What changed in this filing

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Item 1. Financial Statements

2026-09-09 compared with 2026-06-09 · 241 added, 143 removed, 562 unchanged (41% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

$ 59,567 $ 47,902 $ 109,831 $ 94,648

4 unchanged sentences

General and administrative expenses

11,870 10,033 20,705 17,781

Selling expenses

1,283 1,203 2,447 2,289

Total operating expenses

13,153 11,236 23,152 20,070

Income from operations

4,253 3,187 8,889 11,077

Interest expense, net

Other expense, net

507 415 1,111 821

Other (income) expense, net

( 122 ) 21 ( 12 ) 70

Income before income taxes

3,868 2,751 7,790 10,186

Income tax expense

604 1,489 1,935 3,070

3,264 1,262 5,855 7,116

Net income attributable to non-controlling interest

717 411 1,506 1,313

Net income attributable to common stock

1 unchanged sentence

Weighted average common shares outstanding

8,167 8,007 8,145 7,995

8,260 8,133 8,251 8,108

Earnings per share attributable to common stock

5 unchanged sentences

(In thousands)

Three Months Ended April 30,

$ 2,590 $ 5,854

Three Months Ended July 31,

Six Months Ended July 31,

Other comprehensive income (loss)

1 unchanged sentence

Comprehensive income

$ 2,254 $ 6,776

Comprehensive income attributable to non-controlling interests

Total comprehensive income attributable to common stock

$ 1,465 $ 5,874

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands, except per share data)

April 30, 2026

July 31, 2026

January 31, 2026

3 unchanged sentences

Restricted cash

Trade accounts receivable, less allowance for credit losses of $ 1,564 at April 30, 2026 and $ 1,571 at January 31, 2026

Trade accounts receivable, less allowance for credit losses of $ 1,562 at July 31, 2026 and $ 1,571 at January 31, 2026

48,787 66,023

24 unchanged sentences

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

10,394 19,843

Customers' deposits

10,545 11,853

Operating lease liability short-term

6 unchanged sentences

Long-term debt, less current maturities

Long-term finance obligations

29,975 12,696

Deferred compensation liabilities

5 unchanged sentences

51,500 31,396

Commitments and contingencies (See Part II, Item 1)

Commitments and contingencies

Non-controlling interest

2 unchanged sentences

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

8,123 issued and outstanding at April 30, 2026 and 8,122 at January 31, 2026

8,195 issued and outstanding at July 31, 2026 and 8,122 at January 31, 2026

Additional paid-in capital

22 unchanged sentences

Total stockholders' equity at April 30, 2026

Net income attributable to common stock

Common stock withheld related to net share settlement of equity award

Stock-based compensation expense

Amount attributable to non-controlling interest

Foreign currency translation adjustment

Total stockholders' equity at July 31, 2026

Additional Paid-in Capital

8 unchanged sentences

Total stockholders' equity at April 30, 2025

Net income attributable to common stock

Common stock withheld related to net share settlement of equity award

Stock-based compensation expense

Amount attributable to non-controlling interest

Foreign currency translation adjustment

Total stockholders' equity at July 31, 2025

Opening balances at beginning of year (February 1)

Shares issued, net of shares used for tax withholding

Closing balances at period end (April 30)

Closing balances at period end (July 31)

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended April 30,

Six Months Ended July 31,

Operating activities

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

$ 5,855 $ 7,116

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization

Deferred tax expense

Deferred tax (benefit) expense

Stock-based compensation expense

Non-cash interest expense

Provision on uncollectible accounts

Amortization of debt issuance costs

Write-off of uncollectible accounts

Gain from disposal of fixed assets

Changes in operating assets and liabilities

Accounts receivable

12,759 ( 4,024 )

( 1,156 ) 493

Costs and estimated earnings in excess of billings on uncompleted contracts

( 1,680 ) ( 635 )

Billings in excess of costs and estimated earnings on uncompleted contracts

( 1,539 ) 392

Accounts payable

10,941 ( 2,607 )

Accrued compensation and payroll taxes

( 1,303 ) ( 47 )

Customers' deposits

( 3,716 ) 2,861

Income taxes payable

Prepaid expenses

( 1,985 ) ( 3,066 )

Unbilled accounts receivable

( 9,207 ) ( 8,712 )

Other assets and liabilities

Net cash provided by operating activities

( 1,519 ) 2,527

Net cash provided by (used in) operating activities

13,347 ( 1,308 )

Investing activities

Capital expenditures

( 3,214 ) ( 3,478 )

Proceeds from sales of property and equipment

Net cash used in investing activities

( 3,160 ) ( 3,478 )

Financing activities

Proceeds from revolving credit lines

39,102 47,265

Payments of debt on revolving credit lines

( 36,008 ) ( 40,455 )

Debt issuance costs

2 unchanged sentences

Payments of other financing activities

( 495 ) ( 240 )

Stock options exercised and taxes paid related to restricted shares vested

( 448 ) ( 295 )

Net cash provided by financing activities

2 unchanged sentences

Cash, cash equivalents and restricted cash - beginning of period

22,295 17,117

Cash, cash equivalents and restricted cash - end of period

$ 34,751 $ 18,702

Supplemental cash flow information

29 unchanged sentences

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 Condensed Consolidated Balance Sheets.

Additionally, the CODM regularly reviews asset information in a manner that is consistent with the presentation on the Company's accompanying Condensed Consolidated Balance Sheets.

The following table summarizes the Company's revenues, net income attributable to common stock, and significant expenses:

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

$ 59,567 $ 47,902 $ 109,831 $ 94,648

1 unchanged sentence

8,215 6,904 16,484 13,193

25,213 18,947 44,716 36,363

Depreciation and amortization

933 860 1,858 1,710

Other costs of sales

7,800 6,768 14,732 12,235

Total cost of sales

2 unchanged sentences

Salaries and wages

4,634 6,928 9,300 11,145

Depreciation and amortization

169 95 287 184

Other general and administrative expense

7,067 3,010 11,118 6,452

General and administrative expenses

11,870 10,033 20,705 17,781

Selling expense

1,283 1,203 2,447 2,289

Total operating expenses

13,153 11,236 23,152 20,070

Income from operations

4,253 3,187 8,889 11,077

Interest expense, net

Other expense, net

Income before income tax

507 415 1,111 821

Other (income) expense, net

( 122 ) 21 ( 12 ) 70

Income before income taxes

3,868 2,751 7,790 10,186

Income tax expense

604 1,489 1,935 3,070

3,264 1,262 5,855 7,116

Net income attributable to non-controlling interest

11 unchanged sentences

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.

Management estimates the allowance balance using relevant available information from internal and external sources relating to past events and current conditions.

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.

1 unchanged sentence

The write-off is recorded against the allowance for credit losses.

As of April 30, 2026 , no individual customer accounted for more than 10% of the Company's accounts receivable.

For the three months ended April 30, 2026 , one customer represented approximately 14 % of total net sales.

As of July 31, 2026 , no individual customer accounted for more than 10% of the Company's accounts receivable.

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

For the three and six months ended July 31, 2026 , one customer represented approximately 17 % and 16 % of total net sales, respectively.

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

As of April 30, 2026 , no allowance for credit losses was deemed necessary as the Company expects to collect the full carrying value of the outstanding balance due from this customer.

As of April 30, 2025 , and for the three months then ended, no single customer accounted for more than 10% of total accounts receivable or net sales.

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

For the three and six months ended July 31, 2025 , no single customer accounted for more than 10% of net sales.

During the quarter, the Company directly wrote off a $ 3.9 million customer receivable after determining that the receivable was uncollectible.

This determination was based on the updated information received during the quarter regarding the customer’s ability and intent to pay.

Any future recoveries will be recognized if realized.

The $ 3.9 million write-off is included as a component of bad debt expense for the period and is presented within general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended July 31, 2026.

Note 4 - Revenue recognition

3 unchanged sentences

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.

Specialty Piping Systems and Coating - which include all bundled products in which the Company engineers, and manufactures pre-insulated specialty piping systems mainly relating to the district heating and cooling and energy and industrial markets.

Products - which include cables, leak detection products, heat trace products, materials/goods not bundled with piping or flowline systems, and field services not bundled into a project contract.

3 unchanged sentences

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 ).

A breakdown of the Company's revenues by revenue class for the three months ended April 30, 2026 and 2025 are as follows:

Three Months Ended April 30,

A breakdown of the Company's revenues by revenue class for the three and six months ended July 31, 2026 and 2025 are as follows:

Three Months Ended July 31,

Six Months Ended July 31,

$ 3,794 6 % $ 3,451 7 % $ 6,876 6 % $ 7,091 8 %

21 unchanged sentences

The following table shows the reconciliation of contract assets and contract liabilities:

April 30, 2026

July 31, 2026

January 31, 2026

18 unchanged sentences

$ 5,718 $ 2,499

The Company anticipates that substantially all costs incurred on uncompleted contracts as of April 30, 2026 will be billed and collected within one year.

The Company anticipates that substantially all costs incurred on uncompleted contracts as of July 31, 2026 will be billed and collected within one year.

Sub stantially all of the $ 2.2 million contract liability balance at January 31, 2026 is expected to be recognized in revenue during the 2026 fiscal year.

Unbilled accounts receivable

The Company has recorded $ 31.4 million and $ 28.8 million of unbilled accounts receivable on the Condensed Consolidated Balance Sheet s as of April 30, 2026 and January 31, 2026 , respectively, from revenues generated by certain of its subsidiaries.

The Company has recorded $ 37.9 million and $ 28.8 million of unbilled accounts receivable on the Condensed Consolidated Balance Sheet s as of July 31, 2026 and January 31, 2026 , respectively.

In these instances, the Company has fulfilled all performance obligations and has recorded revenue under the respective contracts.

1 unchanged sentence

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 April 30, 2026 will be billed within one year.

The Company anticipates that substantially all of the amounts included in unbilled accounts receivable as of July 31, 2026 will be billed within one year.

Note 5 - Inventories

1 unchanged sentence

Cost is determined using the first -in, first -out method for all inventories.

April 30, 2026

July 31, 2026

January 31, 2026

7 unchanged sentences

$ 19,070 $ 18,115

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.

The Company conducts periodic reviews of its inventory and records allowances for slow moving and obsolete items to reflect their net realizable value.

Note 6 - Income taxes

5 unchanged sentences

therefore, actual results could differ materially from projections.

The Company's effective tax rates ("ETR") for the three months ended April 30, 2026 and 2025 were 34 % and 21 %, respectively.

The Company's effective tax rates ("ETR") for the three months ended July 31, 2026 and 2025 were 16 % and 54 %, respectively.

The Company's ETR was 25 % and 30 % for the six months ended July 31, 2026 and 2025, respectively.

The change in the ETR is due to changes in the mix of income and loss in various jurisdictions

4 unchanged sentences

The earnings from these subsidiaries are subject to tax in their local jurisdiction and withholding taxes in these jurisdictions are considered.

As such, the Company has accrued a liability of $ 1.4 million as of April 30, 2026 related to these taxes.

As such, the Company has accrued a liability of $ 1.4 million as of July 31, 2026 related to these taxes.

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 set to expire at the end of 2025.

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

corporate tax provisions, but many are generally not effective until 2026.

corporate tax provisions.

The Company has evaluated the provisions of the OBBBA and incorporated the initial impacts into its financial statements;

1 unchanged sentence

Note 7 - Goodwill

All identifiable goodwill as of April 30, 2026 and January 31, 2026 , is attributable to the purchase of the remaining 50 % interest in Perma-Pipe Canada, Ltd., which occurred in 2016.

All identifiable goodwill as of July 31, 2026 and January 31, 2026 , is attributable to the purchase of the remaining 50 % interest in Perma-Pipe Canada, Ltd., which occurred in 2016.

The Company performs an impairment assessment of goodwill annually as of January 31, or more frequently if triggering events occur that could indicate that it is more likely than not that the fair value of the reporting unit did not exceed its carrying value, resulting in an impairment.

2 unchanged sentences

Foreign exchange change effect

April 30, 2026

July 31, 2026

$ 2,188 $ ( 62 ) $ 2,126

There were no triggering events identified during the three months ended April 30, 2026 .

There were no triggering events identified during the three and six months ended July 31, 2026 .

Note 8 - 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 April 30, 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 Company's 2024 Omnibus Stock Incentive Plan, dated May 28, 2024 ( "2024 Plan"), was approved by the Company's stockholders in July 2024.

The 2024 Plan will expire in July 2027.

1 unchanged sentence

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.

Grants were made in connection with the 2024 Plan to employees, officers, and independent directors, as further described below.

Stock-based compensation expense

1 unchanged sentence

The Company recognized the following stock-based compensation expense for the periods presented:

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

Restricted stock-based compensation expense

$ 232 $ 1,468 $ 413 $ 1,692

Total stock-based compensation expense

$ 232 $ 1,468 $ 413 $ 1,692

Restricted stock

The following table summarizes the Company's restricted stock activity for the three months ended April 30, 2026 :

The following table summarizes the Company's restricted stock activity for the six months ended July 31, 2026 :

Restricted Shares

4 unchanged sentences

Vested and issued

Outstanding at April 30, 2026

Forfeited or retired

Outstanding at July 31, 2026

128 $ 23.25 $ 2,977

As of April 30, 2026 , there was $ 1.2 million of unrecognized compensation expense related to unvested restricted stock granted under the plans.

As of July 31, 2026 , there was $ 2.6 million of unrecognized compensation expense related to unvested restricted stock granted under the 2024 Plan and previous plans.

These costs are expected to be recognized over a weighted average period of 2.3 years.

Note 9 - Earnings per share

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

Basic weighted average common shares outstanding

8,167 8,007 8,145 7,995

Dilutive effect of equity compensation plans

93 126 106 113

Weighted average common shares outstanding assuming full dilution

8,260 8,133 8,251 8,108

Net income attributable to common stock

5 unchanged sentences

Debt consisted of the following:

April 30, 2026

July 31, 2026

January 31, 2026

1 unchanged sentence

Revolving credit agreement - North America

$ 666 $ 10,749

Revolving credit agreement - United Arab Emirates

15 unchanged sentences

Revolving lines - North America .

On April 8, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, the other loan parties thereto, and JPMorgan Chase Bank, N.A., as lender (the “Lender”).

The Credit Agreement effectively replaced the Company’s previous credit facility (the "PNC Credit Facility") with PNC Bank, National Association ("PNC").

The Credit Agreement effectively replaced the Company’s previous credit facility (the "PNC Credit Facility") with PNC Bank, National Association.

On April 9, 2026, the Company drew $ 15.3 million under the Credit Agreement to pay off the remaining $ 15.2 million outstanding balance under the PNC Credit Facility and to fund $ 0.1 million of cash collateral required for cash management and purchasing card solutions.

2 unchanged sentences

The revolving credit facility matures on October 7, 2027, unless earlier terminated in accordance with its terms.

As of April 30, 2026 , the outstanding balance under the Credit Agreement was $ 15.3 million with a weighted-average interest rate of 8.8 % and there were no outstanding letters of credit under the sublimit.

Borrowings under the Credit Agreement are limited to the lesser of the revolving commitment and a borrowing base calculated as (i) 80% of eligible North American accounts receivable, plus (ii) 25% of eligible North American inventory (valued at the lower of cost or market), in each case subject to customary eligibility criteria and reserves established by the Lender.

As of April 30, 2026, the borrowing base calculation limited the maximum availability under the facility to an amount below the aggregate revolving commitment.

As a result, $ 0.7 million has been classified as current debt as of April 30, 2026 .

As of July 31, 2026 , the outstanding balance under the Credit Agreement was $ 17.3 million with a weighted-average interest rate of 6.9 % and there were no outstanding letters of credit under the sublimit.

Loans under the Credit Agreement bear interest, at the Company’s election, at either (i) a rate based on the CB Floating Rate (as defined in the Credit Agreement) or (ii) an adjusted term SOFR rate, in each case plus an applicable margin determined by the Company’s leverage ratio.

3 unchanged sentences

The Credit Agreement contains customary affirmative and negative covenants, including, among other things, limitations on additional indebtedness, liens, investments, acquisitions, asset sales, restricted payments, and transactions with affiliates.

The Credit Agreement also includes financial maintenance covenants requiring the Company to maintain both (

1 ) a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) and (

2 ) a maximum Leverage Ratio, which are tested upon the occurrence of certain availability thresholds.

The Credit Agreement also includes financial maintenance covenants requiring the Company to maintain both a minimum Fixed Charge Coverage Ratio and a maximum Leverage Ratio (each as defined in the Credit Agreement), which are tested upon the occurrence of certain availability thresholds.

The Credit Agreement includes customary events of default, including, among others, nonpayment of principal or interest, breaches of representations or covenants, cross‑defaults to other material indebtedness, insolvency events, judgments in excess of specified thresholds, certain ERISA and pension events, and a change in control.

Upon the occurrence of an event of default, the Lender

may terminate commitments, accelerate outstanding obligations, require cash collateralization of letters of credit, and exercise remedies against the collateral.

April 30, 2026

Upon the occurrence of an event of default, the Lender may terminate commitments, accelerate outstanding obligations, require cash collateralization of letters of credit, and exercise remedies against the collateral.

July 31, 2026

, the Company was in compliance with all covenants under the Credit Agreement.

Subsequent Event - 2026 Credit Agreement

On August 25, 2026, the Company, as borrower, certain subsidiaries of the Company party thereto as loan parties, the lenders party thereto and JPMorgan as administrative agent, entered into a Credit Agreement (the “2026 Credit Agreement”).

The 2026 Credit Agreement replaces the Company’s existing Credit Agreement dated April 8, 2026 with JPMorgan, as lender (the “Existing Credit Agreement”), which was terminated concurrently with the closing of the 2026 Credit Agreement.

In connection with the closing, all outstanding borrowings under the Existing Credit Agreement were repaid in full.

The 2026 Credit Agreement provides for a secured credit facility consisting of a $ 75.0 million revolving credit facility, which includes availability for letters of credit up to $ 30.0 million and swingline loans up to $ 5.0 million, and a $ 14.0 million term loan facility.

Subject to the terms and conditions set forth in the 2026 Credit Agreement, the Company may also request increases in the revolving commitments or incremental term loans in an aggregate amount not to exceed $ 50.0 million.

On the closing date, the Company borrowed $ 14.0 million under the term loan facility, and the proceeds thereof, together with other available cash, were used to repay outstanding borrowings under the Existing Credit Agreement.

As of the closing date, $ 23.0 million was outstanding under the revolving credit facility.

The Company intends to use borrowings under the 2026 Credit Agreement for working capital and general corporate purposes, which may include, from time to time, permitted acquisitions and other investments.

The revolving loans may be borrowed, repaid and reborrowed from time to time prior to the revolving credit maturity date, and the term loans are scheduled to amortize in quarterly installments beginning September 30, 2026, with the remaining unpaid principal due on the term loan maturity date.

The revolving credit facility and term loan facility mature on August 25, 2031, unless earlier terminated or accelerated in accordance with the terms of the 2026 Credit Agreement.

Borrowings under the 2026 Credit Agreement bear interest, at the Company’s option and subject to the terms of the 2026 Credit Agreement, at rates based on the Alternate Base Rate or applicable term benchmark rates, including Adjusted Term SOFR, Adjusted EURIBOR or Adjusted Term CORRA, plus an applicable margin (each as defined in the 2026 Credit Agreement).

The applicable margin is determined by reference to the Company’s leverage ratio and ranges from 1.50 % to 2.00 % for Alternate Base Rate loans and from 2.50 % to 3.00 % for term benchmark and RFR loans (each as defined in the 2026 Credit Agreement).

The Company is also required to pay a commitment fee on the unused portion of the revolving commitments at a rate ranging from 0.20 % to 0.30 %, based on the Company’s leverage ratio, as well as customary fees with respect to letters of credit and administrative agent fees.

The obligations under the 2026 Credit Agreement are guaranteed by certain subsidiaries of the Company and are secured by liens on collateral granted by the loan parties.

The 2026 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default.

The covenants include, among others, restrictions on indebtedness, liens, investments, dispositions, restricted payments and certain other transactions, as well as financial covenants requiring compliance with a leverage ratio and a fixed charge coverage ratio.

The 2026 Credit Agreement requires the Company to maintain a consolidated leverage ratio of not more than 3.00 to 1.00 and a fixed charge coverage ratio of not less than 1.25 to 1.00, subject to the terms and exceptions thereof.

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

Credit facilities - foreign.

4 unchanged sentences

Dirhams (“AED”) (approximately $ 17.7 million at

April 30, 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

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.

April 30, 2026

, the Company was in compliance with all covenants under this facility.

April 30, 2026 and

January 31, 2026 , the Company had outstanding borrowings

of 12.2 million AED (approximately $ 3.3 million) and 9.4 million AED (approximately $ 2.6 million), respectively, which are included in “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets.

July 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.

While certain portions of the credit arrangement have expired, the subsidiary continues to access the facility under the same terms while formal documentation of a renewal is being finalized with the lender.

July 31, 2026

the Company was in compliance with all financial covenants under the Facility, including a maximum Adjusted Leverage Ratio and a minimum Adjusted Tangible Net Worth requirement.

July 31, 2026

January 31, 2026

, the Company had outstanding borrowings of 5.5 million AED (approximately $ 1.5 million) and 9.4 million AED (approximately $ 2.6 million), respectively, which are included in “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets.

Additionally, as of

April 30, 2026

July 31, 2026

January 31, 2026

1 unchanged sentence

After accounting for outstanding borrowings and issued guarantees, the Company had unused availability of approximately $ 8.6 million and $ 6.8 million under the credit facility as of

April 30, 2026

July 31, 2026

January 31, 2026

1 unchanged sentence

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 April 30, 2026 ), portions of which expire in July 2026, and a portion of which expired in April 2026.

The portion that expired in April 2026 remains in effect under the same terms.

T he Company is in the process of renewing this credit arrangement with substantially the same terms and conditions and is in regular communication with the bank throughout this process ensuring the facility continues without interruption or penalty.

The facility is non-interest bearing;

totaling 100.0 million AED (approximately $ 27.2 million at July 31, 2026 ).

While the credit arrangement had a scheduled expiration date in July 2026, the subsidiary continues to access the facility under the same terms while formal documentation of a renewal is being finalized with the lender.

T he 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 April 30, 2026 , the Company had outstanding guarantees under this facility of 39.3 million AED (approximately $ 10.7 million).

The remaining available balance under the facility was approximately $ 16.5 million as of April 30, 2026 .

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 (approximately

$ 2.4 million at

April 30, 2026

As of July 31, 2026 , the Company had outstanding guarantees under this facility of 39.3 million AED (approximately $ 10.7 million).

The remaining available balance under the facility was approximately $ 16.5 million as of July 31, 2026 .

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 (approximately $ 2.4 million at

July 31, 2026

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.

Covenants under this facility are measured annually at year-end, and the Company was in compliance with all such covenants at its most recent measurement date.

April 30, 2026

July 31, 2026

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

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

The Company had $ 0.2 million outstanding under this arrangement as of both

April 30, 2026

The Company had no amount outstanding and $ 0.2 million outstanding under this arrangement as of

July 31, 2026

January 31, 2026

, respectively.

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

April 30, 2026

July 31, 2026

January 31, 2026

, the Company had unused availability of approximately $ 2.2 million.

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 April 30, 2026 ).

, the Company had unused availability of approximately $ 2.4 million and $ 2.2 million, respectively.

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

While the credit arrangement had a scheduled expiration date of April 27, 2026, the subsidiary continues to access the facility under the same terms while formal documentation of a renewal is being finalized with the lender.

As of April 30, 2026 , the facility bore interest at a rate of approximately 8.5 %.

As of April 30, 2026 and January 31, 2026 , the Company had outstanding borrowings of 8.3 million SAR (approximately $ 2.2 million) and 10.9 million SAR (approximately $ 2.9 million), respectively, which are included in “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets.

Additionally, as of April 30, 2026 and January 31, 2026 , the Company had issued guarantees totaling 0.4 million SAR (approximately $ 0.1 million) and 6.3 million SAR (approximately $ 1.7 million), respectively.

After accounting for outstanding borrowings and issued guarantees, the Company had unused availability of approximately $ 7.6 million and $ 5.3 million under the credit facility as of April 30, 2026 and January 31, 2026 , respectively.

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

As of July 31, 2026 and January 31, 2026 , the Company had outstanding borrowings of 3.0 million SAR (approximately $ 0.8 million) and 10.9 million SAR (approximately $ 2.9 million), respectively, which are included in “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets.

Additionally, as of July 31, 2026 and January 31, 2026 , the Company had issued guarantees totaling 5.0 million SAR (approximately $ 1.3 million) and 6.3 million SAR (approximately $ 1.7 million), respectively.

After accounting for outstanding borrowings and issued guarantees, the Company had unused availability of approximately $ 7.8 million and $ 5.3 million under the credit facility as of July 31, 2026 and January 31, 2026 , respectively.

Foreign credit facilities - overall

4 unchanged sentences

The Company guarantees only a portion of the subsidiaries' debt, including foreign debt.

As of April 30, 2026 and January 31, 2026 , the amount of foreign subsidiary debt guaranteed by the Company was approximately $ 8.5 million and $ 8.4 million, respectively.

The Company was in compliance with respect to the covenants under the foreign credit arrangements as of April 30, 2026 .

As of July 31, 2026 and January 31, 2026 , the amount of foreign subsidiary debt guaranteed by the Company was approximately $ 5.0 million and $ 8.4 million, respectively.

The Company was in compliance with respect to the financial covenants under the foreign credit arrangements as of July 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 April 30, 2026 , interest rates were based on (i) the EIBOR plus 3.5 % per annum for the U.A.E.

On July 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;

1 unchanged sentence

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

Based on these base rates, as of April 30, 2026 , the Company's interest rates ranged from 7.3 % to 20.8 %, with a weighted average rate of 7.9 %, and the Company had facility limits totaling $ 57.2 million under these credit arrangements.

As of April 30, 2026 , $ 19.5 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 April 30, 2026 , the Company had borrowed $ 5.7 million and had an additional $ 32.0 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 Condensed Consolidated Balance Sheets as of April 30, 2026 and January 31, 2026 .

Finance obli gation - buildings and land.

Based on these base rates, as of July 31, 2026 , the Company's interest rates ranged from 7.4 % to 20.8 %, with a weighted average rate of 8.0 %, and the Company had facility limits totaling $ 57.2 million under these credit arrangements.

As of July 31, 2026 , $ 19.6 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 July 31, 2026 , the Company had borrowed $ 2.3 million and had an additional $ 35.3 million of borrowing availability remaining under the foreign revolving credit arrangements.

Finance obligation - buildings and land.

On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and Sale Agreement") to sell its land and building in Lebanon, Tennessee (the "Property").

5 unchanged sentences

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

April 30, 2026

July 31, 2026

January 31, 2026

2 unchanged sentences

The Company utilized an incremental borrowing rate of 8.0 % to determine the finance obligation to record for the amounts received and will continue to depreciate the assets.

The current portion of the finance obligation of $ 0.3 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 Condensed Consolidated Balance Sheets as of

April 30, 2026

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 $ 8.4 million is recognized in " Long-term debt, less current maturities

" on the Condensed Consolidated Balance Sheets as of

July 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.

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.

April 30, 2026 , the remaining balance on the mortgage in Canada is approximately

5.3 million Canadian Dollars ("CAD") (approximately

$ 3.9 million).

The interest rate is variable, and was

April 30, 2026 .

The principal balance is included as a component of "Short-term borrowings and current maturities of long-term debt" and "Long-term debt, less current maturities" on the Condensed Consolidated Balance Sheets and is presented net of issuance costs of

$ 0.1 million as of

April 30, 2026 and

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.

July 31, 2026

, the remaining balance on the mortgage in Canada is approximately 5.3 million Canadian Dollars ("CAD") (approximately $ 3.7 million).

The interest rate is variable, and was 6.3 % at

July 31, 2026

January 31, 2026

Subsequent to July 31, 2026 , the mortgage note was repaid in full on August 28, 2026, using proceeds from the 2026 Credit Agreement.

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 matured on April 9, 2026.

The note that expired in April 2026 remains in effect under the same terms as of April 30, 2026 .

Through the date of this filing, the Company and GIG are engaged in constructive discussions to reach an agreement on renewal or settlement of the promissory note.

Because a definitive agreement has not been executed as of the balance sheet date, the Company did not possess a contractual, unconditional right to defer settlement of the obligation for at least twelve months following April 30, 2026 .

Accordingly, the full obligation is classified within “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets as of April 30, 2026 .

July 31, 2026

Accordingly, the full obligation is classified within “Short-term borrowings and current maturities of long-term debt” on the Condensed Consolidated Balance Sheets as of

July 31, 2026

Note 11 - Leases

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Total lease costs consist of the following:

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

Consolidated Statements of Operations Classification

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Cost of sales

$ 71 $ 25 $ 138 $ 75

Interest on lease liabilities

2 unchanged sentences

Cost of sales, SG&A expenses

948 701 1,826 1,303

Short-term lease costs (1)

Cost of sales, SG&A expenses

25 759 671 1,041

Total Lease costs

3 unchanged sentences

Operating and Finance leases

April 30, 2026

July 31, 2026

January 31, 2026

22 unchanged sentences

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

April 30, 2026

July 31, 2026

Weighted-average remaining lease terms (in years):

5 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Three Months Ended April 30,

Six Months Ended July 31,

Cash paid for amounts included in the measurement of lease liabilities:

3 unchanged sentences

ROU assets obtained in exchange for new lease obligations:

Finance leases liabilities

Operating leases liabilities

Maturities of lease liabilities as of April 30, 2026 , are as follows:

$ 3,838 $ 5,242

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

Operating Leases Finance Leases

5 unchanged sentences

( 13,155 ) ( 57 )

Total lease liabilities at April 30, 2026

Total lease liabilities at July 31, 2026

$ 16,982 $ 1,124

Rent expense attributable to operating leases was $ 1.5 million and $ 0.9 million for the three months ended April 30, 2026 and 2025 , respectively.

Failed Sale and Leaseback Arrangement

The Company is a party to a 15 -year leaseback agreement for its property in Lebanon, Tennessee.

Because the related transfer did not qualify for sale accounting under ASC 842, the transaction is accounted for as a financing arrangement.

Accordingly, the underlying property and the related financial liability are not included in the lease right-of-use assets, lease liabilities, or related lease disclosures presented above.

See Note 10 — Debt for additional information regarding this arrangement.

Note 12 - Cash, cash equivalents, and restricted cash

Restricted cash primarily relates to fixed deposits utilized as security deposits and financial guarantees.

April 30, 2026

July 31, 2026

January 31, 2026

6 unchanged sentences

The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered reasonable estimates of fair value due to their short-term nature.

The carrying amount of the Company's short-term debt, revolving lines of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable market rates.

The carrying amounts of the Company's short-term debt, revolving lines of credit and variable-rate long-term debt approximate fair value because the amounts outstanding accrue interest at variable market rates.

Note 14 - Recent accounting pronouncements

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Note 15 - Noncontrolling interest

On June 1, 2023, the Company closed on its formation of a joint venture (the "JV", and the agreement governing the JV, the "JV Agreement") with Gulf Insulation Group ("GIG"), a leading provider of pre-insulated piping systems and pipe fabrication, in which the Company acquired a 60 % controlling financial interest and contributed assets consisting of a building and equipment.

On June 1, 2023, the Company closed on its formation of a joint venture (the "JV", and the agreement governing the JV, the "JV Agreement") with GIG, a leading provider of pre-insulated piping systems and pipe fabrication, in which the Company acquired a 60 % controlling financial interest and contributed assets consisting of a building and equipment.

The JV is a limited liability company named Perma-Pipe Gulf Arabia Industry LLC and is a closed joint stock company established under the laws of the Kingdom of Saudi Arabia.

3 unchanged sentences

The balance sheets and operating activities of this investment are included in the Company's Condensed Consolidated Financial Statements.

As of April 30, 2026 , the carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $ 42.3 million and $ 10.3 million , respectively, and $ 44.2 million and $ 18.6 million, respectively, as of January 31, 2026 .

As of July 31, 2026 , the carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $ 46.5 million and $ 12.3 million, respectively, and $ 44.2 million and $ 18.6 million, respectively, as of January 31, 2026 .

The Company adjusts net income in the Condensed Consolidated Statements of Operations to exclude the proportionate share of results that is attributable to the non-controlling interest.

3 unchanged sentences

Adjustments made to reflect the change in the value of the redeemable non-controlling interest are offset against permanent equity within the Company's Condensed Consolidated Balance Sheets.

Net income attributable to GIG was $ 0.8 million and $ 0.9 million for the three months ended April 30, 2026 and 2025 , respectively.

Net income attributable to GIG was $ 0.7 million and $ 0.4 million for the three months ended July 31, 2026 and 2025 , respectively.

Net income attributable to GIG was $ 1.5 million and $ 1.3 million for the six months ended July 31, 2026 and 2025 , respectively.

The proportionate share of net income was accounted for as a reduction in deriving net income attributable to common stock in the Company's Condensed Consolidated Statements of Operations.

4 unchanged sentences

Distributions to redeemable non-controlling interest holders

Redeemable non-controlling interest balance at April 30, 2026

Redeemable non-controlling interest balance at July 31, 2026

Note 16 - Accumulated other comprehensive loss

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

Accumulated other comprehensive loss represents the change in equity from foreign currency translation.

Foreign Currency Translation Adjustments

5 unchanged sentences

Tax effect of currency translation adjustments

Balance as of April 30, 2026

Balance as of July 31, 2026

$ ( 8,796 ) $ ( 8,796 )

Note 17 - Subsequent Events

2026 Credit Agreement

Subsequent to July 31, 2026 and prior to the issuance of these financial statements, the Company entered into the 2026 Credit Agreement with JPMorgan, replacing its Existing Credit Agreement.

The 2026 Credit Agreement provides for a secured credit facility consisting of a $ 75.0 million revolving credit facility, including up to $ 30.0 million of letters of credit and $ 5.0 million of swingline loans, and a $ 14.0 million term loan facility, and matures in August 2031.

Borrowings bear interest at variable rates based on SOFR, EURIBOR, CORRA or an alternate base rate, plus an applicable margin based on the Company's leverage ratio.

The facility is subject to a commitment fee on unused amounts, as well as customary covenants and events of default.

Obligations are guaranteed by certain subsidiaries and secured by liens on specified collateral, subject to customary exceptions and limitations.

See Note 10 - Debt for additional information.

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-Q

Item 1. Financial Statements