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Item 8. Financial Statements and Supplementary Data

2026-04-16 compared with 2025-05-01 · 1361 added, 1 removed, 2 unchanged (100% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company for each of the two years in the years ended January 31, 2025 and 2024 and the notes thereto are set forth beginning on page 23.

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations 23

Consolidated Statements of Comprehensive Income 24

Consolidated Balance Sheets 25

Consolidated Statements of Stockholders' Equity 26

Consolidated Statements of Cash Flows 27

Notes to Consolidated Financial Statements 28

Note 1 - Business information 28

Note 2 - Significant accounting policies 29

Note 3 - Retention 34

Note 4 - Revenue recognition 34

Note 5 - Debt 37

Note 6 - Leases 40

Note 7 - Income taxes 43

Note 8 - Retirement plans 46

Note 9 - Stock-based compensation 47

Note 10 - Interest expense 49

Note 11 - Joint venture and non-controlling interest 50

Note 12 - Segment reporting 51

Note 13 - Subsequent events 52

Schedule II - Valuation and qualifying accounts 53

Index to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Perma-Pipe International Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Perma-Pipe International Holdings, Inc.

and its subsidiaries (the "Company") as of January 31, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for the years then ended, including the related notes and schedule of valuation and qualifying accounts for the years then ended appearing under Item 8 (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls in response to the risks of material misstatement, not designing and maintaining effective controls over segregation of duties related to manual journal entries, account reconciliations and the purchases and payables process, not designing and maintaining effective controls over the review of the financial close process, including the statement of cash flows and verifying the financial statement disclosures agree to the Company's accounting records, and not designing and maintaining effective controls at operating locations in the Middle East and North Africa ("MENA").

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 annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses referred to above are described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting 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 audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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 audits 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.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process 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.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.

Critical Audit Matters

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 $52 million of the Company’s revenue for year ended January 31, 2026 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.

Due to the custom nature of the goods and services, the "over time" method is the most faithful depiction of the transfer of goods and services to the customer as it measures the value of the work performed.

Costs include all material, labor, and direct costs incurred to satisfy the performance obligations of the contract.

Revenue recognition begins when a project’s costs are initially incurred.

Estimates of total contract costs are reviewed and revised periodically as work progresses.

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.

As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified that impacted this matter.

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 testing the effectiveness of controls relating to the revenue recognition process, including controls over the estimates of total costs to complete the contracts.

These procedures also 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, 2025 to evaluate actual costs incurred to estimated costs.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

April 16, 2026

We have served as the Company’s auditor since 2024.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Year ended January 31,

$ 210,925 $ 158,384

Cost of sales

141,437 105,136

69,488 53,248

Operating expenses

General and administrative expenses

35,293 28,000

Selling expense

Total operating expenses

40,039 32,947

Income from operations

29,449 20,301

Interest expense, net

Other (expense) income, net

Income before income tax

27,493 18,468

Income tax expense

20,649 13,091

Net income attributable to non-controlling interest

Net income attributable to common stock

$ 17,035 $ 8,983

Weighted average common shares outstanding

Earnings per share attributable to common stock

$ 2.12 $ 1.13

$ 2.09 $ 1.12

See accompanying notes to consolidated financial statements.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year ended January 31,

$ 20,649 $ 13,091

Other comprehensive income

Currency translation adjustments, net of tax

518 ( 2,646 )

Comprehensive income

$ 21,167 $ 10,445

Comprehensive income attributable to non-controlling interest

Total comprehensive income attributable to common stock

$ 17,553 $ 6,337

See accompanying Notes to Consolidated Financial Statements.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

Current assets

Cash and cash equivalents

$ 18,720 $ 15,716

Restricted cash

Trade accounts receivable, less allowance for doubtful accounts of $ 1,571 at January 31, 2026 and $ 703 at January 31, 2025

66,023 43,148

18,115 16,622

Prepaid expenses and other current assets

Unbilled accounts receivable

28,814 18,936

Costs and estimated earnings in excess of billings on uncompleted contracts

Total current assets

146,734 108,802

Long-term assets

Property, plant and equipment, net of accumulated depreciation

44,116 35,365

Operating lease right-of-use asset

Deferred tax assets

Other long-term assets

Total long-term assets

70,752 56,439

$ 217,486 $ 165,241

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Trade accounts payable

$ 24,541 $ 23,691

Accrued compensation and payroll taxes

Commissions and management incentives payable

Short-term borrowings and current maturities of long-term debt

Customers' deposits

Operating lease liability short-term

Other accrued liabilities

Billings in excess of costs and estimated earnings on uncompleted contracts

Income taxes payable

Total current liabilities

79,789 54,063

Long-term liabilities

Long-term debt, less current maturities

Long-term finance obligation

Deferred compensation liabilities

Deferred tax liabilities

Operating lease liability long-term

Other long-term liabilities

Total long-term liabilities

31,396 28,073

Non-controlling interest

15,663 10,967

Commitments and contingencies (See Item 3)

Stockholders' equity

Common stock, $ .01 par value, authorized 50,000 shares;

8,122 issued and outstanding at January 31, 2026 and 7,983 issued and outstanding at January 31, 2025

Additional paid-in capital

61,097 60,151

Retained earnings

37,139 20,104

Accumulated other comprehensive loss

( 7,679 ) ( 8,197 )

Total stockholders' equity

90,638 72,138

Total liabilities and stockholders' equity

$ 217,486 $ 165,241

See accompanying notes to consolidated financial statements.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

Additional Paid-in Capital

Retained Earnings

Treasury Stock

Accumulated Other Comprehensive Loss

Total Stockholders' Equity

Total stockholders' equity on January 31, 2024

$ 80 $ 60,063 $ 12,088 $ ( 968 ) $ ( 5,551 ) $ 65,712

- - 8,983 - - 8,983

Common stock withheld related to net share settlement of equity awards

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

- - 17,035 - - 17,035

Common stock withheld related to net share settlement of equity awards

1 ( 510 ) - - - ( 509 )

Retirement of treasury stock

Stock-based compensation expense

- 2,537 - - - 2,537

Amount attributable to non-controlling interest

- ( 1,081 ) - - - ( 1,081 )

Foreign currency translation adjustment

- - - - 518 518

Total stockholders' equity on January 31, 2026

$ 81 $ 61,097 $ 37,139 $ - $ ( 7,679 ) $ 90,638

Balances at beginning of year

7,982,568 8,016,781

Treasury stock retired

- ( 112,015 )

Shares issued, net of shares used for tax withholding

138,981 77,802

Balance end of year

8,121,549 7,982,568

See accompanying notes to consolidated financial statements.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year ended January 31,

Operating activities

$ 20,649 $ 13,091

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

Deferred tax expense

Stock-based compensation expense

Provision on uncollectible accounts

(Gain) loss on disposal of fixed assets

Changes in operating assets and liabilities

Accounts payable

481 ( 1,169 )

Accrued compensation and payroll taxes

( 1,360 ) ( 1,817 )

Customers' deposits

9,343 ( 1,637 )

Income tax receivable

Prepaid expenses and other current assets

3,247 ( 447 )

Accounts receivable

( 22,559 ) 2,465

Costs and estimated earnings in excess of billings on uncompleted contracts

( 1,718 ) 163

Billings in excess of costs and estimated earnings on uncompleted contracts

Unbilled accounts receivable

( 9,943 ) ( 2,987 )

Other assets and liabilities

( 85 ) ( 2,419 )

Net cash provided by operating activities

Investing activities

Capital expenditures

( 10,440 ) ( 2,875 )

Proceeds from sales of property and equipment

Net cash used in investing activities

( 10,423 ) ( 2,848 )

Financing activities

Proceeds from revolving lines

91,857 76,344

Payments of debt on revolving lines

( 84,210 ) ( 76,540 )

Payments of debt on mortgage

( 222 ) ( 360 )

Payments of principal on finance obligation

( 229 ) ( 187 )

Increase (decrease) in drafts payable

Payments on finance lease obligations, net

( 84 ) ( 31 )

Stock options exercised and taxes paid related to restricted shares vested

( 509 ) ( 179 )

Net cash provided by (used in) financing activities

6,586 ( 907 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash

( 154 ) ( 296 )

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash - beginning of period

Cash, cash equivalents and restricted cash - end of period

$ 22,295 $ 17,117

Supplemental cash flow information

Interest paid

$ 1,768 $ 1,928

Income taxes paid

Fixed assets acquired under financing leases - non-cash

Fixed assets acquired - non-cash

See accompanying notes to consolidated financial statements.

Index to Consolidated Financial Statements

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 2026 AND 2025

(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", or "our") 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.

The Company's fiscal year ends on January 31.

Years, results and balances described as 2025 and 2024 are for the fiscal years ended January 31, 2026 and 2025 , 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, and (iv) liquid and powder based anti-corrosion coatings applied both to the external and internal surfaces of steel pipe, including shapes such as bends, reducers, tees, and other spools/fittings used in pipelines for the transportation of oil and gas products and potable water.

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

Geographic information.

Net sales are attributed to geographic areas based on the location of the facility from which the product is shipped.

Sales originating from international operations represented 71.7 % and 66.9 % of total net sales in 2025 and 2024 , respectively.

Long-lived assets, which consist of property, plant, and equipment, are attributed to geographic areas based on their physical location.

United States

$ 59,601 $ 52,495

48,070 32,756

United Arab Emirates

47,311 23,875

45,395 37,663

10,548 11,595

Total net sales

$ 210,925 $ 158,384

Property, plant and equipment, net of accumulated depreciation

United States

$ 4,116 $ 4,650

United Arab Emirates

12,308 10,683

Total property, plant and equipment, net of accumulated depreciation

$ 44,116 $ 35,365

Index to Consolidated Financial Statements

Note 2 - Significant accounting policies

Principles of Consolidation and Basis of Presentation.

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.

Certain amounts in prior periods have been reclassified to conform to the current year presentation.

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.

In accordance with Accounting Standards Codification ("ASC") 606, R evenue 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 the input 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.

Under the output method, revenue is recognized based on the direct measurement of the value of goods or services transferred to date relative to the remaining goods promised under the contract.

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 is 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 in both 2025 and 2024.

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 equivalen ts was $ 18.7 million and $ 15.7 million as o f January 31, 2026 and 2025 , respectively.

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

On January 31, 2025 , $ 0.3 million was held in the United States and $ 15.4 million was held by foreign subsidiaries.

Index to Consolidated Financial Statements

Restricted cash.

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

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.

Cash and cash equivalents

$ 18,720 $ 15,716

Restricted cash

Cash, cash equivalents and restricted cash as presented in the statement of cash flows

$ 22,295 $ 17,117

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.

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 maintains a broad and diversified customer base, operating throughout the United States, the Middle East, and Canada.

As of January 31, 2026 , one customer accounted for approximately 23 % of the Company’s total accounts receivable.

For the year ended January 31, 2026 , this same customer represented approximately 12 % of total net sales.

As of January 31, 2025 , and for the year then ended, no single customer accounted for more than 10% of total accounts receivable or net sales.

The Company monitors the creditworthiness of this customer on an ongoing basis.

As of January 31, 2026, no allowance for credit losses was deemed necessary as the Company expects to collect the full carrying value of the outstanding balance.

Index to Consolidated Financial Statements

Accumulated other comprehensive loss.

Accumulated other comprehensive loss represents the change in equity from non-owner transactions and consists of foreign currency translation.

Foreign Currency Translation Adjustments

Total Accumulated Other Comprehensive Loss

Balance as of January 31, 2024

$ ( 5,551 ) $ ( 5,551 )

Currency translation adjustments

( 2,971 ) ( 2,971 )

Tax effect of currency translation adjustments

Balance as of January 31, 2025

( 8,197 ) ( 8,197 )

Currency translation adjustments

Tax effect of currency translation adjustments

( 94 ) ( 94 )

Balance as of January 31, 2026

$ ( 7,679 ) $ ( 7,679 )

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.

Raw materials

$ 18,178 $ 16,374

Work in process

Finished goods

18,925 17,485

Less allowance

( 810 ) ( 863 )

$ 18,115 $ 16,622

The Company conducts periodic reviews of its inventory and records allowances for slow moving and obsolete items to reflect their net realizable value, which is primarily attributable to finished goods.

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 $ 3.2 million and $ 3.6 million in the years ended January 31, 2026 and 2025 , respectively.

Useful Life (Years)

Land, buildings and improvements

3 - 30 $ 29,586 $ 26,276

Machinery and equipment

3 - 10 57,583 50,360

Furniture, office equipment and computer systems

3 - 7 3,417 3,218

Transportation equipment

3 1,159 1,184

91,745 81,038

Less accumulated depreciation

( 47,629 ) ( 45,673 )

Property, plant and equipment, net of accumulated depreciation

$ 44,116 $ 35,365

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, 2026 , 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, 2026 .

Index to Consolidated Financial Statements

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, 2026 and 2025 , 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:

Balance at beginning of year

$ 2,057 $ 2,222

Foreign exchange adjustment

Balance at end of year

$ 2,188 $ 2,057

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, 2026 , 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, 2026 .

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 $ 2.8 million and $ 2.7 mil lion as of January 31, 2026 and 2025 , respectively.

Accumulated amortization was approximately $ 2.6 million as of January 31, 2026 and 2025 .

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 8.7 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 insignificant in the years ended January 31, 2026 and January 31, 2025 .

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, 2026 and 2025, 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.

Index to Consolidated Financial Statements

Net income per common share.

Earnings per share ("EPS") is computed by dividing net income attributable to common stock by the weighted average number of common shares outstanding (basic).

The Company adjusted for dilutive shares in 2025 and 2024 , 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

Dilutive effect of stock options and restricted stock units

Weighted average number of common shares outstanding assuming full dilution

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

Canceled options during the year

Restricted stock and stock options with an exercise price below the average stock price

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 non-employee directors 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 Consolidated Balance Sheets and on the Consolidated Statements of Stockholders' Equity.

These amounts include costs associated with the acquisition of the shares.

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 .

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.

Accounting Pronouncements Recently Adopted .

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 Company adopted the standard effective for the year ended January 31, 2026.

The prospective adoption of this standard update expanded the Company's disclosures related to income taxes, but did not impact its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted.

In November 2024, the FASB issued ASU No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) :

Disaggregation of Income Statement Expenses.

In accordance with this standard update, companies are required to disclose specified information about certain costs and expenses in the notes to the financial statements at each interim and annual reporting period.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard update on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025 - 06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350 - 40 ) :

Targeted Improvements to the Accounting for Internal-Use Software, aimed at modernizing the guidance for internal-use software development.

This guidance removes reference to "development stages" and introduces a "probable-to-complete" recognition threshold to determine when to begin capitalizing software costs.

This guidance will be effective starting with our quarterly report for the fiscal quarter ending April 30, 2028, with prospective, retrospective, or modified transition methods allowed and early adoption permitted.

We are currently evaluating the impact of this ASU, including our timing and method of adoption.

In December 2025, the FASB issued ASU No.

2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements (“ASU 2025 - 11” ).

ASU 2025 - 11 is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This standard update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

Index to Consolidated Financial Statements

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, 2026 and 2025 , the Company had short-term retention receivables of $ 3.0 million and $ 3.3 million, respectively, which were included as a component of trade accounts receivable.

Additionally, the Company had long-term retention receivables of $ 3.0 million and $ 2.6 mi llion as of January 31, 2026 and 2025 , respectively.

The long-term retention receivable balances were included as a component of other long-term assets on the Consolidated Balance Sheets.

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 $

million as of

January 31, 2026

, with a remaining balance due in the amount of $

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, $

million is classified as a long-term asset.

The Company is actively pursuing collection of the customer’s outstanding balances.

During 2025 and 2024, partial payments of $ 0.6 million and $ 0.4 million were received, respectively.

Furthermore, the Company was engaged by the customer for additional work in 2026 under customary trade credit terms, reflecting continued cooperation between the parties.

Based on these factors, no allowance for credit losses was recorded against this receivable as of January 31, 2026 .

If collection efforts prove unsuccessful, an allowance for all or substantially all of the remaining balance may be required in future periods.

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:

Specialty Piping 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 energy & industrial markets.

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:

The customer owns the material that is being insulated or coated, so the customer controls the asset and thus the work-in-process;

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 at a point in time when control of the promised goods is transferred to the customer, generally upon shipment, or as services are performed (ASC 606 - 10 - 25 - 30 ).

Index to Consolidated Financial Statements

A breakdown of the Company's revenues by revenue class for the years ended January 31, 2026 and 2025 is as follows.

$ 15,777 7 % $ 14,112 9 %

Specialty Piping Systems and Coating

Revenue recognized under input method

52,210 25 % 45,606 29 %

Revenue recognized under output method

142,938 68 % 98,666 62 %

$ 210,925 100 % $ 158,384 100 %

The input method is used by certain operating entities to measure revenue by the costs incurred to date relative to the total estimated costs to satisfy the performance obligation.

Generally, these contracts are considered a single performance obligation satisfied over time.

Due to the custom nature of the goods and services, the Company believes this method is the most faithful depiction of the transfer of goods and services to the customer as it measures the value of the work performed.

Costs include all material, labor, and direct costs incurred to satisfy the performance obligations of the contract.

Revenue recognition begins when a project's costs are initially incurred.

Estimates of total contract costs are reviewed and revised periodically as work progresses.

The output method is used by all other operating entities to measure revenue by the direct measurement of the value of goods or services transferred to date relative to the remaining goods promised under the contract.

Due to the requirements of certain customers, these contracts often require formal inspection protocols or specific export documentation for units produced.

Therefore, the output method is the most faithful depiction of the Company’s performance.

Depending on the terms of the contract, revenue may be recognized upon the transfer of control, which may occur when units are produced, inspected, and held by the Company at the customer’s request, or when units are 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.

These amounts are recorded as contract liabilities on the Consolidated Balance Sheets until the performance obligation is satisfied.

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 become known.

Provisions for estimated losses on uncompleted contracts are recorded in the period in which such losses are determined.

The transaction price associated with the Company's contracts with customers is 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 allocated to the performance obligations and recognized as revenue based on the project type and the method used to measure the transfer of promised goods and services to customers.

Transaction prices relating to cost-plus contracts are determined by applying the applicable profit margin to costs incurred, whereas transaction prices relating to fixed-price contracts are determined on a lump-sum basis.

Standard payment terms are generally net 30 to 60 days, which are 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 and estimated earnings 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 based on milestones or conditions beyond the mere 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.

Index to Consolidated Financial Statements

The Company anticipates that substantially all costs incurred on uncompleted contracts as of January 31, 2026 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:

Costs incurred on uncompleted contracts

$ 17,562 $ 11,621

Estimated earnings

Earned revenue

30,283 20,987

Less billings to date

27,784 19,302

Costs in excess of billings, net

$ 2,499 $ 1,685

Balance sheet classification

Contract assets:

Costs and estimated earnings in excess of billings on uncompleted contracts

$ 4,652 $ 2,934

Contract liabilities:

Billings in excess of costs and estimated earnings on uncompleted contracts

( 2,153 ) ( 1,249 )

Costs in excess of billings, net

$ 2,499 $ 1,685

Substantially all of the $ 1.2 million and $ 0.5 million contract liabilities balances at January 31, 2025 and 2024 , respectively, were recognized in revenues during 2025 and 2024 , respectively.

Unbilled accounts receivable

The Company has recorded $ 28.8 million and $ 18.9 million of unbilled accounts receivable on the Consolidated Balance Sheets as of January 31, 2026 and 2025 , respectively, from revenues generated by certain of its subsidiaries.

In these instances, 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 the Company has an unconditional right to payment;

however, 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, 2026 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, they are expensed in the period incurred.

As a result of the Company's contracts having an expected 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.

Index to Consolidated Financial Statements

Note 5 - Debt

During the current year, the Company disaggregated its ‘Revolving lines - foreign' into ‘Revolving credit agreement – United Arab Emirates,' ‘Revolving credit agreement – Egypt,’ and ‘Revolving credit agreement – Saudi Arabia.’ Further, ‘Short-term debt’ and ‘Long-term debt’ were stratified by underlying instrument for presentation purposes.

This refined presentation provides more detailed information regarding the Company’s capital structure.

Prior period amounts have also been disaggregated to conform to the current year presentation.

This update in presentation had no impact on total liabilities, net income, or cash flows.

Short-term debt

Revolving credit agreement - North America

$ 10,749 $ 6,765

Revolving credit agreement - United Arab Emirates

Revolving credit agreement - Egypt

Revolving credit agreement - Saudi Arabia

Finance obligation - buildings and land

Mortgage note

Finance lease obligation

Loan payable to GIG

Total short-term debt

$ 19,843 $ 9,253

Long-term debt

Finance obligation - buildings and land

$ 8,527 $ 8,798

Mortgage note

Loan payable to GIG

Finance lease obligation

Unamortized debt issuance costs

( 109 ) ( 116 )

Total long-term debt

$ 12,696 $ 15,213

The following table summarizes the Company's scheduled maturities in each of the next five fiscal years:

Revolving line - North America

$ 10,749 $ 10,749 $ - $ - $ - $ - -

Mortgage note

3,965 228 235 235 235 235 2,797

Revolving lines - foreign

5,672 5,672 - - - - -

Long-term finance obligation

8,794 267 309 354 406 461 6,997

Finance lease obligations

715 174 150 145 149 97 -

Loan payable to GIG

2,753 2,753 - - - - -

$ 32,648 $ 19,843 $ 694 $ 734 $ 790 $ 793 $ 9,794

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 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;

(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.

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.

Index to Consolidated Financial Statements

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 m illion.

As of 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 and for the year ended January 31, 2026 .

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, 2026 , the Company had borrowed an aggregate of $ 10.7 million at a rate of 7.8 % and had $ 2.7 million available under the Renewed Senior Credit Facility.

A s 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.

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 -

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’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 ).

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.

As of 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 .

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.)

As of 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 .

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.

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

As of 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.

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

Index to Consolidated Financial Statements

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 $ 2.4 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 outstan ding 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 $ 2.2 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.

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.

January 31, 2026 and

January 31, 2025 , the amount of foreign subsidiary debt guaranteed by the Company was approximately

$ 8.4 million

$ 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 $ 57.3 mi llion 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 an d had an additional $ 30.5 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.

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

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, 2026 and

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 borrow ing 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 $ 0.3 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 "L ong-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.

Index to Consolidated Financial Statements

Note 6 - Leases

The Company enters into lease agreements for real estate, including office space, production buildings, and land, as well as non-real estate assets such as heavy machinery, office equipment, and vehicles.

Our leases are classified as either operating or finance leases at the commencement date.

Operating leases consist of each of the above asset types, which have lease terms of 2 years to 30 years.

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities short-term, and operating lease liabilities long-term on the Consolidated Balance Sheets.

Finance leases consist primarily of heavy machinery with lease terms of 4 to 5 years.

Finance leases are included in property, plant, and equipment, net , current maturities of long-term debt , and long-term debt, less current maturities on the Consolidated Balance Sheets.

Our lease agreements may include options to extend or terminate the lease, as well as options to purchase the underlying asset.

These options are factored into the lease term and the measurement of right-of-use ("ROU") assets and lease liabilities when it is reasonably certain that the Company will exercise them.

These decisions are based on an assessment of economic incentives, such as the strategic importance of the underlying asset to our regional operations and the expected fair market value of the assets at the end of the lease term.

As most of our leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate ("IBR") to determine the present value of lease payments at lease commencement.

The IBR is the rate of interest 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 determining the ROU asset and corresponding lease liability, we evaluate whether a contract contains a lease by assessing if we have the right to control the use of an identified asset for a period of time in exchange for consideration.

For arrangements involving multiple components, we have elected the practical expedient to combine lease and non-lease components (such as common area maintenance and utility charges) into a single lease component for all underlying asset classes.

Certain of our real estate lease agreements include variable lease payments based on inflation rates, which are contractually capped.

These payments are not included in the measurement of the lease liability and are recognized in the period in which the obligation is incurred.

Our lease agreements do not typically include material residual value guarantees or restrictive covenants;

where present, they are not expected to result in material payments.

Furthermore, the Company has elected the short-term lease exception for all asset classes, whereby we do not recognize ROU assets or lease liabilities for leases with an initial term of 12 months or less that do not include a purchase option we are reasonably certain to exercise.

Index to Consolidated Financial Statements

Supplemental balance sheet information related to leases is as follows:

Operating and Finance leases

January 31, 2026

January 31, 2025

Finance lease assets

Property and Equipment - gross

$ 1,676 $ 899

Accumulated depreciation and amortization

( 847 ) ( 626 )

Property and Equipment - net

Finance lease liabilities

Finance lease liability short-term

Finance lease liability long-term

Total finance lease liabilities

Operating lease assets

Operating lease ROU assets

$ 13,054 $ 8,199

Operating lease liabilities

Operating lease liability short-term

$ 2,196 $ 1,071

Operating lease liability long-term

Total operating lease liabilities

$ 14,321 $ 8,784

Total lease costs consist of the following:

Consolidated Statements of Operations Classification

Year Ended January 31, 2026

Year Ended January 31, 2025

Finance Lease Costs

Amortization of ROU assets

Cost of sales

Interest on lease liabilities

Interest expense, net

Operating lease costs

Cost of sales, SG&A expenses

Short-term lease costs (1)

Cost of sales, SG&A expenses

Total Lease costs

$ 4,924 $ 2,677

( 1 ) Includes variable lease costs, which are not material

Supplemental cash flow information related to leases is as follows:

Year Ended January 31,

Cash paid for amounts included in the measurement of lease liabilities

Financing cash flows from finance leases

Operating cash flows from finance leases

Operating cash flows from operating leases

ROU Assets obtained in exchange for new lease obligations

Finance leases liabilities

Operating leases liabilities

Index to Consolidated Financial Statements

Weighted-average lease terms and discount rates are as follows:

January 31, 2026

January 31, 2025

Weighted-average remaining lease terms (in years)

Finance leases

Operating leases

Weighted-average discount rates

Finance leases

Operating leases

Maturities of lease liabilities as of January 31, 2026 , are as follows:

Operating Leases

Finance Leases

For the year ended January 31, 2027

$ 2,959 $ 192

For the year ended January 31, 2028

For the year ended January 31, 2029

For the year ended January 31, 2030

For the year ended January 31, 2031

Total lease payments

amount representing interest

( 12,347 ) ( 46 )

Total lease liabilities at January 31, 2026

$ 14,321 $ 715

Rent expense on operating leases, which is recorded on a straight-line basis, was $ 4.8 million and $ 2.5 million for the years ended January 31, 2026 and 2025 , respectively.

Index to Consolidated Financial Statements

Note 7 - Income taxes

Income from continuing operations before income taxes

$ ( 7,429 ) $ ( 4,682 )

34,922 23,150

$ 27,493 $ 18,468

( 1 ) The domestic loss from continuing operations before income taxes includes corporate overhead costs.

Components of income tax expense (benefit)

$ ( 4 ) $ ( 4 )

State and other

Total current income tax expense

Total deferred income tax expense

Total income tax expense

$ 6,844 $ 5,377

Repatriation of foreign earnings

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.

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 $ 1.3 million and $ 0.8 million as of January 31, 2026 and 2025, respectively, related to these taxes.

tax legislation

On July 4, 2025, new tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were otherwise scheduled to expire at the end of 2025.

In addition, the OBBBA makes changes to certain U.S.

corporate tax provisions, several of which are not effective until fiscal 2026.

The Company evaluated the provisions of the OBBBA effective during fiscal 2025 and determined that there were no material impacts on its consolidated financial statements.

The Company is currently evaluating the potential impact of provisions effective after fiscal 2025.

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 $ 82.8 million and $ 14.2 million, respectively, as of January 31, 2026.

Unremitted earnings of $ 51.1 million in the United Arab Emirates would not be subject to withholding tax in the event of a distribution, and $ 31.7 million of unremitted earnings in Saudi Arabia would be subject to withholding tax of $ 1.6 million.

The Company has not recorded a deferred tax liability related to any financial reporting basis over tax basis related to the investment in these foreign subsidiaries as it is not practical to estimate.

Index to Consolidated Financial Statements

The reconciliation between the U.S.

statutory federal income tax rate and the Company’s effective income tax rate for the years ended January 31, 2026 and 2025 in accordance with ASU 2023 - 09 guidance, is detailed in the following table:

federal statutory rate

$ 5,774 21.0 % $ 3,882 21.0 %

State and local income tax, net of federal income tax effect

7 0.0 % 25 0.1 %

Foreign tax effects

Effect of differences in foreign tax rate

( 845 ) ( 3.1 %) ( 873 ) ( 4.7 %)

Depreciation true-up

( 404 ) ( 1.5 %) - 0.0 %

Other, net expense

( 78 ) ( 0.3 %) ( 250 ) ( 1.4 %)

433 1.6 % 151 0.8 %

Other, net expense

172 0.6 % 112 0.6 %

Effect of differences in foreign tax rate

( 1,209 ) ( 4.4 %) ( 176 ) ( 1.0 %)

Other, net expense

( 67 ) ( 0.2 %) 159 0.9 %

All other jurisdictions, net expense

191 0.7 % 217 1.2 %

Effect of cross-border tax laws

Global Intangible Low Tax Income Inclusion

3,287 12.0 % 2,201 11.9 %

Research tax credit

443 1.6 % 380 2.1 %

Foreign tax credit

696 2.5 % - 0.0 %

( 4 ) 0.0 % ( 4 ) 0.0 %

Changes in valuation allowances

( 1,168 ) ( 4.2 %) ( 468 ) ( 2.5 %)

Nontaxable or nondeductible items

143 0.5 % 114 0.6 %

Changes in unrecognized tax benefits

( 354 ) ( 1.3 %) ( 15 ) ( 0.1 %)

( 173 ) ( 0.6 %) ( 78 ) ( 0.4 %)

Total Income Tax Expense/(Benefit)

$ 6,844 24.9 % $ 5,377 29.1 %

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

The change in the ETR was largely due to changes in the mix of income and loss in various tax jurisdictions and the domestic GILTI inclusion.

State income taxes, net of federal income tax effect, primarily relate to Tennessee and Texas in the year ended January 31, 2026, and primarily relate to Tennessee in the year ended January 31, 2025.

Components of deferred income tax assets

Federal NOL carryforward

$ 3,692 $ 4,870

Deferred compensation

Research tax credit

Foreign NOL carryforward

Foreign tax credit

Other accruals not yet deducted

State NOL carryforward

Accrued commissions and incentives

Inventory reserve

Lease liability

Deferred tax assets, gross

11,214 13,085

Valuation allowance

( 4,115 ) ( 5,277 )

Total deferred tax assets, net of valuation allowances

$ 7,099 $ 7,808

Components of the deferred income tax liability

$ ( 104 ) $ ( 530 )

Foreign subsidiaries unremitted earnings

( 1,313 ) ( 813 )

( 90 ) ( 77 )

Right of use asset

( 1,036 ) ( 999 )

( 418 ) ( 70 )

Total deferred tax liabilities

$ ( 2,961 ) $ ( 2,489 )

Deferred tax assets, net

$ 4,138 $ 5,319

Balance sheet classification

Long-term assets

$ 5,954 $ 6,639

Long-term liability

( 1,816 ) ( 1,320 )

Total deferred tax assets, net of valuation allowances

$ 4,138 $ 5,319

Index to Consolidated Financial Statements

As of January 31, 2026 and 2025, the Company had deferred tax assets of $ 3.7 million an d $ 4.9 million, respectively, related to gross U.S.

Federal net operating loss ("NOL") carryforwards of $ 16.6 million and $ 23.8 million, respectively.

Of this amount, $ 9.3 million will begin to expire between tax years 2036 and 2037, with the remainder not subject to expiration.

As of January 31, 2026 and 2025, the Company had deferred tax assets of $ 1.6 million and $ 1.5 million, respectively, related to gross state NOLs of $ 22.2 million and $ 21.9 million, respectively, that expire between 2026 and 2045.

The Company continues to maintain a valuation allowance against its state NOLs.

As of January 31, 2026 and 2025, the Company had deferred tax assets of $ 0.2 million and $ 0.3 million, respectively, related to gross foreign NOLs of $ 1.2 million and $ 1.3 million, respectively, 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 operating 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.

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, 2026 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 $ 1.9 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 expire on January 31, 2027.

The following table summarizes uncertain tax position ("UTP") activity, excluding the related accrual for interest and penalties:

Balance at beginning of year

$ 1,409 $ 1,433

Decreases in positions taken in a prior period

Increases in positions taken in a current period

Decreases due to lapse of statute of limitations

( 445 ) ( 131 )

Decreases due to settlements

( 132 ) ( 114 )

Balance at end of year

$ 1,034 $ 1,409

Included in the total UTP liability were estimated accrued interest and penalties of $ 0.5 million and $ 0.4 million as of January 31, 2026 and 2025, respectively.

These non-current income tax liabilities are recorded in other long-term liabilities in the Consolidated Balance Sheet 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, 2026, 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, 2026 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, $ 1.3 million of the amount accrued on January 31, 2026 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, 2023, 2024, and 2025 are open for federal and state tax purposes.

In addition, federal and state tax years January 31, 2007 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 years’ 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.

The components of income taxes paid, net of refunds received, consisted of the following (in thousands):

Income taxes paid, net (in thousands)

$ ( 4 ) $ ( 3 )

US state and local

$ 4,055 $ 3,714

Index to Consolidated Financial Statements

Note 8 - Retirement plans

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 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.

Company contributions to the 401 (k) plan were $ 0.4 million f or each of the years ended January 31, 2026 and 2025 .

Multi-employer plans

The Company contributes to a multi-employer plan for certain collective bargaining U.S.

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 perio d.

The Company made the following contributions to the bargaining unit supported multi-employer pension plans (in thousands):

(In thousands) (In thousands)

FIP/RP Status

Funded Zone Status

Pending/ Implemented

Collective Bargaining Expiration Date

Plumbers & Pipefitters Local 572 Pension Fund

62 - 6102837 001 Green

$ 254 $ 189 No

Index to Consolidated Financial Statements

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, 2026 , the Company had reserved a total of 20,465 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:

Restricted stock-based compensation expense

$ 2,537 $ 860

Total stock-based compensation expense

$ 2,537 $ 860

Index to Consolidated Financial Statements

Stock options

The Company did not grant any stock options during the years ended January 31, 2026 or 2025 .

The following table summarizes the Company's stock option activity:

Weighted average exercise price

Weighted average remaining contractual term

Weighted average grant date fair value

Outstanding on January 31, 2024

22 $ 11.15 0.7 $ 6

Expired or forfeited

Outstanding on January 31, 2025

Options exercisable on January 31, 2025

1 $ 6.85 0.8 4

Expired or forfeited

Outstanding on January 31, 2026

Options exercisable on January 31, 2026

- $ 7.33 0.3 $ 2

No stock options vested during the year ended January 31, 2026.

During the period, options representing 300 shares were forfeited or expired.

As of January 31, 2026, 300 fully vested stock options remained outstanding and exercisable, and there was no unrecognized compensation expense related to stock options.

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, 2026 , all 62,926 deferred stock units outstanding as of January 31, 2025 were distributed.

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 perio d.

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, 2024

$ 222 $ 9.33 $ 2,078

Issued / vested

Outstanding on January 31, 2025

$ 230 $ 9.05 $ 2,080

Issued / vested

Outstanding on January 31, 2026

$ 160 $ 19.22 $ 3,069

The fair value of vested restricted stock vested during the year ended January 31, 2026 and 2025 was $ 2.3 million and $ 0.9 , respectively .

Additionally, there was $ 1.3 million and $ 1.0 m illion of unrecognized compensation cost related to unvested restricted stock granted under the plans as of January 31, 2026 and January 31, 2025 , respectively .

These costs are expected to be recognized over the weighted-average period of 2.1 years a nd 1.7 years, respectively.

Further, the Company had approximately 0.2 million shares of non-vested restricted stock granted under the plan as of January 31, 2026 .

The remaining amount of non-vested restricted stock is expected to vest over the weighted-average period of 2.1 years.

Index to Consolidated Financial Statements

Note 10 - Interest expense

Interest expense

$ 2,120 $ 2,224

Interest income

( 298 ) ( 284 )

Interest expense, net

$ 1,822 $ 1,940

Index to Consolidated Financial Statements

Note 11 - 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.

This collaborative business arrangement expands the Company's 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.

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, and any merger or material change to the business of the JV.

These are considered protective rights.

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 on the Consolidated Balance Sheets as a component of "Short-term borrowings and current maturities of long-term debt" at January 31, 2026, and as a component of "Long-term debt, less current maturities" at January 31, 2025.

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, 2026 , the carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $ 44.2 million and $ 18.6 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 Consolidated Balance Sheets.

Further, n et income attributable to the NCI is deducted from net income to arrive at net income attributable to common stock on the Consolidated Statements of Operations.

The following table summarizes the activity for the redeemable non-controlling interest:

Redeemable non-controlling interest balance at January 31, 2024

Net income attributable to redeemable non-controlling interest

Fair value adjustment (accretion to redemption value)

Distributions to redeemable non-controlling interest holders

Redeemable non-controlling interest balance at January 31, 2025

Net income attributable to redeemable non-controlling interest

Fair value adjustment (accretion to redemption value)

Distributions to redeemable non-controlling interest holders

Redeemable non-controlling interest balance at January 31, 2026

Index to Consolidated Financial Statements

Note 12 - Segment reporting

The Company operates under one segment:

Piping Systems.

The results are presented on a 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,

$ 210,925 $ 158,384

Cost of sales

28,980 23,109

83,987 59,036

Depreciation and amortization

Other costs of sales

25,656 19,887

Total Cost of sales

141,437 105,136

Operating expenses

Salaries and wages

20,639 16,295

Depreciation and amortization

Other general and administrative expense

12,558 11,180

General and administrative expenses

35,293 28,000

Selling expense

Total operating expenses

40,039 32,947

Income from operations

29,449 20,301

Interest expense, net

Other income (expense)

Income before income tax

27,493 18,468

Income tax expense

20,649 13,091

Net income attributable to non-controlling interest

Net income attributable to common stock

$ 17,035 $ 8,983

Index to Consolidated Financial Statements

Note 13 - Subsequent events

Credit Agreement

Subsequent to January 31, 2026 and prior to the issuance of these financial statements, the Company entered into a credit agreement (the “ Credit Agreement”) with JPMorgan Chase Bank, N.A.

(“JPMorgan”).

The Credit Agreement provides for a revolving credit facility that is expected to be used to refinance and replace the Company’s existing credit facility with PNC Bank, National Association.

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

The Company expects that, in the coming months, it will enter into a new global credit facility with a syndicate of lenders, with JPMorgan acting as administrative agent and lead arranger.

Upon execution of the global credit facility, any outstanding borrowings under the Credit Agreement are expected to be rolled into the global credit facility, and the Credit Agreement will be terminated;

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

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 Company is also required to pay a commitment fee on the unused portion of the facility.

The credit facility contains customary representations and warranties, affirmative and negative covenants, and events of default.

The obligations under the Credit Agreement are secured by specified collateral and guaranteed by certain subsidiaries of the Company, subject to customary exclusions.

As the Credit Agreement was entered into after January 31, 2026, no amounts were outstanding under the facility as of that date.

Lease Agreement

Subsequent to January 31, 2026, in connection with the previously announced expansion of the Company’s operations in the U.S.

Northeast, the Company entered into an operating lease agreement for an industrial facility located in Hebron, Ohio.

The lease has an initial term of 86 months and is expected to commence in the first quarter of fiscal 2026.

Upon commencement, the Company expects to recognize an estimated right-of-use asset and a corresponding lease liability of approximately $ 3.8 million on the Consolidated Balance Sheet.

Total future minimum lease payments under this agreement are approximately $ 4.9 million.

Geopolitical Developments

Subsequent to January 31, 2026, geopolitical tensions involving Iran have escalated, contributing to increased regional security risks and operational uncertainty in certain areas where we operate.

As of the date of this filing, our facilities remain operational, and we have not incurred material asset impairments or experienced material contract cancellations.

However, the situation remains fluid and may adversely affect our operations, project execution, and the carrying value of our assets.

We continue to monitor developments and assess potential impacts on our business, financial condition, and results of operations.

Index to Consolidated Financial Statements

Perma-Pipe International Holdings, Inc.

and Subsidiaries

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended January 31, 2026 and 2025

Balance at beginning of period

Charges to expenses

Write-offs (1)

Other charges (2) (3)

Balance at end of period

Year Ended January 31, 2026

Valuation allowance for deferred tax assets

$ 5,277 $ ( 962 ) $ - $ ( 200 ) $ 4,115

Allowance for possible losses in collection of trade receivables

703 880 ( 7 ) ( 5 ) 1,571

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

( 1 ) Uncollectible accounts written off.

( 2 ) Impact on allowance for possible losses due to foreign currency translation.

( 3 ) The release of valuation allowances related to deferred tax assets.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data