What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-04-16 compared with 2025-05-01 · 168 added, 133 removed, 150 unchanged (67% of the section changed)

4 unchanged sentences

Risk Factors.

Risk Mitigation and Management

The Company is subject to a variety of risks that could materially affect its business, financial condition, results of operations, and cash flows.

To address these risks, the Company has implemented several mitigating strategies across financial, operational, and strategic areas.

The Company actively implements strategies to mitigate the risks described in Item 1A of this Annual Report.

Financial and Liquidity Management

The Company monitors and actively manages its debt obligations to ensure continued access to financing.

For fiscal 2027, approximately $5.5 million under foreign revolving lines of credit and $0.2 million under project-specific financing are scheduled to mature.

The Company expects to renew its Middle Eastern credit arrangements and maintain access to project financing;

however, there can be no assurance that such arrangements will be renewed on comparable terms or amounts.

The Company also regularly monitors compliance with covenants under existing credit agreements to mitigate potential restrictions on dividends, intercompany obligations, additional debt, or liens.

Accounts Receivable and Credit Risk

The Company actively monitors the creditworthiness of its customers and manages concentrated receivables.

Payments for large projects are typically secured through irrevocable letters of credit from banks.

For example, as of January 31, 2026, one customer represented approximately 23% of accounts receivable.

Partial payments received throughout 2024–2026 have significantly reduced the outstanding balance in accordance with contract terms.

The Company engages in ongoing collection efforts and has structured credit terms to support continued cooperation with customers.

Internal Controls over Financial Reporting

The Company has strengthened its internal control environment to address previously identified material weaknesses.

As of January 31, 2025, four material weaknesses were reported.

Following implementation of efforts to remediate these material weaknesses, three material weaknesses remain, which are scheduled for testing in 2026.

Management remains committed to fully remediating these weaknesses to maintain effective internal controls and ensure the reliability of financial reporting.

Supply Chain and Raw Material Risk

To mitigate risks associated with volatile raw material prices, supply chain disruptions, tariffs, and transportation delays, the Company has adopted a multi-pronged approach.

This includes purchasing larger volumes from existing suppliers, securing alternative suppliers, planning material purchases further in advance, and adjusting customer pricing to offset cost increases.

These measures are designed to maintain material availability and minimize disruptions to production schedules.

Backlog, Customer Diversification, and Contract Risk

The Company closely monitors its backlog, customer concentration, and contract terms.

Its backlog as of January 31, 2026, was $121.6 million, primarily expected to be completed within the following fiscal year.

Customer concentration is mitigated through secured payment methods and ongoing monitoring of financial strength.

Contracts are structured to include progress-billing arrangements and provisions for recoverable costs in the event of cancellations, helping to protect cash flow and working capital.

Tax and Regulatory Risk

The Company regularly monitors tax regulations, legislation, and interpretations in jurisdictions where it operates.

Management applies judgment in evaluating uncertain tax positions and plans for potential limitations on net operating loss carryforwards, mitigating the risk of unexpected future tax liabilities.

Human Capital and Operational Continuity

The Company invests in attracting, developing, and retaining skilled personnel, recognizing that its human capital is essential to operational success.

Ongoing training, succession planning, and engagement initiatives are in place to ensure continuity of operations and strong performance across all regions.

Through these measures, the Company seeks to mitigate risks and sustain financial performance, operational stability, and long-term growth, despite external and internal challenges.

The analysis presented below and discussed in more detail throughout this MD&A was organized to provide instructive information for better understanding the Company's results of operations, financial condition and cash flows.

14 unchanged sentences

Selling expense

Interest expense

Other income (expense)

Interest expense, net

Other (expense) income, net

Income before income tax

Income tax expense (benefit)

Income tax expense

Net income attributable to non-controlling interest

2 unchanged sentences

Net sales were $210.9 million and $158.4 million in the years ended January 31, 2026 and 2025, respectively.

The increase of $7.7 million was primarily a result of higher sales volumes in the Middle East and Canada.

The increase of $ 52.5 million was primarily the result of higher sales volumes in the Middle East, Canada, and the United States.

Gross profit was $69.5 million, or 33% of net sales and $53.2 million, or 34% of net sales, in the years ended January 31, 2026 and 2025, respectively.

The increase of $11.7 million was driven by higher sales volumes and improved gross margins in the Middle East and Canada.

General and administrative expense

The increase of $ 16.3 million was driven by higher sales volumes and consistent gross margins globally.

General and administrative expenses

General and administrative expenses were $35.3 million and $28.0 million in the years ended January 31, 2026 and 2025, respectively.

The increase of $5.4 million was primarily related to higher compensation costs and professional fees.

The increase of $ 7.3 million was primarily related to higher compensation costs and professional fees, including approximately $1.0 million relating to Sarbanes-Oxley 404 compliance in connection with our transition from a non-accelerated filer to an accelerated filer.

This also includes a one-time compensation charge of approximately $2.0 million related to the departure of the previous CEO.

Selling expenses

Selling expenses were $ 4.7 million and $ 4.9 million in the years ended January 31, 2026 and 2025 , respectively.

The decrease of $0.6 million was driven by lower payroll expenses during the year.

Interest expense

The decrease of $ 0.2 million was primarily driven by lower payroll expenses during the year.

Interest expense, net

Interest expense was $1.8 million and $1.9 million in the years ended January 31, 2026 and 2025, respectively.

The decrease of $0.4 million was related to decreased borrowings and, to a lesser extent, lower interest rates.

Other income (expense)

Other income was $0.1 million, as compared to other expense of $(1.2) million in the years ended January 31, 2025 and 2024, respectively.

The change relates mainly to a certain one-time non-recurring charge in connection with a non-cash pre-tax settlement resulting from the termination of the Company's pension plan.

The decrease of $ 0.1 million was the result of an overall reduction in interest rates during the current year

The Company's worldwide effective tax rates ("ETR") were 24.9% and 29.1% in the years ended January 31, 2026 and 2025, respectively.

The change in 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.

The change in the ETR was largely due to changes in the mix of income and loss in various tax jurisdictions and the domestic Global Intangible Low-Taxed Income ("GILTI") inclusion.

For further information, see Note 7 - Income taxes , in the Notes to Consolidated Financial Statements.

1 unchanged sentence

Net income attributable to common stock was $17.0 million and $9.0 million in the years ended January 31, 2026 and 2025, respectively.

The decrease in net income was a result of the changes discussed above, less amounts attributable to non-controlling interest.

The increase in net income was a result of the changes discussed above, less amounts attributable to non-controlling interest.

Liquidity and capital resources

1 unchanged sentence

On January 31, 2026, approximately $0.2 million was held in the United States, and $18.5 million was held by the Company's foreign subsidiaries.

The Company's working capital was $54.7 million on January 31, 2025 compared to $41.1 million on January 31, 2024 .

As o f January 31, 2025, the Company had $3.7 million of borrowing capacity under the Renewed Senior Credit Facility (as defined below) in North America and $15.6 million of borrowing capacity under its foreign revolving credit agreements.

The Company had $6.8 million borrowed under the Renewed Senior Credit Facility and $4.8 million borrowed under its foreign revolving credit agreements at January 31, 2025.

The Company's working capital was $66.9 million on January 31, 2026 compare d to $ 54.7 million on January 31, 2025 .

As of January 31, 2026 , the Company had $ 2.7 million of borrowing capacity under the Renewed Senior Credit Facility (as defined below) in North America and $ 29.9 million of borrowing capacity under its foreign credit agreements.

The Company had $ 10.7 million borrowed under the Renewed Senior Credit Facility and $ 8.4 million borrowed under its foreign credit agreements at January 31, 2026 .

Net cash provided by operating activities in the years ended January 31, 2026 and 2025 was $ 9.2 million and $ 13.9 million, respectively.

The current year decrease of $0.8 million was due primarily to a decrease in accounts payable and customer deposits, partially offset by a reduction in receivables, prepaid expenses and other current assets, as compared to the prior year.

The decrease of $ 4.7 million was primarily driven by an increase in accounts receivable, partially offset by an increase in net income and customer deposits compared to the prior year.

Net cash used in investing activities in the years ended January 31, 2026 and 2025 was $ 10.4 million and $ 2.8 million, respectively.

The decrease of $8.3 million was due to less investment activity in capital assets during the year, mainly in the United States and Canada.

Net cash used in financing activities in the years ended January 31, 2025 and 2024 was $0.9 million and $3.3 million, respectively.

The decrease of $2.4 million during the year ended January 31, 2025 consisted, in part, from no share repurchase activity as compared to the use of the remaining $1.0 million authorized as part of the Company's share repurchase program during the year ended January 31, 2024.

Additionally, a net repayment was made of borrowings under the Company's credit facilities of approximately $0.2 million, as compared to a net repayment of approximately $1.3 million during the year ended January 31, 2024.

Further, debt totaled $24.5 million and $25.7 million as of January 31, 2025 and 2024, respectively.

For additional information, see Note 5 - Debt, in the Notes to Consolidated Financial Statements.

The increase of $ 7.6 million was primarily driven by higher capital expenditures during the period, related to the Middle East.

Net cash provided by financing activities was $ 6.6 million for the year ended January 31, 2026 , compared to net cash used in financing activities of $0.9 million for the year ended January 31, 2025 .

The $7.5 million increase in cash provided was primarily driven by increased net borrowings under the Company’s revolving lines of credit.

Subsequent to January 31, 2026, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., which provides for a revolving credit facility with total commitments of $18.0 million.

The facility effectively refinanced and replaced the Company’s existing credit facility with PNC Bank, National Association and to support the Company’s ongoing working capital and general corporate needs.

The credit facility is intended to serve as a temporary bridge financing arrangement.

The Company expects to enter into a new global credit facility with a syndicate of lenders, with JPMorgan expected to act as administrative agent and lead arranger.

Upon execution of the global credit facility, the Company expects that any outstanding borrowings under this credit agreement will be repaid or refinanced and the credit agreement will be terminated;

however, there can be no assurance as to the timing or terms of such transaction.

The Company believes it will have the ability to satisfy all working capital needs and any planned capital expenditures for the twelve months following the issuance of the Consolidated Financial Statements, based on its existing cash on hand, cash flows from operations, and available credit facilities.

There was no restricted cash held in the United States on January 31, 2026 or January 31, 2025.

Restricted cash held by foreign subsidiaries was $1.4 million as of January 31, 2025 and 2024, respectively.

Restricted cash held by foreign subsidiaries was $3.6 million and $1.4 million as of January 31, 2026 and 2025, respectively.

Restricted cash held by foreign subsidiaries related to fixed deposits that also serve as security deposits and guarantees.

13 unchanged sentences

Scheduled maturities, excluding interest.

Scheduled maturities of foreign revolver line, excluding interest.

Scheduled maturities of foreign credit facilities, excluding interest.

This schedule represents the cash payments to be made under the lease agreement for the land and buildings sold by the Company in Lebanon, Tennessee and leased back from the purchaser in April 2021.

11 unchanged sentences

is a borrower under the Renewed Senior Credit Facility (collectively, the “Borrowers”).

The Renewed Senior Credit Facility matures on September 20, 2026.

The Borrowers have used and will continue to use borrowings under the Renewed Senior Credit Facility (i) to fund future capital expenditures;

7 unchanged sentences

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.

1 unchanged sentence

Further, the North American Loan Parties may not make repurchases of the Company's common stock in excess of $3.0 million.

The Renewed Senior Credit Facility also contains financial covenants requiring the North American Loan Parties to achieve a ratio of its EBITDA (as defined in the Renewed Senior Credit Facility) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Renewed Senior Credit Facility to be not less than 1.10 to 1.00 for any five consecutive days in which the undrawn availability is less than $3.0 million or any day in which the undrawn availability is less than $2.0 million.

As of January 31, 2025 , the calculated ratio was greater than 1.10 to 1.00.

January 31, 2026

, 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 Company was in compliance with respect to these covenants as of and for the year ended

January 31, 2026

The Renewed Senior Credit Facility contains customary events of default.

2 unchanged sentences

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.

January 31, 2025, the Company had borrowed an aggregate of $

January 31, 2026

, the Company had borrowed an aggregate of $

million at a rate of

9.0% and had $

million available under the Renewed Senior Credit Facility.

January 31, 2025, the Company had borrowed an aggregate of $

5.5 million and had $

6.8 million at a rate of 9.0% and had $

3.7 million available under the Renewed Senior Credit Facility.

Revolving lines -

Subsequent Event — Credit Agreement.

Subsequent to January 31, 2026, the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., which effectively replaced the Company’s existing credit facility with PNC Bank, National Association.

The Credit Agreement provides for a revolving credit commitment of up to $18.0 million, subject to customary borrowing base limitations, and matures in October 2027.

Borrowings bear interest at variable rates based on SOFR or an alternate base rate, plus an applicable margin.

The Credit Agreement is intended to serve as a temporary bridge financing arrangement.

The Company expects to enter into a new global credit facility with a syndicate of lenders in the coming months;

however, there can be no assurance as to the timing or terms of such a transaction.

Upon execution of the global credit facility, any outstanding borrowings under the Credit Agreement are expected to be transitioned into the new facility.

As the Credit Agreement was executed after the balance sheet date, no amounts were outstanding under this facility as of January 31, 2026.

Credit facilities - 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.

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.

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.

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.

January 31, 2025 and

January 31, 2024, the Company had unused borrowing availability of approximately $9.0 million and $1.0 million, respectively.

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

The Company’s credit facilities in the United Arab Emirates (“U.A.E.”) consist of the following:

Active Facilities (U.A.E.)

The Company maintains a credit facility with a financial institution in the U.A.E.

totaling 65.2 million U.A.E.

Dirhams (“AED”) (approximately $17.8 million at

January 31, 2026).

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.

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.

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

million Saudi Riyal (approximately $

Borrowings under the facility bear interest at the Emirates Inter Bank Offered Rate (“EIBOR”) plus 3.5% per annum, subject to minimum interest rates ranging from 4.5% to 8.0% per annum, depending on the type of financing utilized.

The facility is stratified by instrument type and expires at various dates through October 2026.

As of January 31, 2026, the Company was in compliance with all covenants under this facility.

January 31, 2026, the Company had outstanding borrowings of 9.4 million AED (approximately $2.6 million), which are included in “Short-term borrowings and current maturities of long-term debt” on the Consolidated Balance Sheets.

Additionally, as of

January 31, 2026, the Company had issued guarantees totaling 30.9 million AED (approximately $8.4 million).

After accounting for outstanding borrowings and issued guarantees, the Company had unused availability of approximately $6.8 million under the credit facility as of

January 31, 2026.

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.

The Company maintains a letter of credit facility with a financial institution in the U.A.E.

totaling 100.0 million AED (approximately $27.2 million at January 31, 2026) and expiring in July 2026.

The facility is non-interest bearing;

however, the Company incurs a commission ranging from 0.8% to 1.0% per annum on the face value of issued instruments and is required to maintain cash collateral (margins) ranging from 10% to 15% depending on the type of instrument utilized.

As of January 31, 2026, the Company had outstanding guarantees under this facility of 40.5 million AED (approximately $11.0 million).

The remaining available balance under the facility was 59.5 million AED (approximately $16.2 million) as of January 31, 2026.

Expired Facilities (U.A.E.)

January 31, 2025, the Company maintained a credit facility with a financial institution in the U.A.E.

totaling 65.2 million AED (approximately $17.7 million).

This facility, which expired in August 2025, bore interest at a rate of approximately 7.9% as of

January 31, 2025.

, the facility has an interest rate of approximately

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.

Outstanding borrowings under this facility were $0.1 million at

January 31, 2025, and were included in “Short-term borrowings and current maturities of long-term debt” on the Consolidated Balance Sheets.

January 31, 2025, the Company had unused availability of approximately $9.0 million, which was net of issued guarantees and letters of credit.

January 31, 2025, the Company maintained a revolving credit facility with a financial institution in the U.A.E.

totaling 8.0 million AED (approximately $2.2 million).

This facility, which expired in July 2025, bore interest at a rate of approximately 7.9% as of

January 31, 2025.

Outstanding borrowings under this facility were $0.4 million at

January 31, 2025, and were included in “Short-term borrowings and current maturities of long-term debt” on the Consolidated Balance Sheets.

January 31, 2025, the Company had unused availability of approximately $1.6 million, which was net of issued guarantees and letters of credit.

In June 2021, the Company's Egyptian subsidiary entered into a credit facility with a financial institution in Egypt, which has been subsequently amended.

The facility provides project-based financing and expires in December 2026.

The facility has a maximum borrowing capacity of 120.0 million Egyptian Pounds ("EGP") (approximately $2.6 million) and 100.0 million EGP (approximately $2.0 million) as of January 31, 2026 and 2025, respectively.

The line is secured by certain assets of the subsidiary, including accounts receivable, and contains various covenants, including a maximum leverage ratio and restrictions on incurring additional indebtedness.

As of January 31, 2026, the Company was in compliance with all covenants under this facility.

As of January 31, 2026, borrowings under the Company’s credit facility in Egypt bore interest at rates ranging from 15.0% to 20.8%.

The 15.0% rate relates to specific government-sponsored initiatives, while the 20.8% rate applies to our general facility limits.

The Company had $0.2 million outstanding under this arrangement as of January 31, 2026, and an insignificant amount outstanding as of January 31, 2025.

Both amounts are included in "Short-term borrowings and current maturities of long-term debt" on the Consolidated Balance Sheets.

As of January 31, 2026 and 2025, the Company had unused availability of approximately $2.4 million and $2.0 million, respectively.

In March 2022, the Company’s Saudi Arabian subsidiary entered into a credit arrangement with a financial institution in Saudi Arabia for a revolving line totaling 37.0 million Saudi Riyals (“SAR”) (approximately $9.9 million at January 31, 2026).

The credit arrangement provides project-based financing at interest rates competitive in Saudi Arabia, is secured by certain assets of the subsidiary including accounts receivable, and expires on April 27, 2026.

As of January 31, 2026, the facility bore interest at a rate of approximately 8.5%.

As of January 31, 2026, the Company was in compliance with all covenants under this arrangement.

The Company had outstanding borrowings of $2.9 million and $1.5 million as of January 31, 2026 and 2025, respectively, which are included in “Short-term borrowings and current maturities of long-term debt” on the Consolidated Balance Sheets.

Unused availability under this arrangement was $5.3 million and $3.0 million as of January 31, 2026 and 2025, respectively, which are net of both outstanding borrowings and issued letters of guarantee.

Foreign credit facilities - overall

These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Company operates.

3 unchanged sentences

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

20.8%, with a weighted average rate of

11.6%, and the Company had facility limits totaling $

34.6 million under these credit arrangements.

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.

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.

As of January 31, 2026 and January 31, 2025, the amount of foreign subsidiary debt guaranteed by the Company was approximately $8.4 million and $4.8 million, respectively.

The Company was in compliance with respect to the covenants under the credit arrangements in the U.A.E., Egypt, and Saudi Arabia as of January 31, 2026.

Certain of these arrangements are subject to periodic renewal;

while such renewals are being processed, the Company remains in regular communication with the lenders, and the arrangements have historically continued without interruption or penalty.

On January 31, 2026, interest rates were based on (i) the EIBOR plus 3.5% per annum for the U.A.E.

credit arrangements, which have minimum interest rates ranging from 4.5% to 8.0% per annum;

(ii) interest rates ranging from 15.0% to 20.8% for the Egypt credit arrangements;

and (iii) an interest rate of 8.5% for the Saudi Arabia credit arrangement.

Based on these base rates, as of January 31, 2026, the Company's interest rates ranged from 7.1% to 20.8%, with a weighted average rate of 8.1%, and the Company had facility limits totaling $57.5 million under these credit arrangements.

As of January 31, 2026, $21.1 million of the facility limits were utilized to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees.

Additionally, as of January 31, 2026, the Company had borrowed $5.7 million and had an additional $29.9 million of borrowing availability remaining under the foreign revolving credit arrangements.

The foreign revolving lines balances were included as a component of "Short-term borrowings and current maturities of long-term debt" on the Consolidated Balance Sheets as of January 31, 2026 and January 31, 2025.

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 buildings in Lebanon, Tennessee (the "Property").

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.

4 unchanged sentences

Under the Lease Agreement, the Company has four consecutive options to extend the term of the lease by five years for each such option.

January 31, 2025 and

2024, the Company had a net book value relating to this asset of

$1.8 million and $1.9 million, respectively.

As of January 31, 2026 and 2025, the Company had a net book value relating to this asset of $1.7 million and $1.8 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 $

million is recognized in current maturities of long-term debt and the long-term portion of $

million is recognized in long-term finance obligation on the Company's consolidated balance sheets as of

January 31, 2025

The current portion of the finance obligation of $0.3 million is recognized in "Short-term borrowings and current maturities of long-term debt" and the long-term portion of $8.5 million is recognized in "Long-term finance obligation" on the Consolidated Balance Sheets as of January 31, 2026.

The net carrying amount of the financial liability and remaining assets will be zero at the end of the lease term.

Mortgage Note.

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, 2026, the remaining balance on the mortgage in Canada is approximately 5.4 million Canadian Dollars ("CAD") (approximately $4.0 million at January 31, 2026).

The interest rate is variable, and was 6.3% at January 31, 2026.

The principal balance is included as a component of "Short-term borrowings and current maturities of long-term debt" and "Long-term debt, less current maturities" on the Consolidated Balance Sheets and is presented net of issuance costs of $0.1 million as of January 31, 2026 and January 31, 2025.

Loan Payable to GIG.

In June 2023, in connection with the formation of a joint venture with Gulf Insulation Group (“GIG”), the Company assumed a promissory note with an aggregate principal amount of approximately $2.8 million, which originally carried a maturity date of April 9, 2026.

Subsequent to the fiscal year ended January 31, 2026, the Company and GIG entered into discussions to formally extend the maturity of the note.

While a specific revised maturity date has not yet been finalized, both parties expect the joint venture to continue for the foreseeable future and the joint venture has continued to operate without any restrictions or disruption.

Because the Company does not currently have a contractual, unconditional right to defer settlement for at least twelve months following the balance sheet date, the obligation is classified as a current liability within “Short-term borrowings and current maturities of long-term debt” at January 31, 2026, compared to its classification within “Long-term debt, less current maturities” at January 31, 2025.

The Company is currently evaluating a formal amendment to the note agreement and will reclassify the debt to long-term in future periods should a formal extension beyond one year be executed.

We assess going concern uncertainty on a quarterly basis to determine if we have sufficient cash and cash equivalents on hand, working capital and access to capital through financing agreements to operate for a period of at least a year from the date of our consolidated financial statements are issued (the lookforward period).

Our ability to continue as a going concern is dependent on many factors, including, among other things, our ability to comply with the covenants in our debt agreements, our ability to cure any defaults that may occur under our debt agreements, or forbearances with respect to any such defaults, and our ability to pay, retire, amend, replace or refinance our indebtedness as principal payments come due.

We can offer no assurances that we will be able to successfully obtain financing.

A summary of our liquidity and relevant cash flows is presented above.

We believe that our unrestricted cash, cash flows from operating activities and availability and commitments under existing financing agreements are sufficient to meet future business requirements for the look-forward period.

Accounts receivable

12 unchanged sentences

Stock repurchase plan

The repurchase program approved on October 4, 2021, authorized the Company to use up to $3.0 million for the purchase of its outstanding shares of common stock.

Stock repurchases were permitted to be executed through open market or privately negotiated transactions, depending upon current market conditions and other factors.

On December 7, 2022, the Board of Directors authorized the use of $1.0 million remaining under the share repurchase program previously approved on October 4, 2021 that expired on October 3, 2022.

During the twelve months ended January 31, 2024, the Company used the remaining $1.0 million 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.

On August 29, 2024, the Company retired all remaining treasury stock previously acquired under the stock repurchase program.

6 unchanged sentences

Revenue recognition.

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.

In accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , the Company recognizes revenue over time 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.

Under the input accounting method, 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.

3 unchanged sentences

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.

See Note 4 - Revenue recognition, in the Notes to Consolidated Financial Statements, for further information relating to the revenue recognition accounting methods.

Income taxes.

7 unchanged sentences

New accounting pronouncements.

See Recent accounting pronouncements in Note 2 - Significant accounting policies, in the Notes to Consolidated Financial Statements.

See "Accounting Pronouncements Recently Adopted" in Note 2 - Significant accounting policies, in the Notes to Consolidated Financial Statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis