, manufactures and sells specialty piping systems, and leak detection systems. Specialty piping systems include: (i) insulated and jacketed district heating and cooling ("DHC") piping systems for efficient energy distribution from central energy plants to multiple locations, (ii) primary and secondary containment piping systems for transporting chemicals, hazardous fluids and petroleum products, and (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines. The Company's leak detection systems are sold with its piping systems or on a stand-alone basis, to monitor areas where fluid intrusion may contaminate the environment, endanger personal safety, cause a fire hazard, impair essential services or damage equipment or property. Geographic information. Net sales attributed to a geographic area are based on the destination of the product shipment. Sales to foreign customers were 66.6 % in 2024 compared to 65.6 % in 2023 . Long-lived assets are based on the physical location of the assets and consist of property, plant and equipment. 2024 2023 Net sales United States $ 52,956 $ 51,893 Canada 31,002 31,351 Middle East/North Africa/India 74,014 63,880 Europe 333 559 Other 79 2,985 Total net sales $ 158,384 $ 150,668 Property, plant and equipment, net of accumulated depreciation United States $ 4,650 $ 5,600 Canada 9,622 10,775 Middle East/North Africa/India 21,093 21,245 Total property, plant and equipment, net of accumulated depreciation $ 35,365 $ 37,620 31 Table of Contents Note 2 - Significant accounting policies Use of estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition. During 2024 and 2023 and in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , the Company recognizes revenue for certain contracts when a customer obtains control of promised goods or services. Other contracts recognize revenues using periodic recognition of income. For these contracts, the Company uses the "over time" accounting method. Under this approach, income is recognized in each reporting period based on the status of the uncompleted contracts and the current estimates of costs to complete. The amount of revenue recognized is determined by the relationship of costs incurred to the total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contracts in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable, the amount can be reliably estimated, and the amount is not subject to reversal. See Note 4 - Revenue recognition, in the Notes to Consolidated Financial Statements, for further information relating to input and output accounting methods. Shipping and handling. Shipping and handling costs are included in cost of sales, and the amounts invoiced to customers relating to shipping and handling are included in net sales. Operating cycle. The length of contracts varies but are typically less than one year. The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion unless completion of such contracts extends significantly beyond one year. Consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries. This includes all wholly owned subsidiaries as well as certain joint ventures in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated. Translation of foreign currency. Assets and liabilities of consolidated foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at year-end. Revenues and expenses are translated at average exchange rates prevailing during the year. The resulting translation adjustments are included in stockholders' equity as part of accumulated other comprehensive loss. Gains or losses on foreign currency transactions and the related tax effects are reflected in net income. The aggregate foreign exchange transaction loss recognized in the income statement was $ 0.3 million and $ 0.1 million in 2024 and 2023, respectively. Additionally, translation adjustments attributable to intercompany transactions, such as loans and receivables, are included in stockholders' equity as part of accumulated other comprehensive loss . Contingencies. The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, including those involving environmental, tax, product liability and general liability claims. The Company accrues for such liabilities when it is probable that future costs will be incurred, and the amount can be reasonably estimated. Such accruals are based on developments to date, the Company's estimates of the outcomes of these matters, and its experience in contesting, litigating and settling other similar matters. The Company does not currently anticipate the amount of any ultimate liability with respect to these matters will materially affect the Company's financial position, liquidity, or future operations. Cash and cash equivalents. All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. Cash and cash equivalents was $ 15.7 million and $ 5.8 million as of January 31, 2025 and 2024 , respectively. On January 31, 2025 , $ 0.3 million was held in the United States and $ 15.4 million was held by foreign subsidiaries. On January 31, 2024 , less than $ 0.1 million was held in the United States and $ 5.7 million was held by foreign subsidiaries. 32 Table of Contents Restricted cash. There was no restricted cash held in the United States on January 31, 2025 or 2024 . Restricted cash held by foreign subsidiaries was $ 1.4 million and $ 1.4 million as of January 31, 2025 and 2024 , respectively. Restricted cash held by foreign subsidiaries related to fixed deposits that also serve as security deposits and guarantees. 2024 2023 Cash and cash equivalents $ 15,716 $ 5,845 Restricted cash 1,401 1,395 Cash, cash equivalents and restricted cash as presented in the statement of cash flows $ 17,117 $ 7,240 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 Company maintains an allowance for credit losses for accounts receivable. The assessment of the allowance for credit losses involves certain judgments and estimates. Management estimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. The Company may also establish an allowance for credit losses for specific receivables when it is probable that a specific receivable will not be collected and the loss can be reasonably estimated. 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 credit losses. For the years ended January 31, 2025 and 2024 , respectively, no one customer accounted for greater than 10% of the Company's consolidated net sales. As of January 31, 2025 and 2024 , respectively, no one customer accounted for greater than 10% of accounts receivable. Concentration of credit risk. The Company maintains its U.S. cash in bank deposit accounts at financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Cash balances are below FDIC limits. The Company has not experienced any losses in such accounts. The Company's foreign cash is held in accounts at multiple institutions in the various countries in which the Company operates, limiting the concentration of risk internationally. The Company has a broad customer base doing business in all regions of the United States as well as other areas in the world. 33 Table of Contents Accumulated other comprehensive loss. Accumulated other comprehensive loss represents the change in equity from non-owner transactions and consists of foreign currency translation. 2024 2023 Equity adjustment foreign currency, gross $ ( 8,522 ) $ ( 5,804 ) Tax effect of equity adjustment foreign currency 325 253 Total accumulated other comprehensive loss $ ( 8,197 ) $ ( 5,551 ) Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first -in, first -out method for all inventories. 2024 2023 Raw materials $ 16,374 $ 13,787 Work in process 745 611 Finished goods 366 2,022 Subtotal 17,485 16,420 Less allowance 863 879 Inventories $ 16,622 $ 15,541 Long-lived assets. Property, plant and equipment are stated at cost. Interest is capitalized in connection with the construction of facilities and amortized over the estimated useful life of the asset. Long-lived assets are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable. If such a review indicates impairment, the carrying amount of such assets is reduced to an estimated fair value. Depreciation is computed using the straight-line method over the estimated useful lives of assets, as presented in the following table. Leasehold improvements are depreciated over the remaining life of the lease or its useful life, whichever is shorter. Amortization of finance lease assets is included in depreciation. Depreciation expense was approximately $ 3.6 million and $ 3.8 million in the years ended January 31, 2025 and 2024 , respectively. Useful Life (Years) 2024 2023 Land, buildings and improvements 3 - 30 $ 26,276 $ 25,620 Machinery and equipment 3 - 10 50,360 56,411 Furniture, office equipment and computer systems 3 - 7 3,218 3,169 Transportation equipment 3 1,184 2,293 Subtotal 81,038 87,493 Less accumulated depreciation 45,673 49,873 Property, plant and equipment, net of accumulated depreciation $ 35,365 $ 37,620 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 January 31, 2025 , 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. 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. Accordingly, there was no impairment charge for the year ended January 31, 2025 . 34 Table of Contents Goodwill. The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recorded as goodwill. All identifiable goodwill as of January 31, 2025 and 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: 2024 2023 Balance at beginning of year $ 2,222 $ 2,227 Foreign exchange adjustment ( 165 ) ( 5 ) Balance at end of year $ 2,057 $ 2,222 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. At January 31, 2025 , the Company performed a qualitative 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 amount. 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 for the year ended January 31, 2025 . Accordingly, performing a quantitative goodwill impairment test was not required. Other intangible assets with definite lives. The Company owns several patents including those covering features of its piping and electronic leak detection systems. Patents are capitalized and amortized on a straight-line basis over a period not to exceed the legal lives of the patents. The Company expenses costs incurred to renew or extend the term of intangible assets. Gross patents were $ 2.7 million as of January 31, 2025 and 2024 . Accumulated amortization was approximately $ 2.6 million as of January 31, 2025 and 2024 . Amortization over the next five fiscal years will be less than $ 0.1 million and an insignificant amount thereafter. Amortization expense is expected to be recognized over the weighted-average period of 9.1 years. Research and development . Research and development expenses consist of materials, salaries and related expenses of engineering personnel and outside services for product development projects. Research and development costs are expensed as incurred. Research and development expense was approximately $ 0.1 million and $ 0.5 million in the years ended January 31, 2025 and 2024 , respectively. Income taxes. Deferred income taxes have been provided for temporary differences arising from differences in the basis of assets and liabilities for tax and financial reporting purposes. Deferred income taxes on temporary differences have been recorded at the current tax rate. The Company assesses its deferred tax assets and liabilities for realizability at each reporting period. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company recognizes a tax position in its consolidated financial statements only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. For further information, see Note 7 - Income taxes. One of the base broadening provisions of the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") is the Global Intangible Low-Taxed Income provisions ("GILTI"). In accordance with guidance issued by the Financial Accounting Standards Board ("FASB") staff, the Company has adopted an accounting policy to treat any GILTI inclusions as a period cost if and when incurred. Thus, for the years ended January 31, 2025 and 2024 , deferred taxes were computed without consideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion of income tax expense. Fair value of financial instruments . The Company classifies cash and cash equivalents, accounts receivable, and accounts payable based on carrying values that approximate their fair value due to the short-term nature of these instruments. The carrying amount of the Company's short-term debt, revolving line of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable rates. 35 Table of Contents Net income per common share. Earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding (basic). The Company reported net income in 2024 and 2023 . The Company adjusted for dilutive shares in 2024 and 2023 , assuming conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. The dilutive shares are in the following table: Basic weighted average number of common shares outstanding 2024 2023 Basic weighted average number of common shares outstanding 7,956 7,977 Dilutive effect of stock options and restricted stock units 59 96 Weighted average number of common shares outstanding assuming full dilution 8,015 8,073 Restricted stock and stock options not included in the computation of diluted EPS of common stock because the option exercise prices exceeded the average market prices 1 87 Canceled options during the year - ( 17 ) Restricted stock and stock options with an exercise price below the average stock price 59 96 Equity-based compensation. The Company issues or has issued various types of stock-based awards to employees and directors: restricted stock, deferred stock and stock options. Non-cash compensation expense associated with restricted stock is based on the fair value of the common stock at the grant date, and amortized using the straight line method over a vesting period range of one to four years . Compensation expense associated with deferred stock which has been awarded to the Board of Directors (non-employee) is based upon the fair value of the common stock at the date of grant, and since the grant vests immediately it is expensed on the date of the grant. Stock compensation expense for stock options is recognized ratably over the requisite service period of the award. The Black-Scholes option-pricing model is utilized to estimate the fair value of option awards. Treasury Stock. In accordance with ASC 505, Equity , the Company accounts for share repurchases pursuant to the repurchase program under the cost method. This results in recognizing the shares as treasury stock, a reduction of stockholders' equity on the Company's consolidated balance sheets and on the Company's consolidated statements of stockholders' equity. These amounts include costs associated with the acquisition of the shares. See Note 11 - Treasury stock for further detail. Segments. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM") in making decisions regarding resource allocation and assessing performance. The Company’s Chief Executive Officer is the CODM, and he uses the Company's consolidated financial information in determining how to allocate resources and assess performance. The Company has determined that it operates as one segment. Recent accounting pronouncements . In November 2023, the FASB issued ASU No. 2023 - 07, Segment Reporting ( Topic 280 ): Improvements to Reportable Segment Disclosures . The standard update requires additional disclosures, including further details about segment expenses regarding a public entity's reportable segments on an annual and interim basis. The additional segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard update in fiscal 2024. The standard adoption resulted in additional disclosures but did not have a material impact on the consolidated financial statements. See Note 13 - Segment reporting, in the Notes to Consolidated Financial Statements for related disclosures. In December 2023, the FASB issued ASU No. 2023 - 09, Income Taxes ( Topic 740 ): Improvements to Income Tax Disclosures . Pursuant to this standard update, companies are required to provide additional information, which is primarily attributable to the rate reconciliation and income taxes paid. The standard update is to be applied prospectively, with retrospective application permitted. The new income tax disclosures are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is still evaluating this standard update but does not expect it to have a material impact on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024 - 03, Income Statement - Disaggregation of Income Statement Expenses (Subtopic 220 - 40 ) . The standard update requires additional disclosures related to the disaggregation of income statement expenses. The disaggregation of income statement expense disclosures set forth in this standard update is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is still evaluating the impact this standard update but does not expect it to have a material impact on its consolidated financial statements. 36 Table of Contents Note 3 - Retention A retention receivable is a portion of an outstanding receivable balance amount withheld by a customer until a contract is fully completed as specified in the contract. As of January 31, 2025 and 2024 , the Company had short-term retention receivables of $ 3.3 million and $ 2.4 million, respectively, which were included as a component of trade accounts receivable. Additionally, the Company had long-term retention receivables of $ 2.6 million and $ 1.7 million as of January 31, 2025 and 2024 , respectively. The long-term retention receivable balances were included as a component of other long-term assets in the Company's consolidated balance sheets. See Note 2 - Accounts receivable for further information regarding the future realization of these long-term balances. 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 January 31, 2025 , 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 retention amount, $ 1.2 million is classified as a long-term asset. The Company has been actively engaged in ongoing collection efforts with the customer to ensure full payment of open balances, and at various times throughout 2025 and 2024 , the Company received a partial payment to settle $ 0.4 million and $ 0.6 million of the customer's outstanding balances, respectively, including an additional $ 0.6 million that was received subsequent to the end of the year. Additionally, the Company has been engaged by the customer to perform additional work in 2025 under customary trade credit terms that support the continued cooperation between the Company and the customer. As a result, the Company did not reserve any allowance against this outstanding receivable as of January 31, 2025 . However, if the Company's efforts to collect on this account are not successful, the Company may recognize an allowance for all, or substantial all, of any such uncollected amounts. For further information regarding accounts receivable, see Note 2 - Significant accounting policies, in the Notes to Consolidated Financial Statements. Note 4 - Revenue recognition The Company accounts for its revenues under 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 insulated or coated, so the customer controls the asset and thus the work-in-process; or 2 ) The customer controls the work-in-process due to the custom nature of the pre-insulated, fabricated system being manufactured, 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 ). 37 Table of Contents A breakdown of the Company's revenues by revenue class for the years ended January 31, 2025 and 2024 are as follows: 2024 2023 Sales % to Total Sales % to Total Products $ 12,801 8 % $ 10,368 7 % Specialty Piping Systems and Coating Revenue recognized under input method 45,606 29 % 51,977 34 % Revenue recognized under output method 99,977 63 % 88,323 59 % Total $ 158,384 100 % $ 150,668 100 % The input method 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 accurate depiction of the Company’s performance as it measures the value of the goods and services transferred to the customer. Costs include all material, labor, and direct costs incurred to satisfy the performance obligations of the contract. Revenue recognition begins when projects costs are incurred. The output method 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 that is generally not subject to change. Additionally, from time to time the transaction price may also include variable consideration in certain instances where it is deemed probable that a significant reversal of cumulative revenue recognized will not occur. The aggregate of these amounts represents the total transaction price, which excludes amounts that are attributable to sales and value added taxes, or amounts collected on behalf of third parties. The total transaction price is then allocated to the performance obligations that 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 contract work in progress for which the Company has a valid contract and an enforceable right to payment for work completed. Contract liabilities represent billings in excess of costs for contract work in progress for which the Company has a valid contract and an enforceable right to payment for work completed. Both customer billings and the satisfaction (or partial satisfaction) of the performance obligation(s) occur throughout the manufacturing process and impact the period end balances in these accounts. In addition, contract assets include receivables or amounts that are billable beyond the passage of time. For additional information, see Note 3 - Retention, in the Notes to Consolidated Financial Statements, and Unbilled accounts receivable, as further described below. 38 Table of Contents The Company anticipates that substantially all costs incurred on uncompleted contracts as of January 31, 2025 will be billed and collected within one year. The following table shows the reconciliation of the cost in excess of billings and billings in excess of costs: 2024 2023 Costs incurred on uncompleted contracts $ 11,621 $ 21,912 Estimated earnings 9,366 11,270 Earned revenue 20,987 33,182 Less billings to date 19,302 30,580 Costs in excess of billings, net $ 1,685 $ 2,602 Balance sheet classification Contract assets: Costs and estimated earnings in excess of billings on uncompleted contracts $ 2,934 $ 3,097 Contract liabilities: Billings in excess of costs and estimated earnings on uncompleted contracts ( 1,249 ) ( 495 ) Costs in excess of billings, net $ 1,685 $ 2,602 Substantially all of the $ 0.5 million and $ 1.3 million contract liabilities balances at January 31, 2024 and 2023 , respectively, were recognized in revenues during 2024 and 2023 , respectively. Unbilled accounts receivable The Company has recorded $ 18.9 million and $ 16.6 million of unbilled accounts receivable on the consolidated balance sheets as of January 31, 2025 and 2024 , respectively, 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 January 31, 2025 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 a 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. 39 Table of Contents Note 5 - Debt 2024 2023 Revolving line - North America $ 6,765 $ 5,519 Mortgage note 3,956 4,512 Revolving lines - foreign 2,010 3,632 Loan payable to GIG 2,753 2,753 Finance lease obligations 9,098 9,316 Total debt 24,582 25,732 Unamortized debt issuance costs ( 116 ) ( 125 ) Less current maturities 9,253 9,590 Total long-term debt $ 15,213 $ 16,017 Current portion of long-term debt $ 9,253 $ 9,590 Total short-term debt $ 9,253 $ 9,590 The following table summarizes the Company's scheduled maturities in each of the next five fiscal years: Total 2025 2026 2027 2028 2029 Thereafter Revolving line - North America $ 6,765 $ 6,765 $ - $ - $ - $ - - Mortgage note 3,956 221 221 221 221 221 2,853 Revolving lines - foreign 2,010 2,010 - - - - - Long-term finance obligation 9,023 225 263 305 349 400 7,481 Loan payable to GIG 2,753 - - - - - 2,753 Finance lease obligations 75 32 34 9 - - ( 0 ) Total $ 24,582 $ 9,253 $ 518 $ 535 $ 570 $ 621 $ 13,087 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. is a borrower under the Renewed Senior Credit Facility (collectively, the “Borrowers”). The Borrowers have used and will continue to use borrowings under the Renewed Senior Credit Facility (i) to fund future capital expenditures; (ii) to fund ongoing working capital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases. Borrowings under the Renewed Senior Credit Facility 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. 40 Table of Contents 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. As of January 31, 2025 , the calculated ratio was greater than 1.10 to 1.00. 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 January 31, 2025 . The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, then PNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility due and payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior Credit Facility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest at a rate of 2.00 % per annum in excess of the otherwise applicable rate (i) while a bankruptcy event of default exists or (ii) upon the lender's request, during the continuance of any other event of default. As of January 31, 2025 , the Company had borrowed an aggregate of $ 6.8 million at a rate of 9.0 % and had $ 3.7 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. Finance obligation - buildings and land. On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and Sale Agreement") to sell its land and building in Lebanon, Tennessee (the "Property"). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold the Property for $ 10.4 million. The transaction generated net cash proceeds of $ 9.1 million. Concurrently with the sale of the Property, the Company paid off the approximately $ 0.9 million remaining on the mortgage note on the Property to its lender. The Company used the remaining proceeds to repay its borrowings under the Senior Credit Facility, for strategic investments, and for general corporate needs. Concurrent with the sale of the Property, the Company entered into a fifteen -year lease agreement (the “Lease Agreement”), whereby the Company is leasing back the Property at an annual rental rate of approximately $ 0.8 million, subject to annual rent increases of 2.0 %. Under the Lease Agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option. As of January 31, 2025 and 2024 , the Company had a net book value relating to this asset o f $ 1.8 million and $ 1.9 million, respectively. 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 all of the fair value of the underlying asset. The Company utilized an incremental borrowing rate of 8.0 % to determine the finance obligation to record for the amounts received and will continue to depreciate the assets. The current portion of the finance obligation of $ 0.2 million is recognized in current maturities of long-term debt and the long-term portion of $ 8.8 million is recognized in long-term finance obligation on the Company's consolidated balance sheets as of January 31, 2025 . 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 further described below: United Arab Emirates The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $ 2.2 million at January 31, 2025 ) from a bank in the U.A.E. As of January 31, 2025 , the facility has an interest rate of approximately 7.9 % and expires in July 2025. The Company had borrowed an aggregate of $ 0.4 million and $ 0.2 million as of January 31, 2025 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 January 31, 2025 and January 31, 2024 , the Company had unused borrowing availability of approximately $ 1.6 million and $ 1.9 million, respectively. The Company has a revolving line for 65.2 million U.A.E. Dirhams (approximately $ 17.7 million at January 31, 2025 ) from a bank in the U.A.E. As of January 31, 2025 , the facility has an interest rate of approximately 7.9 % and expires in August 2025. The Company had borrowed an aggregate of $ 0.1 million as of January 31, 2025 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 January 31, 2025 and January 31, 2024 , the Company had unused borrowing availability of approximately $ 9.0 million and $ 1.0 million, respectively. 41 Table of Contents 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 $ 2.0 million at January 31, 2025 ). 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 January 31, 2025 , the facility has an interest rate of approximately 20.8 %. Additionally, this credit arrangement was renewed in November 2024 with substantially the same terms and conditions and expires in November 2025. As of January 31, 2025 , the Company had an immaterial amount outstanding with respect to this credit arrangement, and approximately $ 1.4 million outstanding at January 31, 2024 , respectively, and is presented as a component of current maturities of long-term debt in the Company's consolidated balance sheets. Further, as of January 31, 2025 and January 31, 2024 , the Company had unused borrowing capacity of $ 2.0 million and $ 3.2 million, respectively. In December 2021, the Company entered into a credit arrangement for project financing with a bank of Egypt for 28.2 million Egyptian Pounds. As this project has progressed and the Company received collections, the facility has decreased to a current amount of 2.1 million Egyptian Pounds (approximately $ 0.1 million at January 31, 2025 ). 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 20.8 % 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. As of January 31, 2025 , the Company had an insignificant amount outstanding, and approximately $ 0.1 million outstanding at 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 Riyal (approximately $ 9.9 million at January 31, 2025 ). 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 January 31, 2025 , the facility has an interest rate of approximately 9.0 % . The Company had borrowed an aggregate of $ 1.5 million and $ 3.2 million as of January 31, 2025 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 January 31, 2025 and January 31, 2024 , was $ 3.0 million and $ 6.1 million, respectively. 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 approximately $ 10 million at January 31, 2025 and January 31, 2024 . The Company was in compliance with the covenants under the credit arrangements in the U.A.E., Egypt and Saudi Arabia as of January 31, 2025 . I nterest 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 rates, as of January 31, 2025 , the Company's interest rates ranged from 7.9 % to 20.8 %, with a weighted average rate of 11.6 %, and the Company had facility limits totaling $ 34.6 million under these credit arrangements. As of January 31, 2025 , $ 16.9 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, the Company had borrowed approximately $ 2.1 million and had an additional $ 15.6 million of remaining borrowing capacity available under the foreign revolving credit arrangements. The foreign revolving line balances were included as current maturities of long-term debt in the Company's consolidated balance sheets as of January 31, 2025 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 GIG. 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 January 31, 2025 , the remaining balance on the mortgage in Canada is approximately 5.7 million Canadian Dollars ("CAD") (approximately $ 4.0 million at January 31, 2025 ). The interest rate is variable, and was 7.1 % at January 31, 2025 . 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 January 31, 2025 and January 31, 2024 . 42 Table of Contents Note 6 - 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 has built a production facility. The annual payments are approximately 1.2 million U.A.E. Dirhams (approximately $ 0.3 million at January 31, 2025 ), inclusive of rent and common charges, with escalation clauses in the agreement. Rent payments were deferred until August 2022 and have now commenced. The lease expires in August 2050. In March and December 2022, the Company served Notices of Termination to its lessor for the Company's lease of the 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 the remaining space was vacated 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 January 31, 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 January 31, 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, 2024 . There were no other adjustments in connection with these terminations for the year ended January 31, 2025 . At January 31, 2025 , the Company had total operating lease liabilities of $ 8.8 million and operating ROU assets of $ 8.2 million, which are reflected in the consolidated balance sheets. Finance Leases. The Company has several lease agreements, with lease terms of one to fifteen 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. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any arrangements where it acts as a lessor, other than one sub-lease arrangement. At January 31, 2025 , 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 finance ROU assets of $ 0.3 million which were included in property plant and equipment , net of accumulated depreciation in the consolidated balance sheets. 43 Table of Contents Supplemental balance sheet information related to leases is as follows: Operating and Finance leases January 31, 2025 January 31, 2024 Finance lease assets Property and Equipment - gross $ 899 $ 970 Accumulated depreciation and amortization ( 626 ) ( 536 ) Property and Equipment - net $ 273 $ 434 Finance lease liabilities Finance lease liability short-term $ 75 $ 113 Total finance lease liabilities $ 75 $ 113 Operating lease assets Operating lease ROU assets $ 8,199 $ 6,467 Operating lease liabilities Operating lease liability short-term $ 1,071 $ 914 Operating lease liability long-term 7,713 6,270 Total operating lease liabilities $ 8,784 $ 7,184 Total lease costs consist of the following: Lease costs Consolidated Statements of Operations Classification Year Ended January 31, 2025 Year Ended January 31, 2024 Finance Lease Costs Amortization of ROU assets Cost of sales $ 131 $ 162 Interest on lease liabilities Interest expense 6 9 Operating lease costs Cost of sales, SG&A expenses 1,873 1,888 Short-term lease costs (1) Cost of sales, SG&A expenses 667 530 Sub-lease income SG&A expenses - ( 61 ) Total Lease costs $ 2,677 $ 2,528 ( 1 ) Includes variable lease costs, which are not material Supplemental cash flow information related to leases is as follows: Year Ended January 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from finance leases $ 31 $ 193 Operating cash flows from finance leases 6 9 Operating cash flows from operating leases 2,031 1,789 ROU Assets obtained in exchange for new lease obligations Finance leases liabilities $ - $ 139 Operating leases liabilities 2,767 4,988 44 Table of Contents Weighted-average lease terms and discount rates are as follows: January 31, 2025 January 31, 2024 Weighted-average remaining lease terms (in years) Finance leases 2.3 3.3 Operating leases 11.5 13.7 Weighted-average discount rates Finance leases 6.4 % 6.8 % Operating leases 10.0 % 9.3 % Maturities of lease liabilities as of January 31, 2025 , are as follows: Year Operating Leases Finance Leases For the year ended January 31, 2026 $ 1,900 $ 36 For the year ended January 31, 2027 2,094 36 For the year ended January 31, 2028 2,120 9 For the year ended January 31, 2029 1,791 - For the year ended January 31, 2030 899 - Thereafter 7,162 - Total lease payments 15,966 81 Less: amount representing interest ( 7,182 ) ( 6 ) Total lease liabilities at January 31, 2025 $ 8,784 $ 75 Rent expense on operating leas es, which is recorded on a straight-line basis, was $ 2.5 million and $ 2.4 millio n for the years ended January 31, 2025 and 2024 , respectively. 45 Table of Contents Note 7 - Income taxes Income from continuing operations before income taxes 2024 2023 Domestic (1) $ ( 4,682 ) $ ( 8,541 ) Foreign 23,150 18,432 Total $ 18,468 $ 9,891 ( 1 ) The domestic loss from continuing operations before income taxes includes corporate overhead costs. Components of income tax expense (benefit) 2024 2023 Current Federal $ ( 4 ) $ ( 21 ) Foreign 3,614 3,351 State and other 150 270 Total current income tax expense 3,760 3,600 Deferred Federal 1,048 ( 7,311 ) Foreign 569 391 Total deferred income tax expense (benefit) 1,617 ( 6,920 ) Total income tax expense $ 5,377 $ ( 3,320 ) As a result of the one -time transition tax from the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”), the Company estimates that distributions from foreign subsidiaries will no longer be subject to incremental U.S. federal income tax as they will either be remittances of previously taxed earnings and profits or eligible for a full dividends received deduction to offset any U.S. federal income tax liability on the undistributed earnings. However, upon repatriation, various state taxes and foreign withholding taxes may be levied on such amounts. Determination of the amount of unrecognized state and local tax liability is not practicable due to the complexities associated with its hypothetical calculation. Current and future earnings in the Company's subsidiaries in Canada and Egypt are not permanently reinvested. Earnings from these subsidiaries are subject to tax in their local jurisdiction, and withholding taxes in these jurisdictions are considered. The Company's liability was $ 0.8 million as of January 31, 2025 and 2024 , related to these taxes. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. The Company intends to permanently reinvest the undistributed earnings of its Middle Eastern and Indian subsidiaries. The Middle Eastern and Indian subsidiaries have unremitted earnings of $ 50.6 million and $ 13.3 million, respectively, as of January 31, 2025 . Unremitted earnings of $ 25.9 million in the United Arab Emirates would not be subject to withholding tax in the event of a distribution, and $ 24.7 million of unremitted earnings in Saudi Arabia would be subject to withholding tax of $ 1.2 million. The Company has not recorded a deferred tax liability related to any financial reporting basis over tax basis in connection with the Company's investment in these foreign subsidiaries as it is not practical to estimate. 46 Table of Contents The difference between the provision for income taxes and the amount computed by applying the U.S. Federal statutory rate of 21% was as follows: 2024 2023 Tax expense at federal statutory rate $ 3,882 $ 2,083 State expense, net of federal income tax effect 68 159 Domestic return to provision ( 82 ) 247 Domestic valuation allowance ( 468 ) ( 8,065 ) Global Intangible Low-Taxed Income inclusion 2,201 2,202 State NOL expirations - 1,375 Permanent differences other 176 258 Valuation allowance for state NOLs 56 ( 1,314 ) Differences in foreign tax rate ( 796 ) ( 598 ) Reductions of uncertain tax positions of prior years - ( 239 ) Deferred tax on unremitted earnings 152 195 Foreign withholding taxes 31 135 Research tax credit 265 247 All other, net expense ( 108 ) ( 5 ) Total income tax (benefit) expense $ 5,377 $ ( 3,320 ) The Company's worldwide effective tax rates ("ETR") were 29.1 % and ( 33.6 %) in the year ended January 31, 2025 and 2024 , respectively. The change in the ETR was largely due to changes in the mix of income and loss in various tax jurisdictions, and the release of the partial domestic valuation allowance in the prior year. Components of deferred income tax assets 2024 2023 U.S. Federal NOL carryforward $ 4,870 $ 6,173 Deferred compensation 222 241 Research tax credit 1,240 1,505 Foreign NOL carryforward 255 258 Foreign tax credit 2,580 2,580 Stock compensation - 21 Other accruals not yet deducted 202 500 State NOL carryforward 1,544 1,495 Accrued commissions and incentives 1020 845 Inventory reserve 118 70 Lease liability 1034 878 Deferred tax assets, gross 13,085 14,566 Valuation allowance ( 5,277 ) ( 5,689 ) Total deferred tax assets, net of valuation allowances $ 7,808 $ 8,877 Components of the deferred income tax liability Depreciation $ ( 530 ) $ ( 370 ) Foreign subsidiaries unremitted earnings ( 813 ) ( 783 ) Prepaid ( 77 ) ( 94 ) Right of use asset ( 999 ) ( 855 ) Other ( 70 ) ( 73 ) Total deferred tax liabilities $ ( 2,489 ) $ ( 2,175 ) Deferred tax assets, net $ 5,319 $ 6,702 Balance sheet classification Long-term assets $ 6,639 $ 7,919 Long-term liability ( 1,320 ) ( 1,217 ) Total deferred tax assets, net of valuation allowances $ 5,319 $ 6,702 47 Table of Contents As of January 31, 2025 and 2024 , the Company had deferred tax assets of $ 4.9 million and $ 6.2 million, respectively, related to gross U.S. Federal net operating loss ("NOL") carryforwards of $ 23.8 million and $ 30.1 million, respectively. Of this amount, $ 16.4 million will begin to expire between tax years 2036 and 2037 , with the remainder not subject to expiration. As of January 31, 2025 and 2024 , the Company had deferred tax assets of $ 1.5 million related to gross state NOLs of $ 21.9 million and $ 21.0 million, respectively, that expire between 2025 and 2044 . The Company has released the valuation allowance recorded against U.S. Federal NOLs during the year ended January 31, 2024 , and continues to maintain a valuation allowance against its state NOLs. As of January 31, 2025 and 2024 , the Company had deferred tax assets of $ 0.3 million related to gross foreign NOLs of $ 1.3 million for its subsidiary in Saudi Arabia, which can be carried forward indefinitely and does not have a valuation allowance recorded against it. The ultimate realization of the tax benefit is dependent upon the future generation of taxable income in the respective tax jurisdictions. The Company periodically reviews the adequacy of its valuation allowance in all of the tax jurisdictions in which it operates, evaluates future sources of taxable income and tax planning strategies and may make further adjustments based on management's outlook for continued profits in each jurisdiction. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. A significant piece of objective negative evidence previously evaluated was the domestic cumulative loss incurred over a three -year period. The Company achieved three years of cumulative income in the U.S. federal tax jurisdiction as of the period ended January 31, 2024 . As such, management determined that the domestic deferred tax assets are more likely than not to be realized and have released the valuation allowance accordingly during the period ended January 31, 2024 . The Company continues to maintain a valuation allowance against certain domestic deferred tax assets including its foreign tax credit carryovers, R&D credit carryovers, and state deferred tax assets. Management has released $ 0.2 million of valuation allowance related to R&D credit carryovers in the period ending January 31, 2025 based upon expectations of future taxable income. The amount of the domestic deferred tax assets considered realizable, however, could be increased if there are changes to the objective positive and negative evidence considered. The Company has a deferred tax asset of $ 2.6 million for U.S. foreign tax credits after considering the impact of the repatriated foreign earnings and the one -time transition tax. The foreign tax credit deferred tax asset is fully offset with a valuation allowance. The excess foreign tax credits are subject to a ten -year carryforward and will begin to expire on January 31, 2026 . The following table summarizes uncertain tax position ("UTP") activity, excluding the related accrual for interest and penalties: 2024 2023 Balance at beginning of year $ 1,433 $ 1,673 Decreases in positions taken in a prior period ( 3 ) ( 256 ) Increases in positions taken in a current period 224 143 Decreases due to lapse of statute of limitations ( 131 ) ( 21 ) Decreases due to settlements ( 114 ) ( 106 ) Balance at end of year $ 1,409 $ 1,433 Included in the total UTP liability were estimated accrued interest and penalties of $ 0.4 million as of each of January 31, 2025 and 2024 . These non-current income tax liabilities are recorded in other long-term liabilities in the consolidated balance sheets and recognized as an expense during the period. The Company's policy is to include interest and penalties in income tax expense. On January 31, 2025 , the Company did not anticipate any significant adjustments to its unrecognized tax benefits within the next twelve months. Included in the balance on January 31, 2025 were amounts offset by deferred taxes (i.e. temporary differences) or amounts that could be offset by refunds in other taxing jurisdictions (i.e., corollary adjustments). Upon reversal, $ 1.2 million of the amount accrued on January 31, 2025 would impact the future ETR. The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Tax years related to January 31, 2022, 2023, and 2024 are open for federal and state tax purposes. In addition, federal and state tax years related to January 31, 2005 through January 31, 2010 , are subject to adjustment on audit, up to the amount of research tax credit generated in those years. Any NOL carryover can still be adjusted by the Internal Revenue Service in future year audits. The Company's management periodically estimates the probable tax obligations of the Company using historical experience in tax jurisdictions and informed judgments. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to or further interpretations of regulations. If such changes take place, there is a risk that the tax rate may increase or decrease in any period. Tax accruals for tax liabilities related to potential changes in judgments and estimates for federal, foreign and state tax issues are included in other long-term liabilities on the consolidated balance sheets. 48 Table of Contents Note 8 - Retirement plans 401 (k) plan The domestic employees of the Company participate in the PPIH 401 (k) Employee Savings Plan, which is applicable to all employees except employees covered by collective bargaining agreement benefits. The plan allows employee pretax payroll contributions from 1 % to 16 % of total compensation. The Company matches 100 % of each participant's payroll deferral contributions up to 1 % of their compensation, plus 50 % of each participant's payroll deferral contributions on the next 5 % of compensation. Contributions to the 401 (k) plan were $ 0.4 million in the years ended January 31, 2025 and 2024 , respectively. Multi-employer plans The Company contributes to a multi-employer plan for certain collective bargaining U.S. employees. The risks of participating in this multi-employer plan are different from a single employer plan in the following aspects: • Assets contributed to the multi-employer plans by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers. • If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company has assessed and determined that the multi-employer plans to which it contributes are not significant to the Company's consolidated financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contribution over the remainder of the contract period. The Company made contributions to the bargaining unit supported multi-employer pension plans (in thousands): (In thousands) (In thousands) FIP/RP Status 2024 2023 Surcharge Plan Name EIN Plan # Funded Zone Status Pending/Implemented Contribution Contribution Imposed Collective Bargaining Expiration Date Plumbers & Pipefitters Local 572 Pension Fund 62 - 6102837 001 Yellow No $ 189 $ 161 No 5/5/2025 49 Table of Contents Note 9 - Stock-based compensation The Company has prior incentive plans under which previously granted awards remain outstanding, but under which no new awards may be granted, including the Company's 2021 Omnibus Stock Incentive Plan, which expired in May 2024. At January 31, 2025 , the Company had reserved a total of 122,814 shares for grants and issuances under these incentive plans, including issuances pursuant to unvested or unexercised prior awards. The Company's 2024 Omnibus Stock Incentive Plan dated May 28, 2024 was approved by the Company's stockholders in July 2024 ( "2024 Plan"). The 2024 Plan will expire in July 2027. The 2024 Plan authorizes awards to officers, employees, consultants and independent directors. The 2024 Plan provides 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. Grants were made in connection with the 2024 Plan and the prior incentive plans to employees, officers, and independent directors, as further described below: Stock compensation expense The Company has granted stock-based compensation awards to eligible employees, officers or independent directors. The Company recognized the following stock-based compensation expense for the periods presented: 2024 2023 Restricted stock based compensation expense $ 860 $ 913 Total stock-based compensation expense $ 860 $ 913 50 Table of Contents Stock options The Company did not grant any stock options during the years ended January 31, 2025 or 2024 . The following table summarizes the Company's stock option activity: Options Weighted average exercise price Weighted average remaining contractual term Weighted average grant date fair value Outstanding on January 31, 2023 40 $ 10.85 1.12 $ 19 Exercised ( 1 ) 6.85 Expired or forfeited ( 17 ) 11.15 Outstanding on January 31, 2024 22 11.15 0.7 6 Options exercisable on January 31, 2024 22 $ 11.15 0.7 6 Exercised ( 4 ) 6.89 Expired or forfeited ( 17 ) 12.41 Outstanding on January 31, 2025 1 6.85 0.8 4 Options exercisable on January 31, 2025 1 $ 6.85 0.8 $ 4 There was no vesting, expiration or forfeiture of previously unvested stock options during the year ended January 31, 2025 . In addition, there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvested stock options during the year ended January 31, 2025 . Deferred stock As part of their compensation, in previous years the Company granted deferred stock units to each non-employee director, equal to the result of dividing the award amount by the fair market value of the common stock on the date of grant. The stock vests on the date of grant; however, it is distributed to the directors only upon their separation from service. During the year ended January 31, 2025 , no deferred stock units were distributed. There were approximately 62,926 deferred stock units outstanding included in the restricted stock activity shown below as of January 31, 2025 and 2024 . Restricted stock The Company has granted restricted stock to executive officers, independent directors, and employees. The restricted stock vests ratably over one to four years. The Company calculates restricted stock compensation expense based on the grant date fair value and recognizes expense on a straight-line basis over the vesting period. The following table summarizes the Company's restricted stock activity: Restricted shares Weighted average price per share Weighted average grant date fair value Outstanding on January 31, 2023 266 $ 8.55 $ 2,286 Granted 92 10.26 Issued / vested ( 84 ) Forfeited ( 52 ) 9.59 Outstanding on January 31, 2024 222 $ 9.33 $ 2,078 Granted 111 8.93 Issued / vested ( 73 ) Forfeited ( 29 ) 9.59 Outstanding on January 31, 2025 230 $ 9.05 $ 2,080 The fair value of vested restricted stock was $ 0.9 million and $ 1.1 million in the year ended January 31, 2025 and 2024 respectively. Additionally, there was $ 1.0 million of unrecognized compensation cost related to unvested restricted stock granted under the plans as of January 31, 2025 and 2024 . These costs are expected to be recognized over the weighted-average period of 1.7 years and 1.8 years, respectively. Further, the Company had approximately 0.2 million of non-vested restricted stock granted under the plan as of January 31, 2025 . The remaining amount of non-vested restricted stock is expected to vest over the weighted-average period of 1.7 years. 51 Table of Contents Note 10 - Interest expense 2024 2023 Interest expense 2,224 2,429 Interest income 284 163 Interest expense 1,940 2,266 Note 11 - 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 12 months ended January 31, 2024, the Company used the remaining $ 1.0 million of the $ 3.0 million authorized to repurchase its outstanding shares of common stock. Accordingly, there was no repurchase activity with respect to the Company's shares of common stock during the twelve months ended January 31, 2025. The following table sets forth information with respect to repurchases by the Company of its shares of common stock during 2023 : Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs July 1, 2023 - July 31, 2023 37 8.51 37 628 August 1, 2023 - August 31, 2023 62 8.67 62 92 September 1, 2023 - September 30, 2023 10 8.95 10 - Total 109 109 On August 29, 2024, the Company retired all remaining treasury stock previously acquired under the stock repurchase program. The retirement was recorded as a reduction to common stock based on the par value of the shares, and the excess over par value was recorded as a decrease in retained earnings in accordance with ASC 505 - 30, Equity - Treasury Stock . 52 Table of Contents Note 12 - Joint venture and non-controlling interest On June 1, 2023, the Company closed on its formation of the joint venture (the "JV Agreement" or "JV") with Gulf Insulation Group ("GIG") a leading provider of pre-insulated piping systems and pipe fabrication, in which the Company acquired a 60 % financial controlling 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 laws of the Kingdom of Saudi Arabia. The JV's capital is comprised of ordinary shares with 60% owned by the Company and the 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 in the JV by contributing assets (i.e. acquired by 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. In connection with the joint venture, the Company also assumed a promissory note issued as part of the formation of the JV in the principal amount of $ 2.8 million payable to GIG. 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, which is eliminated in consolidation. The Company has a 60% controlling financial interest in the joint venture 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. As of January 31, 2025 , the carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $ 39.1 million and $ 22.1 million, respectively. 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 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 any time after five years following the date of incorporation. The redemption amount per the JV Agreement is at fair value of the non-controlling interest which is the fair value of ordinary shares of the JV owned by GIG. Further, neither the call option nor 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 this business arrangement, 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 $ 4.1 million and $ 2.7 million for the twelve months ended January 31, 2025 and 2024 , 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% financial control and as part of the JV Agreement has 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 - third majority affirmative vote of shareholders of the JV and include acquiring another company, establishing new subsidiaries, entering another partnership or joint venture, any merger or material change to 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 is measured at fair value and was $ 11.0 million and $ 6.3 million recorded within temporary equity at January 31, 2025 and 2024 , respectively. The change in non-controlling interest consists of approximately $ 4.1 million in current year net income attributable to non-controlling interest, and approximately $ 0.6 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 year ended January 31, 2025 and 2024 , respectively. 53 Table of Contents Note 13 - Segment reporting The Company operates under one segment: Piping Systems. The results are presented on an consolidated basis to the Chief Executive Officer who serves as the chief operating decision maker ("CODM"). The accounting policies of the Company's segment are the same as those described in the summary of significant accounting policies. For further information, see Note 2 - Significant accounting policies, in the Notes to Consolidated Financial Statements. The CODM regularly reviews consolidated revenues, significant expenses, and consolidated net income attributable to common stock to make operating decisions and assess performance. The CODM uses this information in making company-wide decisions when determining how to allocate resources. Significant expenses represent amounts that are regularly provided to the CODM and included in consolidated net income attributable to common stock. Additionally, the CODM regularly reviews asset information by our reporting segment in a manner that is consistent with the presentation on the Company's accompanying consolidated balance sheets. The following table summarizes the Company's revenues, net income attributable to common stock, and significant expenses: Year ended January 31, 2025 2024 Net sales $ 158,384 $ 150,668 Cost of sales Labor 23,109 19,048 Materials 59,036 64,973 Depreciation and amortization 3,104 3,562 Other costs of sales 19,887 21,627 Total Cost of sales 105,136 109,210 Operating expenses Salaries and wages 16,295 14,043 Depreciation and amortization 516 196 Other general and administrative expense 11,189 8,352 General and administrative expenses 28,000 22,591 Selling expense 4,947 5,508 Total operating expenses 32,947 28,099 Income from operations 20,301 13,359 Interest expense 1,940 2,266 Other income (expense) 107 ( 1,202 ) Income before income tax 18,468 9,891 Income tax expense (benefit) 5,377 ( 3,320 ) Net income 13,091 13,211 Less: Net income attributable to non-controlling interest 4,108 2,740 Net income attributable to common stock $ 8,983 $ 10,471 54 Table of Contents Schedule II Perma-Pipe International Holdings, Inc. and Subsidiaries VALUATION AND QUALIFYING ACCOUNTS For the Years Ended January 31, 2025 and 2024 Balance at beginning of period Charges to expenses Write-offs (1) Other charges (2)(3) Balance at end of period Year Ended January 31, 2025 Valuation allowance for deferred tax assets $ 5,689 $ ( 412 ) $ - $ - $ 5,277 Allowance for possible losses in collection of trade receivables 699 36 ( 25 ) ( 7 ) 703 Year Ended January 31, 2024 Valuation allowance for deferred tax assets $ 15,993 $ ( 208 ) $ - $ ( 10,096 ) $ 5,689 Allowance for possible losses in collection of trade receivables 612 123 ( 36 ) - 699 ( 1 ) Uncollectible accounts written off. ( 2 ) Impact on allowance due to foreign currency translation for the year ended January 31, 2025 . ( 3 ) The release of valuation allowances related to deferred tax assets for the year ended January 31, 2024 . 55 Table of Contents EXHIBIT INDEX The exhibits listed below are filed herewith except the exhibits described below as incorporated by reference. Exhibits not filed herewith are incorporated by reference to such exhibits filed by the Company under the location set forth under the caption "Description and Location" below. The Commission file number for the Company's Exchange Act filings referenced below is 001-32530. Exhibit No. Description and Location 3.1 Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.3 to Registration Statement No. 33-70298] 3.2 Certificate of Amendment to Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 20, 2017] 3.3 Seventh Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2025] 4.1 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 [Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed on April 21, 2020] 10.1 Form of Directors and Officers Indemnification Agreement [Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2006 filed on May 15, 2006] * 10.2 Executive Employment Agreement with David J. Mansfield dated October 19, 2016 [Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 13, 2016]* 10.3 Revolving Credit and Security Agreement, dated September 20, 2018, by and among the Company, PNC Bank, National Association, and the other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2018] 10.4 Second Amendment and Waiver to Revolving Credit and Security Agreement, dated September 17, 2021, by and among the Company, PNC Bank, National Association, and other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 21, 2021] 10.5 Executive Employment Agreement, dated October 2, 2023, by and between the Company and Matthew E. Lewicki [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 2, 2023]* 10.6 Perma-Pipe International Holdings, Inc. 2024 Omnibus Stock Incentive Plan [Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on June 21, 2024]* 10.7 Lease dated March 15, 2021, between the Company and Nash88 [Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K/A filed on April 22, 2021] 10.8 Form of Restricted Stock and Performance Award Agreement under the 2024 Omnibus Stock Incentive Plan * 10.9 Form of Non-Employee Director Restricted Stock Unit Agreement under the 2024 Omnibus Stock Incentive Plan * 10.10 Executive Employment Agreement, dated March 31, 2025, by and between the Company and Saleh Sagr [Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 4, 2025]* 14.1 Code of Conduct [Incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004] 19.1 Insider Trading Policy 21.1 Subsidiaries of Perma-Pipe International Holdings, Inc. 23.1 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP 23.2 Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP 24.1 Power of Attorney executed by directors and officers of the Company 31.1 Rule 13a - 14(a)/15d - 14(a) Certification (1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Rule 13a - 14(a)/15d - 14(a) Certification (2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Section 1350 Certifications (1) Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and (2) Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Recoupment of Incentive Compensation Following a Restatement [Incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on April 26, 2024] 101.INS Inline XBRL Instance 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Labels 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) *Management contracts and compensatory plans or agreements 56 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 57 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Perma-Pipe International Holdings, Inc. Date: May 1, 2025 /s/ David J. Mansfield David J. Mansfield Director, and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. DAVID J. MANSFIELD Director, and Chief Executive Officer (Principal Executive Officer) MATTHEW E. LEWICKI* Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) May 1, 2025 CYNTHIA BOITER* Director DAVID B. BROWN* Director ROBERT MCNALLY* Director IBRAHIM JAHAM AL KUWARI* Director JON C. BIRO* Director JEROME T. WALKER* Director and Chairman of the Board of Directors *By: /s/ David J. Mansfield Individually and as Attorney in Fact David J. Mansfield 58