General





Certain statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A"), which can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"continue," "remains," "intend," "aim," "should," "prospects," "could,"
"future," "potential," "believes," "plans," "likely," and "probable," or the
negative thereof or other variations thereon or comparable terminology,
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are
subject to the safe harbors created thereby. These statements should be
considered as subject to the many risks and uncertainties that exist in the
Company's operations and business environment. Such risks and uncertainties
could cause actual results to differ materially from those projected as a result
of many factors, including, but not limited to, those under the headings
Cautionary Statements Regarding Forward Looking Information and Item 1A. Risk
Factors.



The analysis presented below and discussed in more detail throughout this MD&A
was organized to provide instructive information for better understanding the
Company's results of operations, financial condition and cash flows. However,
this MD&A should be read in conjunction with the Consolidated Financial
Statements in Item 8 of this Annual Report on Form 10-K, including the notes
thereto and the risk factors contained herein. The Company's fiscal year ends on
January 31. Years, results and balances described as 2022 and 2021 are for the
fiscal years ended January 31, 2023 and 2022, respectively.



The Company is engaged in the manufacture and sale of products in one reportable
segment: Piping Systems. Since the Company's revenues are significantly
dependent upon discrete projects, the Company's operating results in any
reporting period could be negatively impacted as a result of variations in the
level of the Company's discrete project orders or delays in the timing of the
specific project phases.



Ukraine War



The war in Ukraine and resulting Russian oil and gas boycotts have added to
the surge in oil prices which has impacted some of the Company's material and
freight costs. However, the Company has not experienced any direct impact from
the disruption in this region. The Company does not source materials from this
region, nor does it serve this market in any material nature.



Oil and Gas Market



Increases in oil prices helped to improve demand for the Company's products in
the oil and gas markets during the year ended January 31, 2023 as compared to
the year ended January 31, 2022,the Company's activity level in Canada
has increased significantly due to the rise in energy prices. See Item 1A. Risk
Factors for additional information.



Liquidity Position



The Company further enhanced its liquidity position on September 17, 2021 when
it executed an extension of a Revolving Credit and Security Agreement (the
"Credit Agreement") with PNC Bank, National Association ("PNC"), as
administrative agent and lender, 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").  As of January 31,
2023, the Company had borrowed an aggregate of $4.4 million and had $9.9 million
available under the Renewed Senior Credit Facility.  See further discussion of
the Company's liquidity position as of January 31, 2023 in "Liquidity and
capital resources" below.  Additionally, as of January 31, 2023, the Company had
borrowed $5.7 million and had an additional $10.2 million of borrowing remaining
available under its foreign revolving credit arrangements.



Supply Chain Constraints and Inflationary Impacts





Due to the current inflationary environment, raw material supply shortages and
transportation delays, the Company could experience delays and has incurred
increased prices for raw materials used in the Company's production processes.
To mitigate these impacts, the Company has implemented several strategies,
including purchasing from alternative suppliers and planning for material
purchases further in advance to ensure the Company has materials when needed.
The Company also adjusts its pricing to customers to offset the impacts of the
raw material price increases. See Item 1A. Risk Factors for additional
information.



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Results of Operations

                      Consolidated Results of Operations:





($ in thousands)                                                          Year Ended January 31,
                                                                                                                    Change
                                                  2023                              2022                   favorable/(unfavorable)
                                                    Percent of Net                    Percent of Net
                                       Amount            Sales           Amount            Sales                    Amount
Net sales                             $ 142,569                         $ 138,552                         $                    4,017

Gross profit                             38,301                  27 %      32,530                  23 %                        5,771

General and administrative expenses      21,994                  15 %      19,893                  14 %                       (2,101 )

Selling expense                           5,163                   4 %       4,526                   3 %                         (637 )

Interest expense, net                     2,119                               828                                             (1,291 )

Other income                                533                             1,044                                               (511 )

Income before income taxes                9,558                             8,327                                              1,231

Income tax expense                        3,613                             2,265                                             (1,348 )

Net income                                5,945                             6,062                                               (117 )



Year ended January 31, 2023 Compared to year ended January 31, 2022





Net sales



Net sales were $142.6 million and $138.6 million in the years ended January 31,
2023 and 2022, respectively. The increase of $4.0 million was primarily a result
of higher sales volumes in North America and Saudi Arabia.



Gross profit



Gross profit was $38.3 million, or 27% of net sales and $32.5 million, or 23% of
net sales, in the years ended January 31, 2023 and 2022, respectively.
The increase of $5.8 million was driven by higher sales volumes and improved
gross margins as a result of the mix of projects globally.



General and administrative expense

General and administrative expenses were $22.0 million and $19.9 million in the years ended January 31, 2023 and 2022, respectively. The increase of $2.1 million was primarily related to higher compensation costs.





Selling expenses



Selling expenses were $5.2 million and $4.5 million in the years ended January
31, 2023 and 2022, respectively. The increase of $0.7 million was due to the
expansion of the Company's sales force in the current period.



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Interest expense, net


Net interest expense was $2.1 million and $0.8 million in the years ended January 31, 2023 and 2022, respectively. The increase of $1.3 million was related to increased borrowings and higher interest rates.





Other income, net



Net other income was $0.5 million and $1.0 million in the years ended January
31, 2023 and 2022, respectively. The current year amount includes income from
the release of the Company's liability for a past project and insurance recovery
income, partially offset by a non-cash pre-tax settlement charge resulting from
the termination of the Company's pension plan.  The prior year amount includes
the receipt of grants from the Canadian government in response to the COVID-19
pandemic. Grants to the Company under these programs ended in the second quarter
of 2021.



Income taxes



The Company's worldwide effective tax rates ("ETR") were 37.8% and 27.2% in the
years ended January 31, 2023 and 2022, respectively. The change in the ETR was
primarily due to additional United States tax expense due to the inclusion of
income from foreign jurisdictions with low effective tax rates, inability to
recognize tax benefits on losses in the United States due to a full valuation
allowance and changes in the mix of income and loss in the various
tax jurisdictions.



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





Net income



Net income was $5.9 million and $6.1 million in the years ended January 31, 2023
and 2022, respectively. The increase in net income was a result of the changes
discussed above.


Liquidity and capital resources





Cash and cash equivalents as of January 31, 2023 were $5.8 million compared to
$8.2 million on January 31, 2022. On January 31, 2023 $0.1 million was held in
the United States, and $5.7 million was held by the Company's foreign
subsidiaries. The Company's working capital was $41.9 million on January 31,
2023 compared to $40.0 million on January 31, 2022. As of January 31, 2023, the
Company had $9.9 million of borrowing capacity under the Renewed Senior Credit
Facility in North America and $10.2 million of borrowing capacity under its
foreign revolving credit agreements.  The Company had $4.4 million borrowed
under the Renewed Senior Credit Facility and $5.7 million borrowed under its
foreign revolving credit agreements at January 31, 2023.



Net cash used in operating activities in the years ended January 31, 2023 and
2022 was $1.2 million and $2.6 million, respectively. This decrease of
$1.4 million was due primarily to increases in accounts receivable and prepaid
expenses and other current assets, partially offset by increases in accounts
payable and accrued compensation and payroll taxes in the current year compared
to the prior year.


Net cash used in investing activities in the years ended January 31, 2023 and 2022 was $6.4 million and $2.3 million, respectively. The increase of $4.1 million was primarily due to investment in the Middle East and Canada during the period.





Net cash provided by financing activities in the years ended January 31, 2023
and 2022 was $4.5 million and $6.2 million, respectively. The main source of
cash from financing activities during the year ended January 31, 2023 was net
proceeds from borrowings of approximately $5.5 million under the Company's
credit facilities, as compared to the year ended January 31, 2022, when net
proceeds were approximately $0.5 million. Additionally, during the year ended
January 31, 2022, the Company received net proceeds of $9.5 million as a result
of the sale and leaseback of its land and buildings in Lebanon, Tennessee (the
"Property"), partially offset by payment of $4.8 million to settle the mortgage
debt. Debt totaled $24.3 million and $21.9 million as of January 31,
2023 and 2022, respectively. For additional information, see Note 5 - Debt, in
the Notes to Consolidated Financial Statements.



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



There was no restricted cash held in the United States on January 31, 2023 or
January 31, 2022. Restricted cash held by foreign subsidiaries was $1.0 million
and $1.6 million as of January 31, 2023 and 2022, respectively. Restricted cash
held by foreign subsidiaries related to fixed deposits that also serve as
security deposits and guarantees.



The following table summarizes the Company's estimated contractual obligations
on January 31, 2023



(In thousands)                                            Year Ending January 31,
Contractual obligations     Total         2024        2025        2026        2027        2028        Thereafter
Revolving line - North
America (1)                $  4,387     $  4,387     $     -     $     -     $     -     $     -     $          -
Mortgage note (2)             4,772          251         251         251         251         251            3,517
Revolving lines -
foreign (3)                   5,714        5,714           -           -           -           -                -
Long-term finance
obligation (4)                9,327          112         137         168         201           -            8,709
Term loan - foreign               5            5           -           -           -           -                -
Subtotal                     24,205       10,469         388         419         452         251           12,226
Finance lease
obligations                     145          145           -           -           -           -                -
Operating lease
obligations (5)              10,995        1,533         650         443         442         404            7,523
Uncertain tax position
obligations (6)                 901            -           -           -           -           -              901
Total                      $ 36,246     $ 12,147     $ 1,038     $   862     $   894     $   655     $     20,650

(1) Interest obligations exclude floating rate interest on debt payable under the

North American revolving line of credit. Based on the amount of such debt on

January 31, 2023, and the weighted average interest rate of 8.50% on that

debt, such interest was being incurred at an annual rate of

approximately $0.4 million.

(2) Scheduled maturities, excluding interest.

(3) Scheduled maturities of foreign revolver line, excluding interest. (4) This schedule represents the cash payments to be made under the lease

agreement for the land and buildings sold by the Company in Lebanon,

Tennessee and leased back from the purchaser in April 2021. These amounts

differ from the liabilities presented as debt in the consolidated balance

sheet as the debt amount represents future payments discounted to the present

date. Refer to Note 5 - Debt, in the Notes to the Consolidated Financial

Statements for further discussion of the transaction.

(5) Minimum contractual amounts, assuming no changes in variable expenses.

(6) Refer to Note 7 - Income taxes, in the Notes to Consolidated Financial


    Statements for a description of the uncertain tax position obligations.




Financing



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").



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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, London
Inter-Bank Offered Rate ("LIBOR") or a LIBOR successor 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 LIBOR or LIBOR successor rate borrowings
is the LIBOR 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. Additionally, the Borrowers pay a 0.25% per annum
facility fee on the unused portion of the Renewed Senior Credit Facility.



Subject to certain exceptions, borrowings under the Renewed Senior Credit
Facility are secured by substantially all of the North American Loan Parties'
assets. The Renewed Senior Credit Facility matures on September 20, 2026.
Subject to certain qualifications and exceptions, the Renewed Senior Credit
Facility contains covenants that, among other things, restrict the North
American Loan Parties' ability to create liens, merge or consolidate, consummate
acquisitions, make investments, dispose of assets, incur debt, and pay dividends
and other distributions. In addition, the North American Loan Parties may not
make capital expenditures in excess of $5.0 million annually, plus a limited
carryover of unused amounts. Further, the North American Loan Parties may not
make repurchases of the Company's common stock in excess of $3.0 million.



The Renewed Senior Credit Facility also contains a free cash flow financial
covenant (the "FCF covenant") requiring the North American Loan Parties to
achieve a ratio of its EBITDA to the sum of scheduled cash principal payments on
indebtedness for borrowed money and interest payments on the advances under the
Renewed Senior Credit Facility to be not less than 1.10 to 1.00 for any five
consecutive days in which the undrawn availability is less than $3.0 million or
any day in which the undrawn availability is less than $2.0 million. As of
January 31, 2023, the calculated ratio was greater than 1.10 to 1.00. In order
to cure any future breach of the FCF covenant 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 pro forma compliance with the FCF covenant. The Company was in
compliance with these covenants as of January 31, 2023.



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, 2023, the Company had borrowed an aggregate of $4.4 million at
a rate of 8.50% and had $9.9 million available under the Renewed Senior Credit
Facility. As of January 31, 2022, the Company had borrowed an aggregate of $0.6
million and had $8.5 million available under the Renewed Senior Credit Facility.



Revolving lines - foreign. The Company also has credit arrangements used by its
Middle Eastern subsidiaries in the U.A.E., Egypt, and Saudi Arabia as discussed
further below.



The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately
$2.2 million at January 31, 2023) from a bank in the U.A.E. The facility has an
interest rate of approximately 8.38%. The facility was renewed in July 2022 and
is now set to expire in July 2025.



The Company has a revolving line for 17.5 million U.A.E. Dirhams (approximately
$4.8 million at January 31, 2023) from a bank in the U.A.E. The facility has an
interest rate of approximately 8.38% and expired in January 2023, however the
Company is in the process of renewing it. The Company is in regular
communication with the bank throughout the renewal process and the facility
has continued without interruption or penalty.



The Company has a credit agreement for project financing with a bank in the
U.A.E. for 1.0 million U.A.E. Dirhams (approximately $0.3 million at January 31,
2023). This credit arrangement is in the form of project financing at rates
competitive in the U.A.E. The line is secured by the contract for a project
being financed by the Company's U.A.E. subsidiary. The facility has an interest
rate of approximately 8.38% and is expected to expire in June 2023 in connection
with the completion of the project.



The Company has a credit agreement for project financing with a bank in the
U.A.E. for 2.0 million U.A.E. Dirhams (approximately $0.5 million at January 31,
2023). This credit arrangement is in the form of project financing at rates
competitive in the U.A.E. The line is secured by the contract for a project
being financed by the Company's U.A.E. subsidiary. The facility has an interest
rate of approximately  8.38% and is expected to expire in May 2024 in connection
with the completion of the project.



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In June 2021, the Company's Egyptian subsidiary entered into a credit
arrangement with a bank in Egypt for a revolving line of 100.0 million Egyptian
Pounds (approximately $3.3 million at January 31, 2023). This credit arrangement
is in the form of project financing at rates competitive in Egypt. The line is
secured by certain assets (such as accounts receivable) of the Company's
Egyptian subsidiary. Among other covenants, the credit arrangement established a
maximum leverage ratio allowable and restricted the Company's Egyptian
subsidiary's ability to undertake any additional debt. The facility has an
interest rate of approximately 8.00% and expired in June 2022, however the
Company has started the renewal process for this credit arrangement. The Company
is in regular communication with the bank throughout the renewal process and the
facility has continued without interruption or penalty.



In December 2021, the Company entered into a credit arrangement for project
financing with a bank in Egypt for 28.2 million Egyptian Pounds. As this project
has progressed and the Company has made collections, the facility has decreased
to a current amount of 11.2 million Egyptian Pounds (approximately $0.4 million
at January 31, 2023). This credit arrangement is in the form of project
financing at rates competitive in Egypt. The line is secured by the contract for
a project being financed by the Company's Egyptian subsidiary. The facility has
an interest rate of approximately 8.00% and expired in November 2022, however,
the Company is in the process of extending it in connection with the completion
of the project. The Company is in regular communication with the bank throughout
the process and the facility has continued without interruption or penalty.



In August 2022, the Company's Egyptian subsidiary entered into a credit
arrangement with a bank in Egypt for a revolving line of 100.0 million Egyptian
Pounds (approximately $3.3 million at January 31, 2023). This credit arrangement
is in the form of project financing at rates competitive in Egypt. The line is
secured by certain assets (such as accounts receivable) of the Company's
Egyptian subsidiary. Among other covenants, the credit arrangement established a
maximum leverage ratio allowable, to be tested annually at fiscal
year-end. The facility has an interest rate of approximately  18.25% and is set
to expire in August 2023.



In March 2022, the Company's Saudi Arabian subsidiary entered into a credit
arrangement with a bank in Saudi Arabia for a revolving line of 25.0 million
Saudi Riyal (approximately $6.7 million at January 31, 2023) This credit
arrangement is in the form of project financing at rates competitive in Saudi
Arabia. The line is secured by certain assets (such as accounts receivable) of
the Company's Saudi Arabian subsidiary. The facility has an interest rate of
approximately 9.15% and is set to expire in  April 2023.



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. As of January 31, 2023, the amount
of foreign subsidiary debt guaranteed by the Company was approximately
$0.5 million.



The Company was in compliance with the covenants under the credit arrangements
in the U.A.E., Egypt and Saudi Arabia as of January 31, 2023, with the exception
of those arrangements that have expired and have not yet been renewed. Although
certain of the arrangements have expired and the borrowings could be required to
be repaid immediately by the banks, the Company is in regular communication with
the respective banks throughout the renewal process and all of the arrangements
have continued without interruption or penalty. On January 31, 2023, interest
rates were based on the Emirates Inter Bank Offered Rate plus 3.00% to 3.50% per
annum for the U.A.E. credit arrangements, two of which have a minimum interest
rate of 4.50% per annum, based on the stated interest rate in the agreement for
the Egypt credit arrangement, and based on the Saudi Inter Bank Offered Rate
plus 3.5% for the Saudi Arabia credit arrangement. Based on these base rates, as
of January 31, 2023, the Company's interest rates ranged from 8.00% to 18.25%,
with a weighted average rate of 10.72%, and the Company had facility limits
totaling $21.5 million under these credit arrangements. As of January 31,
2023, $5.6 million of availability was used to support letters of credit to
guarantee amounts committed for inventory purchases and for performance
guarantees. Additionally, as of January 31, 2023, the Company had borrowed $5.7
million and had an additional $10.2 million of borrowing remaining available
under the foreign revolving credit arrangements. The foreign revolving lines
balances as of January 31, 2023 and 2022, were included as current maturities of
long-term debt in the Company's consolidated balance sheets.



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Finance obligation - buildings and land. On April 14, 2021, the Company entered
into a purchase and sale agreement (the "Purchase and Sale Agreement"). Pursuant
to the terms of the Purchase and Sale Agreement, the Company sold 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 15-year lease agreement (the "Lease Agreement"), whereby the Company is
leasing back the Property at an annual rental rate of approximately
$0.8 million, subject to annual rent increases of 2.00%. Under the Lease
Agreement, the Company has four consecutive options to extend the term of the
lease by five years for each such option.



In accordance with ASC 842, Leases, this transaction was recorded as a failed
sale and leaseback as the present value of lease payments
exceeded substantially all of the fair value of the underlying asset. The
Company utilized an incremental borrowing rate of 8.00% 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 $0.1 million is
recognized in current maturities of long-term debt and the long-term portion of
$9.2 million is recognized in long-term finance obligation on the Company's
consolidated balance sheets as of January 31, 2023. The net carrying amount of
the financial liability and remaining assets will be zero at the end of the
lease term.



Liquidity from Canadian government grants





The Company's subsidiary, Perma-Pipe Canada, Ltd., received relief in the form
of grants from the Canadian government of approximately $0.7 million during the
year ended January 31, 2022. Grants to the Company ended in the second quarter
of 2021 and no additional grants have been received since then. The proceeds
from these grants were recognized in other (expense)/income in the consolidated
statement of operations.



Accounts receivable



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 $39.1 million as of January 31, 2023, with a remaining balance due
in the amount of $2.7 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, $2.5 million is classified in a long-term receivable account.



The Company has been engaged in ongoing active efforts to collect the
outstanding amount. The Company continues to engage with the customer to ensure
full payment of open balances, and during June 2022 received a partial payment
to settle $0.9 million of the customer's outstanding balances. Further, the
Company has been engaged by the customer to perform additional work in
2023 under customary trade terms that supports the continued cooperation between
the Company and the customer. As a result, the Company did not reserve any
allowance against the remaining outstanding balances as of January 31, 2023.
However, if the Company's efforts to collect on this account are not successful,
the Company may recognize an allowance for all, or substantially all, of any
such then uncollected amounts.



Stock repurchase plan


On December 7, 2022 the Board of Directors authorized the use of $1.0 million remaining under the share repurchase program previously approved on October 4, 2021 that expired on October 3, 2022. Share repurchases may be executed through open market or in privately negotiated transactions over the course of the 12 months following the Board of Directors authorization.





The repurchase program approved on October 4, 2021 authorized the Company to use
up to $3.0 million for the purchase of its outstanding shares of common stock.
Stock repurchases were permitted to be executed through open market or privately
negotiated transactions, depending upon current market conditions and other
factors. In total, the Company used $2.0 million of the $3.0 million authorized
to repurchase its outstanding shares of common stock under the program.


On July 26, 2022, the Company retired 239,168 shares of treasury stock previously repurchased 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 to retained earnings in accordance with ASC 505-30, Equity - Treasury Stock.


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Critical accounting estimates and policies





The Company's significant accounting policies are discussed in the Notes to
Consolidated Financial Statements included in Item 8 of this Annual Report on
Form 10-K. The application of certain of these policies requires significant
judgments or a historical based estimation process that can affect the results
of operations and financial position of the Company, as well as the related
footnote disclosures. The Company bases its estimates on historical experience
and other assumptions that it believes are reasonable. If actual amounts
ultimately differ from previous estimates, the revisions are included in the
Company's results of operations for the period in which the actual amounts
become known.



Revenue recognition. In accordance with Accounting Standards Codification
("ASC") 606, Revenue from Contracts with Customers, the Company recognizes
revenue for certain contracts when a customer obtains control of promised goods
or services.  Other contracts recognize revenues using periodic recognition of
income. For these contracts, the Company uses the "over time" accounting method.
Under this approach, income is recognized in each reporting period based on the
status of the uncompleted contracts and the current estimates of costs to
complete. The amount of revenue recognized is determined by the relationship of
costs incurred to the total estimated costs of the contract. Provisions are made
for estimated losses on uncompleted contracts in the period in which such losses
are determined. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions and
final contract settlements, may result in revisions to costs and income. Such
revisions are recognized in the period in which they are determined. Claims for
additional compensation due to the Company are recognized in contract revenues
when realization is probable, the amount can be reliably estimated and the
amount is not subject to reversal. See Note 4 - Revenue recognition, in the
Notes to Consolidated Financial Statements, for more detail.



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 for realizability at each reporting period. The Company has not
recognized any tax benefits on losses in the United States due to a full
valuation allowance applied against its deferred tax assets.



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, in the Notes to
Consolidated Financial Statements.



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

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