Perma-Pipe International Holdings, Inc. Annual Report 2021

Plain-text annual report

2021 ANNUAL REPORT Cover Photo: PERMA-PIPE’s XTRU-THERM® insulated piping systems keep Egyptian ministerial employees cool in Cairo’s New Capital City by delivering chilled water cooling in an environmentally sustainable manner. MESSA GE TO STOCKHOLDERS 2021 RESUMING WHERE WE PAUSED After the unexpected events we’ve all experienced through the pandemic, it appears things are gradually returning to normal. During last three quarters of the year, our the environments and markets began to see gradual improvement from the restrictive conditions we had been operating under. We were all relieved to see we have ‘survived the storm’ and were entering a period where we could begin to resume our strategic push for improvement. When compared to the results of a very testing year in 2020, our 2021 results show a significant improvement. Revenues increased over 60% and EBIT by $16.5 million versus 2020. In fact, the year-over-year EBIT improvement was $21 million if you exclude the impact of government assistance received in 2020. These improvements were well distributed amongst all our Business Units, with each one experiencing a meaningful improvement in profits. A good sign that recovery is being seen everywhere. But we consider the conditions and resulting financial results for 2020 to be an anomaly. As a more reasonable benchmark, our 2021 result shows an improvement in EBIT of 50% versus the 2019 year. What has enabled us to achieve this result is a modest increase in revenues (8.5% versus 2019), while sustaining most of the overhead cost reductions achieved during the 2020 downturn. This achievement is more notable when it is recognized that we were still operating under the pandemic restrictions during the first quarter of the year. During this initial period, we continued to remain defensive with our cost controls and cash preservation. As a result, some of our more significant capital expenditure programs to accelerate growth and productivity improvement were delayed and these are still in progress now. Once complete, we expect to be able to capture the growth opportunities we identified, and it is a relief to know that we are now able to recommence our focus on these. At a more detailed level, there was a significant improvement in the earnings from our Canadian operation. This market was hit by the ‘double whammy’ of COVID and the collapse of oil prices since the anti- corrosion coating market there is heavily dependent on drilling activity. These market conditions are now improving, and we have seen a welcome improvement to profitability after managing the increased levels of activity without a proportionate increase to the reduced overhead costs. A similar achievement occurred in our US operations, where revenues increased while still maintaining reduced overhead costs. We have also had continued success with our anti- corrosion coating services introduced in the UAE and have now expanded that capability into Egypt, which has also continued to exceed our original expectations. Both of these strategic moves are proving to provide excellent improvements to our worldwide business and are presenting new opportunities for future growth. During 2021, we had a significant upturn in our earnings in India after the execution of a project on pipe ultimately destined for South America. While the project value was not significant in the context of our group performance, it led to the doubling of annual revenues for our business in India. Similarly, our levels of activity in Saudi Arabia doubled and the market appears to our employees and to our Board of Directors. Without everyone’s best efforts throughout this period, we could not have achieved the successful result that we did. And once again, our shareholders have continued to remain supportive and patient, and this is something that encourages and motivates us all to persevere under such difficult conditions. All of you have my most sincere gratitude. And I look forward to another successful year in 2022. Sincerely, David J. Mansfield Chief Executive Officer MESSA GE TO STOCKHOLDERS 2021 have become much more buoyant again, with more prospects on the horizon. Our leak detection division has experienced the most prolonged adverse impacts from the pandemic. Many customers delayed their schedules for construction of new data centers, thus reducing the market available to PermAlert. We are still seeing some of the effects of this today. In addition, there continues to be constraints due to supply chain obstacles, since our product is dependent upon the availability of microprocessors, which continue to be in short supply worldwide and across many industries. Nevertheless, while the financial results did not return to the levels achieved in 2019, there was still an improvement over 2020. During 2021, we also made some notable progress on non-operational issues. One of these was the extension of the Credit Agreement with our bank, providing for a new five-year $18.0 million senior secured revolving credit facility. In addition, during the first quarter of the year, we entered into a purchase and sale agreement for our land and buildings in Lebanon, Tennessee. During a period that began with uncertainty, these two events provided added security over the adequacy of cash availability and allowed us to continue to focus on moving our business forward. It also provided us with sufficient liquidity to commence a share repurchase program, which we began in the third quarter. So, with a year that began under significant uncertainty and obstacles presented by the pandemic, I am very pleased to report that we have not merely survived what appears to be the worst of the consequences, but indeed made some worthwhile progress in several areas. The pandemic introduced many new challenges and required the introduction of numerous protocols these previously unnecessary. Our handling of circumstances was very successful. In a short period of time, we achieved a vaccination rate of 89% of our worldwide personnel, implemented regular testing programs, and mask mandates. All of this was a distraction from our anticipated priorities, but an important one to respond to. But we now expect to be entering a time when we can resume our focus on growth and improvement. The past two years have been extremely challenging and stressful for everyone. And once again, I must extend my sincere thanks, and congratulations, to all OUR COMPANY PERMA-PIPE International Holdings, Inc. is a global engineering support, field service, and custom fabrication engineered pipe services company offering core for piping required for oil & gas, district heating and competencies in anti-corrosion coatings, insulation cooling, environmental, and other industrial applications. solutions, containment systems, leak detection systems, PERMA-PIPE AT A GLANCE Operational Facilities 7 Countries of Operations 6 500+ Employees U S A i a n a , u i s o e ri a , L w I b N e da a n a a, C t r e b l A , e s o r m a C F u j a i r a h , U n i t e d A r a b E m ir a te s Lebanon, Tenn ess e e, U S A B e n i S u e f , E g y p t bia o b ar, Saudi Ara h A l K 15 Pipe Protection, Insulation, Leak Detection Brands Gujarat, Indi a OUR CORE VALUES PERMA-PIPE is proud of the values upon which its business is based. Accordingly, it has and will continue to uphold the highest business ethics and personal integrity in the PERMA-PIPE organization's actions, interactions, and transactions. During the past year, our core values have served us well. We saw our employees make connections and respect the work of their colleagues on a deeper level. They demonstrated accountability and supported one another. We further saw them quickly adapt to new technologies to become more productive. We value our employees and appreciate all that they do day in and day out to improve the company. Integrity and professionalism underpin our relationships with our employees, customers, and suppliers. SAFETY FIRST No Accidents, No Injuries. Be responsible for your own and other’s safety. VALUE PEOPLE Seek out and appreciate each other’s ideas, thoughts, and values. ACT WITH INTEGRITY Tell the truth, be reliable and transparent, and do the right thing. BE A TEAM PLAYER Work with your customers and coworkers to identify and solve problems. Never settle for the status quo. RESPECT Treat others as you want to be treated with trust, dignity, and respect. Own your actions, decisions, and responsibilities. OWN IT We sincerely thank our customers for partnering with PERMA-PIPE during these challenging times. They are not only purchasing high-quality and reliable custom fabricated piping systems, coatings, or liquid leak detection systems, they are investing in a partnership with a company that stands behind its products. We work together to provide convenience, cost savings, and peace of mind from start to finish as their preferred partner. We value our long- lasting relationships and strive for excellence in what we do every day. THANK YOU SAFETY AS A CORE VALUE PERMA-PIPE is committed to the health and safety of our employees, customers, contractors, and visitors at all our global locations. Our employees are integrated as part of our continuous safety improvement plan to keep each other safe. It is vital to focus on the task of zero injuries, working safely, and following our health and safety procedures and protocols. In early 2021 we implemented the PERMA-PIPE Life Saving Rules to establish a consistent approach to preventing serious injuries and fatalities, enabling the standardization of safety orientation and training for employees. Further, the PERMA-PIPE Zero Incidents Culture promotes a positive safety environment where every team member speaks up when they see unsafe conditions. Maintaining a strong safety culture is vital to improving our performance and success. LIFE SAVING RULES 2021 SAFETY HIGHLIGHTS Total Injury Rate Reduced From Y202034% Lost Time Injury Rate Reduced 13% From Y2020 ZERO INCIDENTS SAFETY CULTURE Z ERO A CCID E N T S ENVIRONMENTAL, SOCIAL, AND GOVERNANCE Environmental, social, and governance (ESG) issues in a holistic manner. It requires continual considerations are essential to conducting our business. improvement of our EMS systems toward reducing Addressing ESG challenges and finding solutions within environmental impacts. We strive to enhance our our business units lead to building better business employees' economic and social well-being in the globally. We also understand that focusing on ESG communities in which we operate and to positively within our operations will protect and create value while impact the communities where we live and work. positioning us for a better future. Our company conducts environmentally responsible operations. PERMA-PIPE has adopted a systematic approach to environmental management and has established an assurance process for legal compliance in health, safety, and environment (HSE) and continuous performance improvement. We also promote reducing energy consumption in all our activities and reduce, recycle, and aim to reuse waste where possible. The Environmental Management System (EMS) in our Middle East and North Africa business units is certified to the ISO 14001 standard, which provides a framework to identify, manage, monitor, and control environmental SUSTAINABILITY IN DISTRICT ENERGY SYSTEMS Sustainability matters, and whom our clients select today will have a lasting impact on generations to come. Our district energy piping systems are key components in environmentally sustainable energy infrastructure, especially the piping networks serving the local communities in which we operate. Delivering heating, cooling, and power from a single central plant to nearby buildings in a highly efficient method helps to reduce the environmental impact of energy usage. For nearly a century, PERMA-PIPE has been at the forefront of engineering solutions to deliver sustainable district energy systems for below or above ground steam, hot, and chilled water applications. Our piping systems maximize thermal efficiency, resulting in considerable energy savings. Over the past year, our growth strategies have made significant progress in introducing our energy-efficient piping systems to universities, airports, hospitals, military installations, and municipalities that want to make a difference in the environment. We strive to address these challenges by delivering superior piping systems that are safe, reliable, and reduce the overall carbon footprint in providing energy for heating and cooling. FINANCIAL HIGHLIGHTS Without everyone’s best efforts throughout this period, we could not have achieved the successful result that we did." David J. Mansfield Chief Executive Officer 2021 2020 2019 Net Income (Loss) $6,062 ($7,642) $3,576 Interest Expense 828 381 905 Income Tax (Benefit) 2,265 (133) 1,459 Earnings Before Interest & Taxes (EBIT) 9,155 (7,394) 5,940 Government Assistance (699) (4,886) - Adjusted EBIT $8,456 ($12,280) $5,940 EBIT and Adjusted EBIT are not presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Please see the table above for a Reconciliation of Net Income to EBIT and Adjusted EBIT, its most directly comparable to U.S. GAAP financial measure. "FORM 10-K UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31, 2022OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ____________Commission File No. 001-32530Perma-Pipe International Holdings, Inc.(Exact name of registrant as specified in its charter)Delaware36-3922969(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)6410 W. Howard Street, Niles, Illinois60714(Address of principal executive offices)(Zip Code)(847) 966-1000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbolName of each exchange on which registeredCommon Stock, $.01 par value per sharePPIHThe Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerginggrowth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reportingcompany ☒ Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (the exclusion of the marketvalue of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant)was $53,405,526.85 based on the closing sale price of $6.89 per share as reported on the Nasdaq Global Market on July 31, 2021.The number of shares of the registrant's common stock outstanding at April 14, 2022 was 8,154,154. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 2022 annual meeting of stockholders, which will be filed with the Securities andExchange Commission within 120 days after January 31, 2022, are incorporated by reference in Part III of this Annual Report on Form 10-K. Perma-Pipe International Holdings, Inc. FORM 10-K For the fiscal year ended January 31, 2022TABLE OF CONTENTSItemPagePart I 1.Business2 Products and Services2 Employees3 Information about our Executive Officers41A.Risk Factors51B.Unresolved Staff Comments112.Properties113.Legal Proceedings114.Mine Safety Disclosures11 Part II 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities126.[Removed and Reserved]137.Management's Discussion and Analysis of Financial Condition and Results of Operations137A.Quantitative and Qualitative Disclosures About Market Risk218.Financial Statements and Supplementary Data219.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure219A.Controls and Procedures229B.Other Information239C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections23 Part III 10.Directors, Executive Officers and Corporate Governance2311.Executive Compensation2312.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters2313.Certain Relationships and Related Transactions, and Director Independence2314.Principal Accounting Fees and Services24 Part IV 15.Exhibits and Financial Statement Schedules24 Report of Independent Registered Public Accounting Firm (PCAOB Auditor ID Number 248)2516.Form 10-K Summary60 Signatures61 PART I Cautionary Statements Regarding Forward Looking Information Certain statements contained in this Annual Report on Form 10-K, 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 Securities Exchange Act of 1934 as amended("Exchange Act"), and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks anduncertainties that exist in the Company's operations and business environment. Such risks and uncertainties could cause actual results to differmaterially from those projected as a result of many factors, including, but not limited to, the following: Market Condition Risks •the impact of the coronavirus ("COVID-19") on the Company's results of operations, financial condition and cash flows; •fluctuations in the price of oil and natural gas and its impact on customer order volume for the Company's products; •the impact of global economic weakness and volatility; •fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products; •decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-governmentcustomers’ liquidity and access to capital funds; Financial Risks •the Company’s ability to repay its debt and renew expiring international credit facilities; •the Company’s ability to effectively execute its strategic plan and achieve sustained profitability and positive cash flows; •the Company's ability to collect a long-term account receivable related to a project in the Middle East; •the Company's ability to interpret changes in tax regulations and legislation; •the Company’s ability to use its net operating loss carryforwards; •reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’sover time revenue recognition; •the Company’s failure to establish and maintain effective internal control over financial reporting; Business Condition Risks •the timing of order receipt, execution, delivery and acceptance for the Company’s products; •the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts; •aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates; •the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers; •the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defectivematerials to the Company; •reductions or cancellations of orders included in the Company’s backlog; •risks and uncertainties specific to the Company's international business operations; General Risks •the Company’s ability to attract and retain senior management and key personnel; •the Company’s ability to achieve the expected benefits of its growth initiatives; and •the impact of cybersecurity threats on the Company’s information technology systems 1 Item 1. BUSINESS Perma-Pipe International Holdings, Inc., collectively with its subsidiaries ("PPIH", the "Company" or the "Registrant"), is engaged in themanufacture and sale of products in one reportable segment: Piping Systems. The Company was incorporated in Delaware on October 12, 1993.The Company's common stock is traded on the Nasdaq Global Market and reported under the ticker symbol "PPIH". The Company's fiscal yearends on January 31. Years, results and balances described as 2022, 2021 and 2020 are for the fiscal years ended January 31, 2023, 2022 and 2021,respectively. Products and services. The Company engineers, designs, manufactures and sells specialty piping systems and leak detection systems. Specialtypiping systems include: (i) insulated and jacketed district heating and cooling piping systems for efficient energy distribution from centralenergy plants to multiple locations, (ii) primary and secondary containment piping systems for transporting chemicals, hazardous fluids andpetroleum products, (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 like bends, reducers, tees, and otherspools/fittings used in pipelines for the transportation of oil and gas products and potable water. The Company's leak detection systems aresold with its piping systems or on a stand-alone basis to monitor areas where fluid intrusion may contaminate the environment, endangerpersonal safety, cause a fire hazard, impair essential services or damage equipment or property. The Company frequently engineers and custom fabricates to job site dimensions and incorporates provisions for thermal expansion due tocycling temperatures. Most of the Company's piping systems are produced for underground installations and, therefore, require trenching,which is the responsibility of the general contractor, and completed by unaffiliated installation contractors. The Company’s piping systems are typically sold as a part of discrete projects, and customer demand can vary by reporting period. See"Management's Discussion and Analysis of Financial Condition and Results of Operations." Operating Facilities: The Company operates its business from the following locations: Perma-Pipe, Inc.Perma-Pipe Middle East FZCNiles, ILFujairah, United Arab EmiratesNew Iberia, LAPerma-Pipe Saudi Arabia, LLCLebanon, TNDammam, Kingdom of Saudi ArabiaPerma-Pipe Canada, Ltd.Perma-Pipe India Pvt. LtdCamrose, Alberta, CanadaGandhidham, IndiaPerma-Pipe Egypt for Metal Fabrication and Insulation Industries(Perma-Pipe Egypt) S.A.E. Beni Suef, Egypt Customers and sales channels. The Company's customer base is industrially and geographically diverse. In the United States, the Companyemploys inside and outside sales managers who use and assist a network of independent manufacturers' representatives, none of whomsell products that are competitive with the Company's piping systems. The Company employs a direct sales force to market and sell productsand services in Canada, India, Egypt, and in several countries in the Middle East. On a country-by-country basis, and where advantageous, theCompany uses an agent network to assist in marketing and selling the Company's products and services. For the years ended January 31, 2022 and 2021, respectively, no one customer accounted for greater than 10% of the Company's consolidatednet sales. As of January 31, 2022 and 2021, one customer accounted for 11.9% and no one customer accounted for greater than 10% of accountsreceivable, respectively. Backlog. The Company’s backlog on January 31, 2022 was $39.3 million compared to $52.6 million on January 31, 2021, most of which is expectedto be completed within 2022. This decrease was primarily the result of the Company's completion of a significant number of projects during 2021that were delayed because of the COVID-19 pandemic and related disruptions. The Company defines backlog as the expected total revenuevalue resulting from confirmed customer purchase orders that have not yet been recognized as revenue. However, by industry practice, ordersmay be canceled or modified at any time. If a customer cancels an order, the customer is normally responsible for all finished goods produced orshipped, all direct and indirect costs incurred, and also for a reasonable allowance for anticipated profits. No assurance can be given that theseamounts will be recovered after cancellation. Any cancellation or delay in orders may result in lower than expected revenue from the Company'sreported backlog. 2 Intellectual property. The Company owns various patents covering its piping and electronic leak detection systems, as well as for some of thefeatures of its sensor cables. These patents are not material to the Company either individually or in the aggregate because the Companybelieves its sales would not be materially reduced if patent protection was not available. The Company owns numerous trademarks connectedwith its piping and leak detection systems throughout the world. Suppliers. The basic raw materials used in production are pipes and tubes made of carbon steel, steel alloys, copper, ductile iron, or polymersand various chemicals such as polyols, isocyanate, urethane resin, polyethylene, and fiberglass, which are mostly purchased in bulk quantities.The Company believes there are currently adequate supplies and sources of availability of these needed raw materials. The sensor cables used in the Company's leak detection and location systems are manufactured to the Company's specifications by companiesregularly engaged in manufacturing such cables. The Company assembles the monitoring component of its leak detection and location systemsfrom components purchased from many sources. The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment,raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for rawmaterials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasingfrom alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. TheCompany has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected tocontinue into 2022, the resulting future disruptions to the Company’s operations are uncertain. Competition. The piping systems market is highly competitive. The Company believes its principal competition consists of over 20 majorcompetitors and more small competitors. The Company believes that quality, service, engineering design capabilities and support, acomprehensive product line, timely execution, plant location and price are key competitive factors in the industry. The Company also believes ithas a more comprehensive product line than any competitor. Research and Development. The Company maintains a standalone research and development function and primarily focuses on activities anddevelopment to meet product specifications mandated by its customers and the industry. Government regulation. The demand for the Company's leak detection and location systems and secondary containment piping systems, whichis a small percentage of the Company's total annual piping sales, is driven in the U.S. by federal and state environmental regulation with respectto hazardous waste. The U.S. Federal Resource Conservation and Recovery Act requires, in some cases, that the storage, handling andtransportation of fluids through underground pipelines feature secondary containment and leak detection. The U.S. National Emission Standardfor hydrocarbon airborne particulates requires reduction of airborne volatile organic compounds and fugitive emissions. Under this regulation,many major refineries are required to recover fugitive vapors and dispose of the recovered material in a process sewer system, which thenbecomes a hazardous secondary waste system that must be contained. Although there can be no assurances as to the ultimate effects of thesegovernmental regulations, the Company believes such regulations generally increase the demand for its piping systems products. In the United States and Canada, federal government regulations require that all buried oil and gas pipelines that cross state or provincialboundaries or the United States-Canada border, have an anti-corrosion coating system applied. The Company believes that this regulation has apositive effect on demand for its products due to the Company's unique expertise with respect to anti-corrosion coating. Environmental impacts. The Company provides insulated pipe for district energy systems. A district energy system is a highly efficient way toprovide heating or cooling to nearby buildings. A central plant produces steam or chilled water, hot and/or chilled water that flows throughinsulated pipes to nearby buildings. The goal of a district energy system is to centralize production to deliver energy efficiency, reduceoperating costs, and use less equipment compared to individual buildings with their own boilers and chillers. In addition, district heating andcooling plants can provide better pollution control than localized boilers and cooling equipment. Employees As of January 31, 2022, the Company had approximately 184 full-time employees working in the United States, of which approximately 64 wereunder two collective bargaining agreements, one expiring on April 30, 2023, and the other expiring on March 31, 2025. There were approximately424 full-time employees working at the Company's international locations. The Company considers its relationship with its employees to begood. 3 Available Information The Company files with and furnishes to the Securities and Exchange Commission ("SEC") reports, including annual meeting materials, annualreports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as amendments thereto. The Company maintainsa website, www.permapipe.com, where these reports and related materials are available free of charge as soon as reasonably practicable after theCompany electronically files or furnishes such material with or to the SEC. The information on the Company's website is not part of this AnnualReport on Form 10-K and is not incorporated into this or any other filings by the Company with the SEC. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth information regarding the executive officers of the Company as of April 14, 2022: Executive officer of theNameOffices and Positions; AgeCompany sinceDavid J. MansfieldDirector, President and Chief Executive Officer; Age 612016 Grant DewbreChief Operating Officer; Age 532021 D. Bryan NorwoodVice President and Chief Financial Officer; Age 662018 Wayne BoschVice President, Chief Human Resources Officer; Age 652013 David J. Mansfield: President, Chief Executive Officer ("CEO") and member of the Board of Directors since November 2016. From 2015 to 2016,Mr. Mansfield served as Chief Financial Officer ("CFO") of Compressor Engineering Corp. & CECO Pipeline Services Co., which providesproducts and services to the gas transmission, midstream, gas processing, and petrochemical industries. In this position, he had overallresponsibility for the group’s financial affairs, including the development and execution of turnaround plans and the successful negotiation of acorporate refinancing. From 2009 to 2014, Mr. Mansfield served as CFO and as Acting CEO of Pipestream, Inc., a venture capital-ownedtechnology development company providing a suite of products to the oil and gas pipeline industry. From 1992 to 2009, Mr. Mansfield wasemployed with Bredero Shaw, the world’s largest provider of protective coatings for the oil and gas pipeline industry, most recently as VicePresident Strategic Planning. During his tenure with Bredero Shaw, Mr. Mansfield served in numerous roles including Vice President Controller,and Commercial General Manager, Europe, Africa & FSU, and played a key role in strategy development and merger and acquisition activities asthe company grew from annual revenues of $100 million to over $900 million. Grant Dewbre: Appointed Chief Operating Officer in July 2021. Mr. Dewbre was formerly Senior Vice President, Middle East & North Africa forthe Company since December 2017. He was responsible for facilities in Fujairah, U.A.E., Dammam, Saudi Arabia, Gujarat, India, and Beni Suef,Egypt, which was established in 2019 under Mr. Dewbre’s leadership of the division. Before joining the Company, Mr. Dewbre served asManaging Director for Seaway Heavy Lifting in Houston, Texas, a Dutch offshore construction company, which was part of the Subsea 7 groupfrom July 2015 to November 2017. In addition, he was Senior Vice President for Ceona Offshore, a startup offshore construction specialistcompany based in London, the United Kingdom from December 2013 to June 2015. From March 2004 to November 2013, he held several roles,including project management, sales, and commercial management, in Houston, Texas and Leiden, The Netherlands, for Heerema MarineContractors, a Dutch offshore construction company specialized in the installation of fixed and floating offshore platforms as well as pipelineinstallation services. Mr. Dewbre has held various project and plant management and commercial positions in the United States, UnitedKingdom, Malaysia, Azerbaijan, and at other locations for Bredero Shaw, the world’s largest provider of protective coatings for the oil & gaspipeline industry from October 1992 to February 2004. D. Bryan Norwood: Appointed Vice President and CFO in November 2018. From 2014 to 2018, Mr. Norwood served as CFO of API Perforating,LLC, an oilfield service company providing stage perforation and wireline services. From 2012 to 2014, Mr. Norwood served as CFO of Dupre’Energy Services, LLC, an oilfield service company offering multiple services lines. From 2010 to 2012, Mr. Norwood was Vice President Financefor the Environmental Services Division of PSC, LLC, a hazardous waste disposal company. From 1992 to 2010, Mr. Norwood held several seniorleadership positions, including CFO of Smith Equipment Rental and Services, LLC, a regional oilfield service provider, Vice President andTreasurer of Key Energy Services, Inc., an oilfield multi-service provider, and Corporate Controller and Vice President Finance-Americas withBredero Shaw, a global pipe coating provider. Wayne Bosch: Appointed Vice President and Chief Human Resources Officer in December 2013. From 2010 to 2012, Mr. Bosch was VicePresident of Human Resources at Pactiv, a $4.0 billion global manufacturer and distributor of food packaging products. Prior to Pactiv, he led thehuman resource activities at the North American segment of Barilla America, a $6.3 billion global pasta, sauces and bakery manufacturer and wasthe Chief Human Resources Officer for water filtration leader Culligan International Company. Mr. Bosch's background spans the entire spectrumof human resources competencies, including mergers, acquisitions and business integration, in start-up, turnaround and high-growthbusinesses. The scope of his experience also includes communications, legal, ethics and compliance, health safety environment, riskmanagement, payroll, facilities and general administrative services. On January 3, 2022, Mr. Bosch provided notice to the Company of his intentto retire as the Company's Vice President and Chief Human Resources Officer effective July 3, 2022. 4 Item 1A. RISK FACTORS The Company's business, financial condition, results of operations and cash flows are subject to various risks, including, but not limited to,those set forth below, which could cause actual results to vary materially from recent results or from anticipated future results. These risk factorsshould be considered together with information included elsewhere in this Annual Report on Form 10-K. Market Condition Risks The Company’s business has been and may continue to be negatively impacted by the ongoing COVID-19 pandemic. The COVID-19pandemic has severely restricted the level of economic activity around the world. In response to this COVID-19 pandemic, the governments ofmany countries, states, cities and other geographic regions, as well as customers and suppliers, have taken preventative or protective actions,such as imposing restrictions on travel and business operations, shutdowns, lockdowns, mask mandates and other measures. Temporaryclosures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. These actions may continue toexpand in scope, type and impact depending on the ongoing severity of the pandemic. These measures, while intended to protect human life,have had and are expected to continue to have significant adverse impacts on domestic and foreign economies. Currently, the effectiveness ofeconomic stabilization efforts being taken by federal and state government authorities to mitigate the effects of these actions and the spread ofCOVID-19 is uncertain. This COVID-19 pandemic has impacted, and may continue to impact, the Company's office locations and manufacturing facilities, as well asthose of its customers and third-party vendors, including through the effects of facility closures, reductions in operating hours and other socialdistancing efforts. In addition, the Company has modified its business practices (including employee travel, employee work locations, andcancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be required bygovernment authorities or that the Company determines are in the best interests of its employees, customers, partners and suppliers. In somecases, customer mitigation efforts have prevented the Company from accessing the facilities of its customers to deliver products and provideservices. In addition, some of the Company’s customers have chosen to delay and some of the Company's customers may choose to abandonprojects for which the Company provides products and/or services as a result of such actions. Further, the Company may experiencedisruptions or delays in its supply chain as a result of such actions. While a substantial portion of the Company’s businesses have beenclassified as an essential business in jurisdictions in which facility closures have been mandated, the Company can provide no assurance thatthis will not change in the future or that the Company’s businesses will be classified as essential in each of the jurisdictions in which theyoperate. The Company’s results of operations, financial condition, liquidity and cash flow in 2020 were materially adversely affected by the COVID-19pandemic and may in the future be materially adversely affected if the COVID-19 pandemic again worsens, although the extent of any suchimpacts remains unclear at this time. Crude oil and natural gas prices are volatile, and any substantial and extended increases or decreases in oil and natural gas prices willlikely have a material effect on demand and pricing in the Company's business. Generally, when the prices for crude oil and natural gas arehigher, demand for certain of the Company’s products increases and the Company is able to negotiate higher prices. On the other hand, whenthe prices of crude oil and natural gas are lower, demand for certain of the Company’s products decreases and the Company is forced to competewith lower prices and other concessions. Volatility in these commodity prices can also result in circumstances where demand for certain of theCompany’s products is suddenly high, but the Company is unable to negotiate higher prices, thereby adversely impacting the Company’smargins and capacity to accept new projects at higher margins. Among the factors that can or could cause these price fluctuations are: •the level of consumer demand; •global supplies of crude oil and natural gas; •global drilling activity; •the actions of other crude oil exporting nations and the Organization of Petroleum Exporting Countries; •government sanctions and boycotts of crude oil, natural gas and other energy products produced by certain countries, such as thecurrent sanctions and boycotts of oil and natural gas provided by Russia as a result of the war in Ukraine; •worldwide economic and political conditions, including political instability or armed conflict in oil and gas producing regions, such asthe current war in Ukraine; and •the price and availability of, and demand for, competing energy sources, including alternative energy sources. Oil prices may continue to be volatile as a result of the disruption of global markets from the war in Ukraine and resulting boycotts of Russian oiland gas by several countries, as well as the ongoing COVID-19 pandemic. West Texas Intermediate crude oil prices have increasedfrom approximately $60 per barrel in March 2021 to approximately $75 per barrel in December 2021 and further increasing to approximately$100 per barrel in March 2022. While the Company can give no assurance that this increase in prices will result in increased sales and earnings,continued higher prices historically lead to higher capital spending by energy companies. Any U.S. federal government or other restrictions onoil and gas production, transportation or use, could have an impact on the Company's business; however, most of the Company's salesattributable to oil and gas markets are outside of the United States. As such, any impacts are not expected to be material. 5 Global economic weakness and volatility would likely adversely affect operating margins for the Company’s services and products. If theglobal economy experiences a severe and prolonged downturn, it would likely adversely impact the Company's business. Downturns in suchgeneral economic conditions can significantly affect the business of the Company's customers, which in turn affects demand, volume, pricing,and operating margins for the Company's services and products. A downturn in one or more of the Company's significant markets would likelyhave a material adverse effect on the Company's business, results of operations, financial condition and cash flows. Because economic andmarket conditions vary within the Company's geographic regions, the Company's performance will also vary. In addition, the Company isexposed to fluctuations in currency exchange rates and commodity prices, including rising steel prices and volatility in oil prices. The Companynotes that the current Russian oil and gas boycotts have caused a surge in oil prices which has impacted some of our material and freight costs,adding to upward pressure from global supply chain impacts from the COVID-19 pandemic. The Company has experienced and anticipatescontinuing to experience increased prices for purchasing and shipping raw materials. The Company has updated its pricing to customers tooffset the impacts of the raw material price increases. Fluctuations in the availability of, and price of, steel may affect the Company's results of operations. The steel industry is highly cyclical innature, and at times, pricing can be highly volatile due to a number of factors beyond the Company's control, including general economicconditions, import duties, other trade restrictions and currency exchange rates. This volatility may negatively impact market conditionsthus reducing project activity and the Company's results of operations. The Company utilizes escalation clauses and bid expiration dates tomitigate any impact of this volatility on its earnings. Through a series of Presidential Proclamations pursuant to Section 232 of the Trade Expansion Act of 1962, as of the date of this filing, U.S.imports of certain steel products are subject to a 25% tariff (exceptions are Australia, Argentina, Brazil and South Korea imports), with retaliatorytariffs imposed by importing countries. These tariffs could lead to increased steel costs and decreased supply availability. The United States has maintained tariffs on certain imported steel, aluminum and items originating from China. These tariffs have increased thecost of raw materials and components we purchase. If the United States or other countries impose additional tariffs, that could have a furtheradverse impact on our business. There can be no assurance that the current administration will continue its approach to global trade policiesand any changes to those policies could have negative impacts on the price and availability of steel and other imports used in the Company'sbusiness. The Company is in active discussions with our suppliers to ensure any supply disruptions are minimal if tariffs increase or there is anyoutright ban on Chinese imports in the future. The Company regularly updates its quoting system for the movements in steel prices and attempts to recover these price differentials throughprice increases in the Company's products; however, the Company is not always successful. Any increase in steel prices that is not offset by anincrease in the Company's prices that is accepted by customers could have an adverse effect on the Company's business, results of operations,financial position and cash flows. In addition, if the Company is unable to acquire timely steel supplies, it may need to decline bid and orderopportunities, which could also have an adverse effect on the Company's business, results of operations, financial position and cash flows. Decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’liquidity and availability of capital funds, may adversely impact demand for the Company’s products. Uncertainty about economic marketconditions poses risks that the Company's customers may postpone spending for capital improvement and maintenance projects in response totighter credit markets or negative financial news, which could have a material adverse effect on the demand for the Company's products.Decreases in U.S. federal and state spending on projects using the Company's products can have negative impact on sales volume from theCompany's domestic facilities. Governmental spending on large infrastructure projects in the Gulf Cooperation Council ("GCC") countries varyand spending has in the past been curtailed or delayed as a result of reduced public spending budgets in countries which are dependent on oiland gas revenues and their respective price levels. 6 Financial Risks The Company may be unable to repay its debt or renew its expiring international credit facilities. There is a risk that the Company may notbe able to remain in compliance with its credit agreement covenants due to, among other matters, the potential impact on the Company's resultsof operations and financial condition resulting from the COVID-19 pandemic and any adverse developments in the market for oil and gas. If therewere an event of default under the Company's current revolving credit facilities, the lenders could cause all amounts outstanding with respect tothat debt to be due and payable immediately. The Company cannot assure that its cash flow will be sufficient to fully repay amounts due underany of the financing arrangements, if accelerated upon an event of default, or, that the Company would be able to repay, refinance or restructurethe payments under any such arrangements. Complying with the covenants under the Company's domestic and/or foreign revolving creditfacilities may limit management's discretion by restricting options such as: •incurring additional debt; •entering into transactions with affiliates; •making investments or other restricted payments; •paying dividends, capital returns, intercompany obligations and other forms of repatriation; and •creating liens. The Company has approximately $4.2 million becoming due in 2022 under its various foreign revolving lines of credit. The Company’s creditarrangements used by its Middle Eastern subsidiaries are renewed on an annual basis. In addition to these credit arrangements, the Companyalso obtains project financing in the Middle East on a project-by-project basis. The Company has approximately $1.8 million becoming due in2022 under its project financing agreements. While the Company believes that it will be able to renew its Middle East credit arrangements andwill have continued access to individual project financing, there is no assurance that such arrangements will be renewed or made available insimilar amounts or on similar terms and conditions as the current arrangements, or that such individual project financing will be available forprojects that the Company is interested in pursuing. Any replacement credit arrangements outside of the United States may further limit the Company’s ability to repatriate funds from abroad.Repatriation of funds from certain countries may become limited based upon regulatory restrictions or economically unfeasible because of thetaxation of funds when moved to another subsidiary or to the parent company. In addition, any refinancing, replacement or additional financingthe Company may obtain could contain similar or more restrictive covenants than those currently applicable to the Company. The Company’sability to comply with any covenants may be adversely affected by general economic conditions, political decisions, industry conditions andother events beyond management’s control. The Company incurred net losses for its three fiscal years prior to 2019, as well as in 2020, and may be unable to maintain sustained levelsof profitability or positive cash flows in the future. The Company experienced net losses for its three fiscal years prior to 2019, as well as in2020. While the Company was profitable and had positive cash flow in 2021, there is no guarantee that the Company will be able to sustain its2021 levels of profitability or positive cash flows in the future. Generating net income and positive cash flows in the future will depend on theCompany's ability to successfully complete and execute its strategic plan. The Company’s inability to successfully maintain profitability andpositive cash flows may result in it experiencing a serious liquidity deficiency resulting in material adverse consequences that could threaten itsviability. The Company extended credit to a customer for a project in the Middle East in 2013 and, if the Company is unable to collect this accountreceivable, its future profitability could be adversely impacted. In 2013, the Company started a project in the Middle East as a sub-contractor,with billings in the aggregate amount of approximately $41.9 million. The Company completed all its deliverables in 2015, and has since thencollected approximately $38.3 million, with a remaining balance due in the amount of $3.6 million. Included in this balance is an amount of $3.4million, which pertains to retention clauses within the agreements of the Company's customer, and which become payable by the customer whenthis project is fully tested and commissioned. In the absence of a firm date for the final commissioning of the project, and due to the long-termnature of this receivable, $2.0 million of this retention amount was reclassified to a long-term receivable account. The Company has been engaged in ongoing active efforts to collect the outstanding amount. During 2021, the Company received approximately$0.1 million from the customer. In August 2021, the Company has also received an updated acknowledgment of the outstanding balances andassurances of payment from the customer. Further, the Company has been engaged by the customer to perform additional work in 2022 undercustomary trade credit terms that supports the continued cooperation between the Company and the customer. As a result, the Company did notreserve any allowance against this amount as of January 31, 2022. However, if the Company’s efforts to collect on this account are notsuccessful in 2022, then the Company may be required to recognize an allowance for all, or substantially all, of any such then uncollectedamounts in the future. 7 The Company may be impacted by interpretations and changes in tax regulations and legislation which could adversely affect theCompany's results of operations. Tax interpretations, regulations, and legislation in the various jurisdictions in which the Company operates aresubject to measurement uncertainty and the interpretations can impact net income, income tax expense or recovery, and deferred income taxassets or liabilities. Tax rules and regulations, including those relating to foreign jurisdictions, are subject to interpretation and require judgmentby the Company that may be challenged by the applicable taxation authorities upon audit. Although the Company believes its assumptions,judgements and estimates are reasonable, changes in tax laws or the Company's interpretation of tax laws and the resolution of any tax auditscould significantly impact the amounts provided for income taxes in the Company's consolidated financial statements. The Company’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited. TheCompany’s net operating loss (“NOL”) carryforwards in the U.S. could expire unused and be unavailable to offset future income tax liabilitiesbecause of their limited duration or because of restrictions under U.S. tax law. As of January 31, 2022, the Company had $40.1 million of grossfederal NOLs and $2.7 million of state NOLs available to offset the Company’s future taxable income, if any. Of the gross federal NOL amount,$33.8 million will begin to expire between tax years 2030 and 2037 and the remainder has an indefinite carryforward. The state NOLs expire atvarious dates from 2022 to 2032. The Company may experience ownership changes in the future as a result of subsequent shifts in its stockownership. As a result, if the Company earns net taxable income, the Company’s ability to use its pre-change NOLs to offset U.S. federal taxableincome may be subject to limitations, which could potentially result in increased future tax liability to the Company. In addition, at the state level,there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase statetaxes owed. The Company may be required to reverse previously recorded revenue and profits as a result of inaccurate estimates made in connectionwith the Company’s over time revenue recognition. Certain domestic divisions have contracts that recognize revenues using periodicrecognition of income. For these contracts, the Company uses the over time accounting method. This methodology allows revenue and profitsto be recognized proportionally over the life of a contract by comparing the amount of the cost incurred to date against the total amount of costexpected to be incurred. The effect of revisions to revenue and total estimated cost is recorded when the amounts are known or can bereasonably estimated. These revisions can occur at any time and could be material. On a historical basis, management believes that reasonablyreliable estimates of the progress towards completion on long-term contracts have been made. However, given the uncertainties associated withthese types of contracts, it is possible for actual cost to vary from estimates previously made, which may result in reductions or reversals ofpreviously recorded revenue and profits. The Company’s failure to establish and maintain effective internal control over financial reporting could harm its business and financialresults. The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. Internalcontrol over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposesin accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control overfinancial reporting is not intended to provide absolute assurance that the Company would prevent or detect a misstatement of its financialstatements or fraud. Business Condition Risks Delays in the timing of order receipt, execution, delivery and acceptance for the Company’s products generally negatively impact theCompany’s operating results. Since the Company's revenues are based on discrete projects, the Company's operating results in any reportingperiod generally are negatively impacted as a result of large variations in the level of overall market demand or delays in the timing of projectexecution phases. The Company may not be able to successfully negotiate progress-billing arrangements for its large contracts, which could adversely impactthe Company’s working capital needs, cash flows and credit risk. The Company sells systems and products under contracts that allow theCompany to either bill upon the completion of certain agreed upon milestones, or upon actual shipment of the system or product. The Companyattempts to negotiate progress-billing milestones on large contracts to help manage its working capital and cash flows, and to reduce the creditrisk associated with these large contracts. Consequently, shifts in the billing terms of the contracts in the backlog from period to period canincrease the Company's requirements for working capital, negatively impact its cash flows and increase its exposure to credit risk. 8 Aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates could drivedown the Company's profits and reduce the Company's revenue. The Company's business is highly competitive. Some of the Company'scompetitors are larger and have more resources than the Company. Additionally, many of the Company's products are also subject tocompetition from alternative technologies and alternative products. In periods of declining demand, the Company's fixed cost structure may limitits ability to cut costs, which may be a competitive disadvantage compared to companies with more flexible cost structures, or may result inreduced operating margins, operating losses and negative cash flows. The Company may be unable to purchase raw materials at favorable prices, or maintain beneficial relationships with its suppliers, whichcould result in a shortage of supply, or increased pricing. To the extent the Company relies upon a single source for key components of severalof its products, the Company believes there are alternate sources available for such components. However, there can be no assurance that theinterruption of supplies of such components would not have an adverse effect on the financial condition of the Company and that the Company,if required to do so, would be able to negotiate agreements with alternative sources on acceptable terms. The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment,raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for rawmaterials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasingfrom alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. TheCompany has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected tocontinue into 2022, the resulting future disruptions to the Company’s operations are uncertain. The Company may be subject to claims for damages for defective products. The Company warrants its products to be free of certain defects.The Company has, from time to time, had claims alleging defects in its products. The Company cannot be certain it will not experience materialproduct liability losses in the future or that it will not incur significant costs to defend such claims. While the Company currently has productliability insurance, the Company cannot be certain that its product liability insurance coverage will be adequate for liabilities that may beincurred in the future or that such coverage will continue to be available to the Company on commercially reasonable terms. Any claims relatingto defective products that result in liabilities exceeding the Company's insurance coverage could have a material adverse effect on theCompany's business, results of operations financial position and cash flows. The Company may not be able to recover costs and damages from vendors that supply defective materials. The Company may receivedefective materials from its vendors that are incorporated into the Company's products during the manufacturing process. The cost to repair,remake or replace defective products could be greater than the amount that can be recovered from the vendor. Such excess costs could have anadverse effect on the Company's business, results of operations, financial position and cash flows. Product and service orders included in the Company’s backlog may be reduced or cancelled. The Company defines backlog as the revenuevalue resulting from confirmed customer purchase orders that have not yet been recognized as revenue. However, by industry practice, ordersmay be canceled or modified at any time. If a customer cancels an order, the customer is normally responsible for all finished goods produced orshipped, all direct and indirect costs incurred and also for a reasonable allowance for anticipated profits. No assurance can be given that theseamounts will be recovered after cancellation. Any cancellation or delay in orders may result in revenues that are lower than expected. 9 The Company's results of operations could be adversely affected by changes in international regulations and other activities of U.S. andnon-U.S. governmental agencies related to the Company’s international operations. International sales represent a significant portion of theCompany's total sales. The Company's sales to foreign customers increased to 66.2% in 2021 from 49.8% in 2020. The Company's anticipatedgrowth and profitability may require increasing foreign sales volume and may necessitate further international expansion. The Company's resultsof operations could be adversely affected by changes in trade, monetary and fiscal policies, laws and regulations, other activities of U.S. andnon-U.S. governments, agencies and similar organizations, and other factors. These factors include, but are not limited to, changes in a country'sor region's economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions andregulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions oncurrency exchange activities, burdensome taxes and tariffs and other trade barriers. We cannot predict the impact, if any, changes in foreignpolicies adopted by the current U.S. administration will have on our business. International risks and uncertainties, including changing socialand economic conditions as well as terrorism, political hostilities and war, could lead to reduced international sales and reduced profitabilityassociated with such sales. In addition, these risks can include extraordinarily delayed collections of accounts receivable. Because the Companyconducts a significant portion of its business activities in the Middle East, the political and economic events of the countries that comprise theGCC can have a material effect on the Company’s business, results of operations, financial condition, and cash flows. Due to the international scope of the Company’s operations, it is subject to a complex system of commercial and trade regulations around theworld. Recent years have seen an increase in the development and enforcement of laws regarding trade compliance anti-corruption, such as theU.S. Foreign Corrupt Practices Act and similar laws from other countries as well as new regulatory requirements regarding data privacy. TheCompany’s foreign subsidiaries are governed by laws, rules and business practices that differ from those of the United States. If the activities ofthese entities do not comply with U.S. laws or business practices or the Company’s Code of Business Conduct, then violations of these lawsmay result in severe criminal or civil sanctions, which could disrupt the Company’s business, and result in an adverse effect on the Company’sreputation, business and results of operations or financial condition. The Company cannot predict the nature, scope, or effect of futureregulatory requirements to which its operations might be subject or the manner in which existing laws might be administered or interpreted. General Risks The Company may be unable to retain its senior management and key personnel. The Company's ability to meet its strategic and financialgoals will depend to a significant extent on the continued contributions of its senior management and key personnel. Future success will alsodepend in large part on the Company's ability to identify, attract, motivate, effectively utilize and retain highly qualified managerial, sales,marketing and technical personnel. The loss of senior management or other key personnel or the inability to identify, attract and retain qualifiedpersonnel in the future could make it more difficult to manage the Company's business and could adversely affect operations and financialresults. The Company may not be able to achieve the expected benefits from its growth initiatives. The Company's cyclical or general expansion mayresult in unanticipated adverse consequences, including significant strain on management, operations and financial systems, as well as on theCompany's ability to attract and retain competent employees. In the future, the Company may seek to grow its business by investing in new orexisting facilities, making acquisitions, entering partnerships and joint ventures, or constructing new facilities, which could entail a number ofadditional risks, including: •strain on working capital; •diversion of management's attention away from other activities, which could impair the operation of existing businesses; •failure to successfully integrate the acquired businesses or facilities into existing operations; •inability to maintain key pre-acquisition business relationships; •loss of key personnel of the acquired business or facility; •exposure to unanticipated liabilities; and •failure to realize efficiencies, synergies and cost savings. As a result of these and other factors, including general economic risks, the Company may not be able to realize the expected benefits fromfuture acquisitions, new facility developments, partnerships, joint ventures or other investments. The Company's information technology systems may be negatively affected by cybersecurity threats. The Company faces risks relating tocybersecurity attacks that could cause the loss of confidential information and other business disruptions. The Company relies extensively oncomputer systems to process transactions and manage its business, and its business is at risk from and may be impacted by cybersecurityattacks. These could include attempts to gain unauthorized access to data and computer systems. Attacks can be both individual and/ or highlyorganized attempts organized by very sophisticated hacking organizations. The Company employs a number of measures to prevent, detect andmitigate these threats, which include password encryption, frequent password change events, firewall detection systems, anti-virus software in-place and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber-attack. A successful attackcould disrupt and otherwise adversely affect the Company's reputation and results of operations, including through lawsuits by third parties.The Audit Committee of the Board of Directors is responsible for overseeing the Company's cybersecurity policies and programs. 10 Item 1B. UNRESOLVED STAFF COMMENTS - None. Item 2. PROPERTIES LocationLeased or OwnedIllinoisLeased building and office spaceLouisianaOwned building and leased landTennesseeLeased building and office spaceTexasLeased office spaceCanadaOwned building with office space on owned land, leased land and leased office spaceIndiaLeased building, office space and landKingdom of Saudi ArabiaOwned building and office space on leased landUnited Arab EmiratesLeased office space and building on leased landEgyptLeased building and office space For further information, see Note 6 - Lease information, in the Notes to Consolidated Financial Statements. Item 3.LEGAL PROCEEDINGS - As of January 31, 2022, the Company had no material pending litigation. Item 4.MINE SAFETY DISCLOSURES - Not applicable. 11 PART II Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES The Company's common stock is traded on the Nasdaq Global Market under the symbol "PPIH". As of April 14, 2022, there were approximately 60 stockholders of record and other additional stockholders for whom securities firms or banksacted as nominees. The Company has never declared or paid a cash dividend and does not anticipate paying any cash dividends on its common stock in theforeseeable future. Management presently intends to retain all available funds for the development of the Company's business and for use asworking capital, including potentially repurchasing its common stock. The Company's credit facilities also restrict dividend payments. Futuredividend policy will depend upon the Company's earnings, capital requirements, financial condition, credit agreement restrictions and otherrelevant factors. For further information, see "Financing" in Item 7 and Note 5 - Debt, in the Notes to Consolidated Financial Statements. The Transfer Agent and Registrar for the Company's common stock is Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342 Brentwood, NY11717, (877) 830-4936 or (720) 378-5591. Unregistered Sales of Equity Securities and Use of Proceeds The Company has not made any sale of unregistered securities during the preceding three fiscal years. Issuer Purchases of Equity Securities On October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to purchase upto $3.0 million of its outstanding shares of common stock. Stock repurchases are permitted to be executed through open market or privatelynegotiated transactions over the course of 12 months, depending upon current market conditions and other factors. As of January 31, 2022, theCompany had repurchased its stock with a total value of $2.0 million, leaving $1.0 million remaining authorized for potential repurchase under theprogram. The following table sets forth information with respect to repurchases by the Company of its shares of common stock during 2021 under itsstock repurchase program: Period Total numberof sharespurchased Average pricepaid per share Total numberof sharespurchased aspart ofpubliclyannouncedplans orprograms Approximatedollar value ofshares thatmay yet bepurchasedunder theplans orprograms October 1, 2021 - October 31, 2021 58,528 $8.45 58,528 $2,505,216 November 1, 2021 - November 30, 2021 21,350 8.55 21,350 2,322,674 December 1, 2021 - December 31, 2021 56,447 7.99 56,447 1,871,840 January 1, 2022 - January 31, 2022 97,956 8.81 97,956 1,008,444 Total 234,281 234,281 12 Item 6. [REMOVED AND RESERVED] - Not applicable. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 variationsthereon or comparable terminology, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Exchange Act and are subject to the safe harbors created thereby. These statements should be considered assubject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties couldcause actual results to differ materially from those projected as a result of many factors, including, but not limited to, those under the headingsCautionary 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 betterunderstanding the Company's results of operations, financial condition and cash flows. However, this MD&A should be read in conjunctionwith the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, including the notes thereto and the risk factorscontained herein. The Company's fiscal year ends on January 31. Years, results and balances described as 2021 and 2020 are for the fiscal yearsended January 31, 2022 and 2021, respectively. The Company is engaged in the manufacture and sale of products in one reportable segment: Piping Systems. Since the Company's revenuesare significantly dependent upon discrete projects, the Company's operating results in any reporting period could be negatively impacted as aresult of variations in the level of the Company's discrete project orders or delays in the timing of the specific project phases. COVID-19 and the Oil and Gas Market The Company’s results of operations, financial condition, liquidity and cash flow in 2021 were materially adversely affected by the COVID-19pandemic and the then depressed market prices for oil and gas. During 2021, the Company experienced improved results as the adverse impact ofthe COVID-19 pandemic diminished and delayed projects were turned to production. Increases in oil prices also helped to improve theCompany's results in Canada and in the Middle East. See Item 1A. Risk Factors for additional information. Liquidity Position As discussed further below, on April 14, 2021, the Company entered into a purchase and sale agreement to sell its land and buildings inLebanon, Tennessee (the "Property"), and subsequently enter into a fifteen-year lease agreement to lease back the Property. The transactiongenerated net cash proceeds of $9.1 million, following the release of the escrowed amount of $0.4 million in June 2021. The transaction providedsignificant liquidity for the Company, which used a portion of the proceeds to repay its borrowings under the Senior Credit Facility. TheCompany expects to use its liquidity for strategic investments and general corporate needs. The Company will lease back the Property at anannual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%. The Company further enhanced its liquidity position on September 17, 2021 when the North American Loan Parties executed an extension of theCredit Agreement with PNC, providing for a new five-year $18.0 million senior secured revolving credit facility, subject to a borrowing baseincluding various reserves (the “Renewed Senior Credit Facility”). See further discussion below and in Note 5 - Debt, in the Notes toConsolidated Financial Statements. Supply Chain Constraints The Company's global supply chains have been negatively affected by the COVID-19 pandemic. Due to the current inflationary environment,raw material supply shortages and transportation delays, the Company routinely experiences significant delays and increased prices for rawmaterials used in our production processes. To mitigate these impacts, the Company has implemented several strategies, including purchasingfrom alternative suppliers and planning for material purchases farther in advance to ensure the Company has materials when needed. TheCompany has also updated its pricing to customers to offset the impacts of the raw material price increases. While these impacts are expected tocontinue into 2022, the resulting future disruptions to the Company’s operations are uncertain. See Item 1A. Risk Factors for additionalinformation. 13 Results of OperationsConsolidated Results of Operations: Changefavorable ($ in thousands) 2021 2020 (Unfavorable) Amount Percent ofNet Sales Amount Percent ofNet Sales Amount Net sales $138,552 $84,694 $53,858 Gross profit 32,530 23.5% 11,179 13.2% 21,351 General and administrative expenses 19,893 14.4% 17,222 20.3% (2,671) Selling expense 4,526 3.3% 5,334 6.3% 808 Interest expense, net 828 381 (447) Other income, net 1,044 3,983 (2,939) Income/(loss) from operations before income taxes 8,327 (7,775) 16,102 Income tax expense/(benefit) 2,265 (133) (2,398) Net income/(loss) 6,062 (7,642) 13,704 2021 Compared to 2020 Net sales: Net sales were $138.6 million in 2021, an increase of $53.9 million, or 63.6%, from $84.7 million in 2020. The increase was a result of increased salesvolumes in both North America and the Middle East, North Africa and India ("MENA") due largely to recovery from the effects of the COVID-19pandemic. Gross profit: Gross profit increased to $32.5 million, or 23.5% of net sales, in 2021, an increase of $21.4 million, or 191.0%, from $11.2 million, or 13.2% of netsales, in 2020. This increase was primarily driven by higher sales volumes without a corresponding increase in fixed plant costs. In addition, theCompany's U.A.E. business benefitted from the introduction of a high margin new product line in late 2020. General and administrative expenses: General and administrative expenses were $19.9 million in 2021 compared to $17.2 million in 2020, an increase of $2.7 million, or 15.5%. Thisincrease was driven primarily by the increase in headcount as operations returned to pre-pandemic levels, as well as incentive compensationassociated with the improved financial results in 2021. Selling expenses: Selling expenses decreased by $0.8 million, or 15.1%, from $5.3 million in 2020 to $4.5 million in 2021. This decrease was primarily due toorganizational changes during the year. 14 Interest expense: Interest expense increased to $0.8 million in 2021 from $0.4 million in 2020. This increase is primarily related to the sale and leaseback of theCompany's land and buildings in Lebanon, Tennessee in April 2021, whereby a portion of the Company's monthly rent payments are recorded tointerest expense. Other income, net: Other income was $1.1 million in 2021 compared to $4.0 million in 2020, a decrease of $2.9 million. This decrease was primarily the result of incomerecorded in 2020 for funds received under the PPP program of $3.2 million. Funds received under the Canadian Emergency Wage Subsidy("CEWS") and Canadian Emergency Rent Subsidy ("CERS") programs in Canada during 2021 were also less than in 2020, as CEWS and CERSgrants ceased in the second quarter of 2021. These decreases were offset by individually immaterial increases in our North American businesses. Income/(loss) from operations before income taxes: Income from operations before income taxes increased to income of $8.3 million in 2021 compared to a loss of ($7.8) million in 2020. The increasewas a result of increased sales volumes in both North America and MENA. In addition, the Company's U.A.E. business benefitted from theintroduction of a new product line in late 2020. Income taxes: The Company's worldwide effective tax rates ("ETR") were 27.2% and 1.7% in 2021 and 2020, respectively. The change in the ETR from the prioryear to the current year is largely due to changes in the mix of income and loss in various jurisdictions and the absence of recognizing taxbenefits on losses in the United States due to a full valuation allowance applied against its deferred tax assets. 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 fromforeign subsidiaries will not be subject to incremental U.S. tax as they will either be remittances of previously taxed earnings and profits oreligible for a full dividends received deduction. Current and future earnings in the Company's subsidiaries in Canada and Egypt are notpermanently reinvested. Earnings from these subsidiaries are subject to tax in their local jurisdiction, and withholdings taxes in thesejurisdictions are considered. The Company's liability has remained consistent at $0.2 million as of January 31, 2022 and 2021, respectively, relatedto these taxes. For further information, see Note 7 - Income taxes, in the Notes to Consolidated Financial Statements. 15 Net income/(loss): The resulting net income of $6.1 million in 2021 was a $13.7 million increase from the net loss of ($7.6) million in 2020. The increase was a result ofincreased sales volumes in both North America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, theCompany's U.A.E. business benefitted from the introduction of a new product line in late 2020. Liquidity and capital resources Cash and cash equivalents as of January 31, 2022 and 2021 were $8.2 million and $7.2 million, respectively. On January 31, 2022, less than$0.1 million was held in the United States and $8.2 million was held by the Company's foreign subsidiaries. The Company has no plans torepatriate any foreign earnings, but the potential repatriation of foreign earnings is discussed further in Note 7 - Income taxes, in the Notes to theConsolidated Financial Statements. Further, the Company's Renewed Senior Credit Facility permits the repatriation of foreign earnings to cure abreach of its debt covenants, should one occur. See further discussion in Note 5 - Debt, in the Notes to the Consolidated Financial Statements.The Company's working capital was $40.0 million on January 31, 2022 compared to $25.6 million on January 31, 2021. Of the working capitalcomponents, cash increased $1.0 million primarily as a result of the activity discussed below. Net cash used in operating activities was $(2.6) million in 2021 compared to net cash provided by operating activities of $0.2 million in 2020. Thisdecrease of $2.8 million was due primarily to increases in accounts receivable and inventory, partially offset by increases in net income andincreases in accounts payable and accrued compensation and payroll taxes in the current period compared to the prior year period. Net cash used in investing activities during 2021 and 2020 was $2.3 million and $2.0 million, respectively. The increase of $0.3 million wasprimarily due to increased capital investment in the Middle East and Canada during the period. Net cash provided by financing activities was $6.2 million in 2021 compared to net cash used in financing activities of $4.1 million in 2020.The main source of cash from financing activities during 2021 was net proceeds of $8.6 million as a result of the sale and leaseback of theCompany's land and buildings in Lebanon, Tennessee during 2021. Additionally, during the current period, the Company had approximately$0.5 million less net repayments under its revolving credit facility, as compared to $3.2 million in the prior year period. Further, theCompany's debt totaled $21.9 million and $13.2 million as of January 31, 2022 and 2021, respectively. This large increase in the Company's debt ismainly attributable to the sale and leaseback transaction noted above. For additional information, see Note 5 - Debt, in the Notes toConsolidated Financial Statements. The Company believes it will have the ability to satisfy all working capital needs and any planned capital expenditures for the twelve monthsfollowing the issuance of these financial statements, based on its existing cash on hand, positive cash flows from operations and available creditfacilities. There was no restricted cash held in the United States on January 31, 2022 or January 31, 2021. Restricted cash held by foreign subsidiaries was$1.6 million and $1.2 million as of January 31, 2022 and 2021, respectively. Restricted cash held by foreign subsidiaries related to fixed depositsthat also serve as security deposits and guarantees. 16 The following table summarizes the Company's estimated contractual obligations on January 31, 2022 ($ in thousands) Year Ending January 31, Contractual obligations Total 2023 2024 2025 2026 2027 Thereafter Revolving line - North America (1) $634 $634 $- $- $- $- $- Mortgages (2) 5,257 251 251 251 251 251 4,002 Revolving lines - foreign (3) 6,049 6,049 - - - - - Long-term finance obligation (4) 14,301 837 854 871 889 906 9,944 Term loan - foreign 26 6 13 7 - - - Subtotal 26,267 7,777 1,118 1,129 1,140 1,157 13,946 Finance lease obligations 529 357 172 - - - - Operating lease obligations (5) 21,208 2,367 2,335 1,525 1,326 1,333 12,322 Uncertain tax position obligations (6) 652 - - - - - 652 Total $48,656 $10,501 $3,625 $2,654 $2,466 $2,490 $26,920 (1)Interest obligations exclude floating rate interest on debt payable under the North American revolving line of credit. Based on the amount ofsuch debt on January 31, 2022, and the weighted average interest rate of 4.25% on that debt, such interest was being incurred at an annualrate of less than $0.1 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 inLebanon, Tennessee and leased back from the purchaser in April 2021. These amounts differ from the liabilities presented as debt in theconsolidated balance sheet as the debt amount represents future payments discounted to the present date. Refer to Note 5 - Debt, in theNotes 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 line - North America. On September 20, 2018, the Company and certain of its U.S. and Canadian subsidiaries (collectively, togetherwith the Company, the “North American Loan Parties”) entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) withPNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a three-year $18 million Senior Secured RevolvingCredit 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$18.0 million senior secured revolving credit facility, subject to a borrowing base including various reserves (the “Renewed Senior CreditFacility”). The Company's obligations under the Renewed Senior Credit Facility are currently guaranteed by Perma-Pipe Canada, Inc. Each of theNorth American Loan Parties other than Perma-Pipe Canada, Inc. is a borrower under the Renewed Senior Credit Facility (collectively, the“Borrowers”). The Borrowers are using borrowings under the Renewed Senior Credit Facility (i) to fund capital expenditures; (ii) to fund ongoing workingcapital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases under the Company's $3.0 millionstock repurchase program. Borrowings under the Renewed Senior Credit Facility bears interest at a rate equal to an alternate base rate, theLondon Inter-Bank Offered Rate (“LIBOR”) or a LIBOR successor rate index, plus, in each case, an applicable margin. The applicable margin isbased on a fixed charge coverage ratio ("FCCR") range. Interest on alternate base rate borrowings are based on the alternate base rate as definedin the Renewed Senior Credit Facility plus an applicable margin ranging from 1.00% to 1.50%, based on the FCCR in the most recently reportedperiod. Interest on LIBOR or LIBOR successor rate borrowings will be the LIBOR rate as defined in the Renewed Senior Credit Facility plus anapplicable margin ranging from 2.00% to 2.50%, based on the FCCR in the most recently reported period. Additionally, the Borrowers paya 0.25% per annum facility fee on the unused portion of the Renewed Senior Credit Facility. 17 Subject to certain exceptions, borrowings under the Renewed Senior Credit Facility are secured by substantially all of the North American LoanParties’ assets. The Renewed Senior Credit Facility will mature on September 20, 2026. Subject to certain qualifications and exceptions, theRenewed 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. Inaddition, the North American Loan Parties may not make capital expenditures in excess of $5.0 million annually, plus a limited carryover ofunused 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 financial covenants requiring the North American Loan Parties to achieve a ratio of its EBITDAto the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under theRenewed Senior Credit Facility to be not less than 1.10 to 1.00 if for any five consecutive days the undrawn availability is less than $3.0 million orany day in which the undrawn availability is less than $2.0 million. As of January 31, 2022, the calculated ratio was substantially greaterthan 1.10 to 1.00. In order to cure any future breach of the FCCR covenant by the North American Loan Parties, the Company may repatriatecash from any of its foreign subsidiaries that are otherwise not a party to the Renewed Senior Credit Facility in an amount which, when added tothe amount of the Company’s Consolidated EBITDA, would result in pro forma compliance with the covenant. The Company was in compliancewith these covenants as of January 31, 2022. The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, thenPNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility dueand payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntaryor involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior CreditFacility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest ata 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, 2022, the Company had borrowed an aggregate of $0.6 million at a rate of 4.25% and had $8.5 million available under theRenewed Senior Credit Facility, before application of a $2.5 million availability block that can be reduced by the Company's financialperformance. This block on the Company's availability under its Renewed Senior Credit Facility was removed completely based on its financialperformance as of and for the year ended January 31, 2022. Revolving lines - foreign. The Company also has credit arrangements used by its Middle Eastern subsidiaries in the U.A.E. and Egypt asdiscussed further below. The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $2.2 million at January 31, 2022) from a bank in the U.A.E.The facility has an interest rate of approximately 3.77% and was originally set to expire in November 2020, however, the expiration was extendeddue to the COVID-19 pandemic. The Company has submitted final documentation to complete the renewal process and is awaiting officialnotification from the bank of the renewal completion. This process is expected to be completed in May 2022. The Company has a second revolving line for 19.5 million U.A.E. Dirhams (approximately $5.3 million at January 31, 2022) from a bank in theU.A.E. The facility has an interest rate of approximately 4.5% and is set to expire in January 2023. The Company has a third credit arrangement for project financing with a bank in the U.A.E. for 3.0 million U.A.E. Dirhams (approximately$0.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in the U.A.E. The line is securedby the contract for a project being financed by the Company's U.A.E. subsidiary. The facility has an interest rate of approximately 4.5% and isexpected to expire in June 2023 in connection with the completion of the project. These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Companyoperates. The lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by theCompany. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels ofintercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends or undertaking of additionaldebt by the respective subsidiary. 18 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 millionEgyptian Pounds (approximately $6.2 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitivein Egypt. The line was 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 undertakeany additional debt. The facility has an interest rate of approximately 8.0% and is set to expire in August 2022. In December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds(approximately $1.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The lineis secured by the contract for a project being financed by the Company's Egyptian subsidiary. The facility has an interest rate ofapproximately 8.0% and is expected to expire in June 2022 in connection with the completion of the project. The Company’s credit arrangements used by its Middle Eastern subsidiaries are subject to renewal on an annual basis. The Company was in compliance with the covenants under the credit arrangements in the U.A.E. as of January 31, 2022. The Company was notin compliance with a covenant under its 28.2 million Egyptian Pound project financing in Egypt as of January 31, 2022. The Company did notmeet its required debt to equity ratio as of January 31, 2022. The Company has received a waiver from the bank as of January 31, 2022. OnJanuary 31, 2022, interest rates were based on the Emirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum for the U.A.E. creditarrangements, two of which have a minimum interest rate of 4.5% per annum, and based on the stated interest rate in the agreement for the Egyptcredit arrangement. Based on these base rates, as of January 31, 2022, the Company's interest rates ranged from 3.77% to 8.0%, with a weightedaverage rate of 7.31%, and the Company had facility limits totaling $16.4 million under these credit arrangements. As of January 31,2022, $1.2 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and forperformance guarantees. Additionally, as of January 31, 2022, the Company had borrowed $6.0 million, and had an additional $6.1 millionof borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of January 31, 2022and 2021 were included as current maturities of long-term debt in the Company's consolidated balance sheets. Finance obligation - buildings and land. On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and SaleAgreement"). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its land and buildings in Lebanon, Tennessee (the"Property") for a purchase price of $10.4 million. The transaction generated net cash proceeds of $9.1 million, following the release of theescrowed amount in June 2021 discussed below. The Company used a portion of the proceeds to repay its borrowings under the Senior CreditFacility. The Company expects to use its liquidity for strategic investments and general corporate needs. Concurrent with the sale of theProperty, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Propertyat an annual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Companyhas four consecutive options to extend the term of the lease by five years for each such option. Concurrently with the sale of the Property, theCompany paid off the approximately $0.9 million remaining on the mortgage note on the Property to its lender. At closing, $0.4 million was placedin a short-term escrow account to cover certain post-closing contingencies that may arise. The contingencies were resolved in May 2021 and theCompany received the escrowed funds in June 2021. In accordance with ASC Topic 842, "Leases", this transaction was recorded as a failed sale and leaseback as the present value of lease paymentsexceeded substantially all of the fair value of the underlying asset. The Company utilized an incremental borrowing rate of 8.0% to determine thefinance 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 $9.3 million is recognized in long-term financeobligation on the Company's consolidated balance sheets as of January 31, 2022. The net carrying amount of the financial liability and remainingassets will be zero at the end of the lease term. Prior additional liquidity from the PPP On May 1, 2020, the Company entered into a loan agreement under the SBA's PPP and received proceeds of approximately $3.2 million. Intereston the loan accrued at a fixed interest rate of 1.0%. Under Section 1106 of the CARES Act, borrowers were eligible for forgiveness of principaland accrued interest on the loans to the extent that the proceeds were used to cover eligible payroll costs, mortgage interest costs, rent andutility costs, otherwise described as qualified expenses. During the three months ended July 31, 2020, the Company used all of the PPP loanproceeds to pay for qualified expenses, 100% of which were used for payroll related expenses. The Company submitted its application andsupporting documentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small BusinessAdministration ("SBA"). On June 24, 2021, the Company was notified by its lender that its PPP loan had been forgiven by the SBA. 19 Based on the facts and circumstances of the Company's PPP loan and according to the applicable accounting guidance described herein, theCompany elected to account for the PPP loan proceeds as a grant that had reasonable assurance of being forgiven. As such, theCompany recognized the proceeds in earnings during the year ended January 31, 2021. The amounts were recognized in other income, net in theconsolidated statements of operations. Prior additional liquidity from the CEWS and CERS Programs Beginning in April 2020, the Company's subsidiary, Perma-Pipe Canada, Ltd. ("PPCA"), applied for relief in the form of grants from the Canadiangovernment under the CEWS program. Based on the program rules, the grants were applied for each month and were granted based on theamount of eligible employee expenses incurred over the previous month. Beginning in October 2020, PPCA also applied for grants under theCERS program. PPCA was approved for and received approximately $0.6 million and $0.1 million in grants under the CEWS and CERS programs,respectively, during the year ended January 31, 2022. Grants to the Company under both programs ended in the second quarter of 2021. Theproceeds from CEWS and CERS are recognized in other income, net in the consolidated statements of operations. Accounts receivable In 2013, the Company started a project in the Middle East as a sub-contractor, with billings in the aggregate amount of approximately $41.9million. The Company completed all its deliverables in 2015 under the related contract, but the system has not yet been commissioned by thecustomer. Nevertheless, the Company has collected approximately $38.3 million as of January 31, 2022, with a remaining balance due in theamount of $3.6 million. Included in this balance is an amount of $3.4 million, which pertains to retention clauses within the agreements of theCompany's customer, and which become payable by the customer when this project is fully tested and commissioned. In the absence of a firmdate for the final commissioning of the project, and due to the long-term nature of this receivable, $2.0 million of this retention amount wasreclassified to a long-term receivable account. The Company has been engaged in ongoing active efforts to collect the outstanding amount. During the first quarter of 2021, the Companyreceived approximately $0.1 million from the customer. The Company continues to engage with the customer to ensure full payment of openbalances, and during April 2022 received an updated acknowledgment of the outstanding balances and assurances of payment from thecustomer. Further, the Company has been engaged by the customer to perform additional work in 2022 under customary trade credit terms thatsupports the continued cooperation between the Company and the customer. As a result, the Company did not reserve any allowance againstthis amount as of January 31, 2022. However, if the Company’s efforts to collect on this account are not successful, the Company may recognizean allowance for all, or substantially all, of any such then uncollected amounts. Stock repurchase plan On October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to purchase upto $3.0 million of its outstanding shares of common stock. Stock repurchases are permitted to be executed through open market or privatelynegotiated transactions over the course of 12 months, depending upon current market conditions and other factors. As of January 31, 2022, theCompany had repurchased its stock with a total value of $2.0 million, leaving $1.0 million remaining authorized for potential repurchase under theprogram. 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 thisAnnual Report on Form 10-K. The application of certain of these policies requires significant judgments or a historical based estimation processthat can affect the results of operations and financial position of the Company, as well as the related footnote disclosures. The Company basesits estimates on historical experience and other assumptions that it believes are reasonable. If actual amounts ultimately differ from previousestimates, 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 Update No. 2014-19, “Revenue from Contracts with Customers” (“ASC 606”),the Company recognizes revenue when a customer obtains control of promised goods or services. See Note 4 - Revenue recognition, in theNotes to Consolidated Financial Statements, for more detail. 20 Over time revenue recognition. Certain domestic divisions have contracts that recognize revenues using periodic recognition of income. Forthese contracts, the Company uses the over time accounting method. Under this approach, income is recognized in each reporting period basedon the status of the uncompleted contracts and the current estimates of costs to complete. The amount of revenue recognized is determined bythe relationship of costs incurred to the total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contractsin the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including thosearising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions arerecognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contractrevenues when realization is probable, the amount can be reliably estimated and the amount is not subject to reversal. Income taxes. Deferred income taxes have been provided for temporary differences arising from differences in the basis of assets and liabilitiesfor tax and financial reporting purposes. Deferred income taxes on temporary differences have been recorded at the current tax rate. TheCompany assesses its deferred tax assets for realizability at each reporting period. The Company has not recognized any tax benefits on lossesin 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 morelikely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in thefinancial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxauthority. 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 toConsolidated Financial Statements. Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - Not applicable. Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the Company for each of the two years in the periods ended as of January 31, 2022 and 2021 and thenotes thereto are set forth as an exhibit hereto. Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - None. 21 Item 9A.CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness ofthe Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Exchange Act as of January 31, 2022.This evaluation included consideration of the controls, processes and procedures that are designed to ensure that information required to bedisclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated andcommunicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timelydecisions regarding required disclosure. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concludedthat the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information requiredto be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information isaccumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriateto allow timely decisions regarding required disclosure. The Company's management, including its Chief Executive Officer and Chief FinancialOfficer, have further concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects,the Company's financial position, results of operations and cash flows for the periods presented in conformity with accounting principlesgenerally accepted in the United States. Management's Annual Report on Internal Control Over Financial Reporting. The Company's management is responsible for establishingand maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As requiredby Rule 13a-15(c) under the Exchange Act, the Company's management carried out an evaluation, with the participation of the Chief ExecutiveOfficer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of January 31, 2022. The framework onwhich such evaluation was based is contained in the report entitled Internal Control-Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission. The Company's system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. 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 changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was effective as ofJanuary 31, 2022. Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reportingduring the Company's most recent year that have materially affected, or are reasonably likely to materially affect, the Company's internal controlover financial reporting. 22 Item 9B.OTHER INFORMATION - Not applicable. Item9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS - Not applicable. PART III Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2022 annual meetingof stockholders. Information with respect to executive officers of the Company is included in Part I, Item 1, hereof under the caption "Information about ourExecutive Officers". Item 11.EXECUTIVE COMPENSATION Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2022 annual meetingof stockholders. Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS Equity Compensation Plan Information The following table provides information regarding the number of shares of common stock that may be issued upon exercise of outstandingoptions, warrants and rights under the Company's equity compensation plans and the weighted average exercise price and number of shares ofcommon stock remaining available for issuance under those plans as of January 31, 2022. Number of shares to be issuedupon exercise of outstandingoptions, warrants and rights Weighted-average exercise priceof outstanding options, warrantsand rights Number of shares remainingavailable for future issuance underequity compensation plans(excluding shares reflected incolumn (a))Plan Category (a)(1) (b)(1) (c)(2)Equity compensation plansapproved by stockholders 66,875 $9.51 - (1) The amounts shown in columns (a) and (b) of the above table do not include 354,382 outstanding shares of restricted stockgranted under the Company's 2013 Omnibus Stock Incentive Plan as amended on June 14, 2013, the 2017 Omnibus Stock IncentivePlan as amended on June 13, 2017 ("2017 Plan") or the 2021 Omnibus Stock Incentive Plan dated May 26, 2021 ("2021 Plan").(2) The 2017 Plan expired in June 2020. The 2021 Plan will expire on May 26, 2024. The other information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2022annual meeting of stockholders. Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2022 annual meetingof stockholders. 23 Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES Information with respect to this item is incorporated herein by reference to the Company's definitive proxy statement for its 2022 annual meetingof stockholders. PART IV Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a.List of documents filed as part of this report: (1)Financial Statements - Consolidated Financial Statements of the CompanyRefer to Part II, Item 8 of this report. (2)Financial Statement SchedulesSchedule II - Valuation and Qualifying Accounts (3)Report of Registered Public Accounting Firm (Grant Thornton LLP, Houston, Texas, Auditor Firm ID 248) b.Exhibits: The exhibits, as listed in the Exhibit Index included herein, are submitted as a separate section of this report. c.The response to this portion of Item 15 is submitted under 15a(2) above. 24 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and StockholdersPerma-Pipe International Holdings, Inc. Opinion on the financial statementsWe have audited the accompanying consolidated balance sheets of Perma-Pipe International Holdings, Inc. (a Delaware corporation) andsubsidiaries (the “Company”) as of January 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income/(loss),stockholders’ equity, and cash flows for each of the two years in the period ended January 31, 2022, and the related notes and financialstatement schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each ofthe two years in the period ended January 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for opinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand 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 audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company isnot required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we arerequired to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the 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 amountsand disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates madeby management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basisfor our opinion. Critical audit matterThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicatedor required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statementsand (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in anyway our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing aseparate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue at U.S. operating entities for specialty piping systems and coating is recognized using the input method over timeAs described in Notes 2 and 4 to the consolidated financial statements, the Company’s U.S. operating entities record specialty piping andcoating systems revenue over time based upon the costs incurred to date relative to the estimated total contract costs. Significant changes inestimates could have a material effect on the Company’s results of operations. We identified revenue being recognized using the input methodover time as a critical audit matter. The principal considerations for our determination that revenue recognition using the input method over time is a critical audit matter are theCompany’s estimates include all labor and materials necessary to complete the contract to arrive at the total contract costs. These estimates arebased on management’s assessment of the current status of the contract and historical results. 25 Our audit procedures included the following, among others: •Evaluated the design and implementation of controls that are designed to address the reasonableness of estimates of costs to completecontracts;•Obtained supporting documentation for a sample of contract costs incurred to date as well as recalculated revenue recognition based on thepercentage of completion;•Evaluated the reasonableness of management's estimates related to the cost to complete for contracts through testing of the key componentsof the estimated costs to complete, including: labor, materials, and subcontractor costs;•Performed a retrospective review to assess management's historical ability to accurately estimate the transaction price and cost to completethe contracts including investigating significant cost changes; and•Obtained confirmations of significant contract terms and status for a sample of contracts. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2004. Houston, TexasApril 19, 2022 26 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS Year ended January 31,(In thousands, except per share data) 2022 2021 Net sales $138,552 $84,694 Cost of sales 106,022 73,515 Gross profit 32,530 11,179 Operating expenses: General and administrative expense 19,893 17,222 Selling expense 4,526 5,334 Total operating expenses 24,419 22,556 Income/(loss) from operations 8,111 (11,377) Interest expense, net 828 381 Other income, net 1,044 3,983 Income/(loss) from operations before income taxes 8,327 (7,775) Income tax expense/(benefit) 2,265 (133) Net income/(loss) $6,062 $(7,642) Weighted average common shares outstanding Basic 8,133 8,126 Diluted 8,418 8,126 Income/(loss) per share Basic $0.75 $(0.94)Diluted $0.72 $(0.94) See accompanying Notes to Consolidated Financial Statements.Note: Earnings per share calculations could be impacted by rounding. 27 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) Year ended January 31,(In thousands) 2022 2021 Net income/(loss) $6,062 $(7,642) Other comprehensive income/(loss) Currency translation adjustments, net of tax (357) 288 Minimum pension liability adjustment, net of tax 540 185 Other comprehensive income/(loss) 183 473 Comprehensive income/(loss) $6,245 $(7,169) See accompanying Notes to Consolidated Financial Statements. 28 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET January 31,(In thousands, except per share data) 2022 2021ASSETS Current assets Cash and cash equivalents $8,214 $7,174 Restricted cash 1,557 1,201 Trade accounts receivable, less allowance for doubtful accounts of $486 on January 31, 2022 and $474on January 31, 2021 44,449 25,226 Inventories, net 13,760 12,157 Prepaid expenses and other current assets 5,444 3,863 Unbilled accounts receivable 2,656 247 Costs and estimated earnings in excess of billings on uncompleted contracts 2,309 4,007 Total current assets 78,389 53,875 Property, plant and equipment, net of accumulated depreciation 24,756 26,897 Other assets Operating lease right-of-use assets 11,213 13,384 Deferred tax assets 811 823 Goodwill 2,342 2,332 Other assets 5,890 5,380 Total other assets 20,256 21,919 Total assets $123,401 $102,691 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Trade accounts payable $13,618 $10,365 Commissions and management incentives payable 2,047 218 Accrued compensation and payroll taxes 1,612 1,448 Revolving line - North America 634 2,826 Current maturities of long-term debt 6,750 3,941 Customers' deposits 3,072 2,088 Outside commission liability 1,255 1,431 Operating lease liabilities short-term 1,496 1,402 Other accrued liabilities 4,616 2,616 Billings in excess of costs and estimated earnings on uncompleted contracts 1,277 762 Income tax payable 2,020 1,155 Total current liabilities 38,397 28,252 Long-term liabilities Long-term debt, less current maturities 5,059 6,268 Long-term finance obligation 9,327 - Deferred compensation liabilities 3,379 4,120 Deferred tax liabilities 712 914 Operating lease liabilities long-term 11,270 13,174 Other long-term liabilities 800 650 Total long-term liabilities 30,547 25,126 Stockholders' equity Common stock, $.01 par value, authorized 50,000 shares; 8,152 issued and outstanding January 31,2022 and 8,165 issued and outstanding January 31, 2021 82 82 Additional paid-in capital 61,766 60,875 Treasury Stock, 234 shares at January 31, 2022 and no shares at January 31, 2021 (1,992) - Accumulated deficit (2,295) (8,357)Accumulated other comprehensive loss (3,104) (3,287)Total stockholders' equity 54,457 49,313 Total liabilities and stockholders' equity $123,401 $102,691 See accompanying Notes to Consolidated Financial Statements. 29 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Accumulated Total Common Additional Accumulated Treasury OtherComprehensive Stockholders' (In thousands, except share data) Stock Paid-inCapital Deficit Stock Loss Equity Total stockholders' equity on January31, 2020 $80 $60,024 $(715) $- $(3,760) $55,629 Net loss - - (7,642) - (7,642)Common stock issued under stockplans, net of shares used for taxwithholding 2 (193) - - (191)Stock-based compensation expense - 1,044 - - 1,044 Pension liability adjustment - - - 185 185 Foreign currency translation adjustment - - - 288 288 Total stockholders' equity on January31, 2021 $82 $60,875 $(8,357) $- $(3,287) $49,313 Net income - - 6,062 - - 6,062 Common stock issued under stockplans, net of shares used for taxwithholding - (210) - - - (210)Repurchase of common stock - - - (1,992) - (1,992)Stock-based compensation expense - 1,101 - - - 1,101 Pension liability adjustment - - - - 540 540 Foreign currency translation adjustment - - - - (357) (357)Total stockholders' equity on January31, 2022 $82 $61,766 $(2,295) $(1,992) $(3,104) $54,457 Common stock shares 2021 2020Balance beginning of year 8,164,989 8,048,006 Treasury stock purchased (234,281) - Shares issued 221,046 116,983 Balance end of year 8,151,754 8,164,989 See accompanying Notes to Consolidated Financial Statements. 30 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS Year ended January 31,(In thousands) 2022 2021Operating activities Net income/(loss) $6,062 $(7,642)Adjustments to reconcile net income/(loss) to net cash flows (used in)/provided by operating activities Depreciation and amortization 4,324 4,739 Deferred tax benefit (195) (669)Stock-based compensation expense 1,101 1,044 Provision on uncollectible accounts 20 72 Loss on disposal of fixed assets 41 58 Changes in operating assets and liabilities Accounts payable 3,196 730 Accrued compensation and payroll taxes 2,094 (1,597)Inventories (1,618) 2,418 Customers' deposits 990 (117)Income taxes receivable and payable 955 213 Prepaid expenses and other current assets (2,205) (2,705)Accounts receivable (21,331) 2,596 Costs and estimated earnings in excess of billings on uncompleted contracts 2,213 (2,252)Unbilled accounts receivable (351) 247 Other assets and liabilities 2,130 3,030 Net cash (used in)/provided by operating activities (2,574) 165 Investing activities Capital expenditures (2,262) (1,963)Proceeds from sales of property and equipment 9 2 Net cash used in investing activities (2,253) (1,961)Financing activities Proceeds from revolving lines 23,106 40,023 Payments of debt on revolving lines (22,639) (43,192)Proceeds from term loan 23 19 Payments of debt on mortgage (892) - Proceeds from finance obligation, net of issuance costs 9,538 - Payments of principal on finance obligation (124) - Payments of other debt (260) (371)Decrease in drafts payable 58 - Payments on finance lease obligations, net (375) (432)Repurchase of common stock (1,992) - Stock options exercised and taxes paid related to restricted shares vested (210) (191)Net cash provided by/(used in) financing activities 6,233 (4,144)Effect of exchange rate changes on cash, cash equivalents and restricted cash (10) (343)Net increase/(decrease) in cash, cash equivalents and restricted cash 1,396 (6,283)Cash, cash equivalents and restricted cash - beginning of period 8,375 14,658 Cash, cash equivalents and restricted cash - end of period $9,771 $8,375 Supplemental cash flow information Interest paid $791 $540 Income taxes paid 1,346 107 See accompanying Notes to Consolidated Financial Statements. 31 PERMA-PIPE INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED January 31, 2022 and 2021(Tabular dollars in thousands, except per share data) Note 1 - Business information Perma-Pipe International Holdings, Inc. ("PPIH", the "Company", or the "Registrant") was incorporated in Delaware on October 12, 1993. TheCompany is engaged in the manufacture and sale of products in one distinct segment: Piping Systems. Fiscal year. The Company's fiscal year ends on January 31. Years, results and balances described as 2021 and 2020 are the fiscal years endedJanuary 31, 2022 and 2021, respectively. Nature of business. The Company engineers, designs, manufactures and sells specialty piping systems, and leak detection systems. Specialtypiping systems include: (i) insulated and jacketed district heating and cooling ("DHC") piping systems for efficient energy distribution fromcentral energy plants to multiple locations, (ii) primary and secondary containment piping systems for transporting chemicals, hazardous fluidsand petroleum products, and (iii) the coating and/or insulation of oil and gas gathering and transmission pipelines. The Company's leakdetection systems are sold with its piping systems or on a stand-alone basis, to monitor areas where fluid intrusion may contaminate theenvironment, endanger personal safety, cause a fire hazard, impair essential services or damage equipment or property. Geographic information. Net sales attributed to a geographic area are based on the destination of the product shipment. Sales to foreigncustomers were 66.2% in 2021 compared to 49.8% in 2020. Long-lived assets are based on the physical location of the assets and consist ofproperty, plant and equipment used in the generation of revenues in the geographic area. (In thousands) 2021 2020 Net sales United States $46,770 $42,527 Canada 28,302 12,367 Middle East/North Africa 51,543 23,662 Europe 194 118 India 11,101 1,942 Other 642 4,078 Total net sales $138,552 $84,694 Property, plant and equipment, net of accumulated depreciation United States $6,415 $7,672 Canada 9,750 10,592 Middle East/North Africa 7,595 7,854 India 996 779 Total property, plant and equipment, net of accumulated depreciation $24,756 $26,897 32 Note 2 - Significant accounting policies Use of estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilitiesat the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results coulddiffer from those estimates. Revenue recognition. During 2021 and 2020 and in accordance with Accounting Standards Codification ("ASC") 606, “Revenue from Contractswith Customers”, the Company recognizes revenue when a customer obtains control of promised goods or services. See Note 4 - RevenueRecognition for more detail. Over time revenue recognition. Certain domestic divisions have contracts that recognize revenues using periodic recognition of income. Forthese contracts, the Company uses the over time accounting method. Under this approach, income is recognized in each reporting period basedon the status of the uncompleted contracts and the current estimates of costs to complete. The amount of revenue recognized is determined bythe relationship of costs incurred to the total estimated costs of the contract. Provisions are made for estimated losses on uncompleted contractsin the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including thosearising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions arerecognized in the period in which they are determined. Claims for additional compensation due to the Company are recognized in contractrevenues when realization is probable, the amount can be reliably estimated and the amount is not subject to reversal. Shipping and handling. Shipping and handling costs are included in cost of sales, and the amounts invoiced to customers relating to shippingand handling are included in net sales. Sales tax. Sales tax is reported on a net basis in the consolidated financial statements. Operating cycle. The length of contracts vary but are typically less than one year. The Company includes in current assets and liabilitiesamounts realizable and payable in the normal course of contract completion unless completion of such contracts extends significantly beyondone year. Consolidation. The consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries, all ofwhich are wholly owned. 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 ineffect at year-end. Revenues and expenses are translated at average weighted exchange rates prevailing during the year. The resultingtranslation adjustments are included in stockholders' equity as part of accumulated other comprehensive income (loss). Gains or losses onforeign currency transactions and the related tax effects are reflected in net income. The aggregated foreign exchange transactionloss recognized in the income statement was $0.1 million in 2021 as compared to a gain of less than $0.1 million recognized in 2020. Contingencies. The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, including thoseinvolving environmental, tax, product liability and general liability claims. The Company accrues for such liabilities when it is probable thatfuture costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Company'sestimates of the outcomes of these matters, and its experience in contesting, litigating and settling other similar matters. The Company does notcurrently 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 cashequivalents. Cash and cash equivalents were $8.2 million and $7.2 million as of January 31, 2022 and 2021, respectively. On January 31, 2022, lessthan $0.1 million was held in the United States and $8.2 million was held by foreign subsidiaries. On January 31, 2021, $0.1 million was held in theUnited States and $7.1 million was held by foreign subsidiaries. 33 Accounts payable included drafts payable of $0.2 million and $0.1 million on January 31, 2022 and 2021, respectively. Restricted cash. There was no restricted cash held in the United States on January 31, 2022 or January 31, 2021. Restricted cash held by foreignsubsidiaries was $1.6 million and $1.2 million as of January 31, 2022 and 2021, respectively. Restricted cash held by foreign subsidiaries related tofixed deposits that also serve as security deposits and guarantees. (In thousands) 2021 2020Cash and cash equivalents $8,214 $7,174 Restricted cash 1,557 1,201 Cash, cash equivalents and restricted cash shown in the statement of cash flows $9,771 $8,375 Accounts receivable. The majority of the Company's accounts receivable are due from geographically dispersed contractors and manufacturingcompanies. Credit is extended based on an evaluation of a customer's financial condition. In the United States, collateral is not generallyrequired. In the U.A.E., Saudi Arabia, Egypt and India letters of credit are usually obtained for significant orders. Accounts receivable are duewithin various time periods specified in the terms applicable to the specific customer and are stated at amounts due from customers net of anallowance for claims and doubtful accounts. Standard payment terms are net 30 days. The allowance for doubtful accounts is based onspecifically identified amounts in customers' accounts, where future collectability is deemed uncertain. Management may exercise its judgment inadjusting the provision as a consequence of known items, such as current economic factors and credit trends. Past due trade accountsreceivable balances are written off when the Company's collection efforts have been unsuccessful in collecting the amount due and the amountis deemed uncollectible. The write off is recorded against the allowance for doubtful accounts. One of the Company’s accounts receivable in the total amount of $3.6 million and $3.8 million as of January 31, 2022 and 2021, respectively, hasbeen outstanding for several years. Included in this balance is a retention receivable that is payable upon commissioning of the system in theamount of $3.4 million, of which, due to the long-term nature of the receivable, $2.0 million and $2.4 million were included in the balance of otherlong-term assets in the Company's consolidated balance sheets as of January 31, 2022 and January 31, 2021, respectively. The Companycompleted all of its deliverables in 2015 under the related contract, but the system has not yet been commissioned by the customer as additionalactivities must be completed prior to the overall system completion and commissioning. Nevertheless, the Company has been engaged inongoing active efforts to collect this outstanding amount. During 2021, the Company received payments of approximately $0.1 million. TheCompany continues to engage with the customer to ensure full payment of open balances, and during April 2022 received an updatedacknowledgment of the outstanding balances and assurances of payment from the customer. Further, the Company has been engaged by thecustomer to perform additional work in 2022 under customary trade credit terms that supports the continued cooperation between the Companyand the customer. As a result, the Company did not reserve any allowance against this receivable as of January 31, 2022. However, if theCompany’s efforts to collect on this account are not successful, the Company may recognize an allowance for all, or substantially all, of anysuch then uncollected amounts. For the years ended January 31, 2022 and 2021, respectively, no one customer accounted for greater than 10% of the Company's consolidatednet sales. As of January 31, 2022 and 2021, one customer accounted for 11.9% and no one customer accounted for greater than 10% of accountsreceivable, respectively. Concentration of credit risk. The Company maintains its U.S. cash in bank deposit accounts at financial institutions that are insured by theFederal Deposit Insurance Corporation ("FDIC"). Cash balances are below FDIC limits. The Company has not experienced any losses in suchaccounts. The Company has a broad customer base doing business in all regions of the United States as well as other areas in the world. 34 Accumulated other comprehensive loss. Accumulated other comprehensive loss represents the change in equity from non-owner transactionsand consisted of foreign currency translation, minimum pension liability and marketable securities. (In thousands) 2021 2020 Equity adjustment foreign currency, gross $(1,947) $(1,590)Minimum pension liability, gross (1,362) (1,902)Subtotal excluding tax effect (3,309) (3,492)Tax effect of equity adjustment foreign currency 91 91 Tax effect of minimum pension liability 114 114 Total accumulated other comprehensive loss $(3,104) $(3,287) Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for allinventories. (In thousands) 2021 2020 Raw materials $13,909 $12,499 Work in process 426 211 Finished goods 527 375 Subtotal 14,862 13,085 Less allowance 1,101 928 Inventories, net $13,761 $12,157 Long-lived assets. Property, plant and equipment are stated at cost. Interest is capitalized in connection with the construction of facilities andamortized over the asset's estimated useful life. Long-lived assets are reviewed for possible impairment whenever events indicate that thecarrying amount of such assets may not be recoverable. If such a review indicates impairment, the carrying amount of such assets is reduced toan estimated fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to 30 years.Leasehold improvements are depreciated over the remaining life of the lease or its useful life, whichever is shorter. Amortization of assets undercapital leases is included in depreciation. Depreciation expense was approximately $4.1 million in 2021 and $4.3 million in 2020. (In thousands) 2021 2020 Land, buildings and improvements $22,748 $22,713 Machinery and equipment 50,534 49,406 Furniture, office equipment and computer systems 3,941 3,830 Transportation equipment 2,000 2,725 Subtotal 79,223 78,674 Less accumulated depreciation 54,467 51,777 Property, plant and equipment, net of accumulated depreciation $24,756 $26,897 Impairment of long-lived assets. The Company's assessment of long-lived assets, and other identifiable intangibles is based upon factors thatmarket participants would use in accordance with the accounting guidance for the fair value measurement of assets. At January 31, 2022, theCompany performed a qualitative analysis assessment to determine if it was more likely than not that the fair values of the Company's long-lived assets exceeded their carrying values. The Company assessed three asset groups as part of this analysis: United States, Canada andMiddle East. The qualitative assessment indicated that it was more likely than not that the fair values of the Company's long-lived assetsexceeded their carrying values for all three asset groups. Therefore, it was determined that there was no impairment of the Company's long-livedassets for the year ended January 31, 2022. The Company will continue testing for potential impairment at least annually or as otherwise requiredby applicable accounting standards. 35 Goodwill. The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquiredbusiness with the residual of the purchase price recorded as goodwill. All identifiable goodwill as of January 31, 2022 and 2021, is attributable tothe purchase of Perma-Pipe Canada, Ltd., which occurred in 2016. Foreign exchange (In thousands) January 31, 2021 change effect January 31, 2022Goodwill $2,332 $10 $2,342 The Company performs an impairment assessment of goodwill annually as of January 31, or more frequently if triggering events occur, based onthe estimated fair value of the related reporting unit or intangible asset. Fair value is defined as the price that would be received to sell an assetor paid to transfer a liability in an orderly transaction between market participants. At January 31, 2022, the Company elected to perform aqualitative analysis assessment to determine if it was more likely than not that the fair value of the Company's Canadian reporting unit exceededits carrying value, including goodwill. The qualitative assessment did not identify any triggering events that would indicate potential impairmentof the Company's Canadian reporting unit. Therefore, it was determined that the fair value of the reporting unit exceeded its carrying value,resulting in no impairment for the years ended January 31, 2022. The Company will continue testing for potential impairment at least annually oras otherwise required by applicable accounting standards. Other intangible assets with definite lives. The Company owns several patents including those covering features of its piping and electronicleak detection systems. Patents are capitalized and amortized on a straight-line basis over a period not to exceed the legal lives of the patents.The Company expenses costs incurred to renew or extend the term of intangible assets. Gross patents were $2.7 million and $2.6 million as ofJanuary 31, 2022 and 2021, respectively. Accumulated amortization was approximately $2.6 million and $2.5 million as of January 31, 2022 and2021 Future amortization over the next five years ending January 31 will be less than $0.1 million in the years 2022 to 2026 and less than $0.1million thereafter. Amortization expense is expected to be recognized over the weighted-average period of 3.4 years. Research and development. Research and development expenses consist of materials, salaries and related expenses of engineering personneland outside services for product development projects. Research and development costs are expensed as incurred. Research and developmentexpense was approximately $0.4 million in 2021 and $0.3 million in 2021 and 2020. Income taxes. Deferred income taxes have been provided for temporary differences arising from differences in the basis of assets and liabilitiesfor tax and financial reporting purposes. Deferred income taxes on temporary differences have been recorded at the current tax rate. TheCompany assesses its deferred tax assets and liabilities for realizability at each reporting period. The Company recognizes a tax position in its consolidated financial statements only after determining that the relevant tax authority would morelikely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in thefinancial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxauthority. For further information, see Note 7 - Income taxes, in the Notes to Consolidated Financial Statements. 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 incomeprovisions ("GILTI"). In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any GILTIinclusions as a period cost if and when incurred. Thus, for periods ended January 31, 2022 and 2021, deferred taxes were computed withoutconsideration of the possible future impact of the GILTI provisions, and any current year impact was recorded as a part of the current portion ofincome tax expense. Fair value of financial instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are basedupon reasonable estimates of their fair value due to their short-term nature. The carrying amount of the Company's short-term debt, revolvingline of credit and long-term debt approximate fair value because the majority of the amounts outstanding accrue interest at variable rates. Reclassifications. Certain reclassifications have been made to prior period financial statements to conform to current period presentation. Thesereclassifications have no effect on net income. Unbilled accounts receivable was broken out from prepaid expenses and other current assets onthe consolidated balance sheet. Unbilled accounts receivable was segregated from prepaid expenses and other current assets and reclassifiedinto its own line on the consolidated balance sheets and consolidated statements of cash flows. 36 Net income/(loss) per common share. Earnings per share ("EPS") is computed by dividing net income/(loss) by the weighted average number ofcommon shares outstanding (basic). The Company reported net income in 2021 and a net loss in 2020. Therefore, the Company adjusted fordilutive shares in 2021, while in 2020 the diluted loss per share was identical to the basic loss per share rather than assuming conversion,exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. The dilutive shares are in thefollowing table: Basic weighted average number of common shares outstanding (in thousands) 2021 2020 Basic weighted average number of common shares outstanding 8,133 8,126 Dilutive effect of stock options and restricted stock units 285 - Weighted average number of common shares outstanding assuming full dilution 8,418 8,126 Restricted Stock and Stock options not included in the computation of diluted EPS of common stockbecause the option exercise prices exceeded the average market prices 39 214 Canceled options during the year (33) (25)Restricted Stock and Stock options with an exercise price below the average stock price 285 168 Equity-based compensation. The Company issues or has issued various types of stock-based awards to employees and directors: restrictedstock, deferred stock and stock options. Non-cash compensation expense associated with restricted stock is based on the fair value of thecommon stock at the date of grant, and amortized using the straight line method over the vesting period. Compensation expense associated withdeferred stock which has been awarded to the Board of Directors (non-employee) is based upon the fair value of the common stock at the dateof grant, and since the grant vests immediately it is expensed on the date of the grant. Stock compensation expense for stock optionsis recognized ratably over the requisite service period of the award. The Black-Scholes option-pricing model is utilized to estimate the fair valueof option awards. Treasury Stock. In accordance with ASC Topic 505, "Equity", the Company has accounted for the stock repurchases under the cost method, asthe Company has not elected to retire the repurchased stock at this time. This results in recognizing the shares as treasury stock, a reduction ofstockholders' equity on the Company's consolidated balance sheets as of January 31, 2022 and on the Company's consolidated statements ofstockholders' equity for the year ended January 31, 2022. The amounts recognized as treasury stock in the consolidated balance sheets andconsolidated statements of stockholders' equity include costs associated with the acquisition of the shares. Segments. Operating segments are identified as components of an enterprise about which separate discrete financial information is available forevaluation by the chief operating decision maker ("CODM") in making decisions regarding resource allocation and assessing performance TheCompany’s Chief Executive Officer is the CODM, and he uses a combination of several management reports, including the Company's financialinformation in determining how to allocate resources and assess performance. The Company has determined that it operates in one segment. Recent accounting pronouncements. In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting StandardsUpdate ("ASU") 2020-04, Reference Rate Reform (Topic 848), which provides guidance designed to provide relief from the accounting analysisand impacts that may otherwise be required for modifications to agreements necessitated by the scheduled discontinuation of LIBOR onDecember 31, 2021. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedgingrelationships impacted by reference rate reform. The ASU provides the option to account for and present a modification that meets the scope ofthe standard as an event that does not require contract remeasurement at the modification date or reassessment of a previous accountingdetermination required under the relevant topic or subtopic. This ASU is effective for all entities; however, application of the guidance isoptional, is only available in certain situations and is only available for companies to apply from March 12, 2020 until December 31, 2022. TheCompany's Renewed Senior Credit Facility which matures on September 20, 2026, bears interest at a rate equal to an alternate base rate,the London Inter-Bank Offered Rate ("LIBOR") or a LIBOR successor rate index, plus, in each case, an applicable margin. Based on the inclusionof the LIBOR successor rate index in the Renewed Senior Credit Facility, the Company does not expect a material impact from the adoption ofthis standard on the financial statements of the Company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments. The new guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures,reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. This ASU iseffective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Arecently adopted amendment has delayed the effective date until fiscal years beginning after December 15, 2022. The Company is currentlyevaluating this standard and the impact to the financial statements of the Company. The Company evaluated other recent accounting pronouncements and does not expect them to have a material impact on its consolidatedfinancial statements. 37 Note 3 - RetentionNote 3 - Retention A retention receivable is a portion of an outstanding receivable balance amount withheld by a customer until a contract is fully completed asspecified in the contractual agreement. Retention receivables of $2.9 million and $2.7 million were included in the balance of trade accountsreceivable as of January 31, 2022 and 2021, respectively. A retention receivable of $4.3 million and $2.7 million was included in the balance ofother long-term assets as of January 31, 2022 and 2021 due to the long-term nature of the receivables. See Note 2 - Accounts receivable forfurther information regarding the future realization of these long-term balances. Note 4 - Revenue recognition The Company accounts for its revenues under ASC Topic 606, "Revenue from Contracts with Customers" ("Topic 606"). 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 paymentterms, which ensures the contract has commercial substance and that collectability is reasonably assured. The Company’s standard revenue transactions are classified in to two main categories: 1)Systems and Coating - which include all bundled products in which Perma-Pipe designs, engineers, and manufactures pre-insulatedspecialty piping systems, insulates subsea flowline pipe, subsea oil production equipment, and landlines. Additionally, this systemsclassification also includes coating applied to pipes and structures. 2)Products - which include cables, leak detection products, heat trace products, material/goods not bundled with piping or flowlinesystems, 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 themanufacturing process progresses because one of the following conditions exist: 1)the customer owns the material that is being insulated or coated, so the customer controls the asset and thus the work-in-process; or 2)the customer controls the work-in-process due to the custom nature of the pre-insulated, fabricated system being manufactured asevidenced by the Company’s right to payment for work performed to date plus seller’s profit margin for products that have noalternative use for the Company. Products revenue is recognized when goods are shipped or services are performed (ASC 606-10-25-30). 38 A breakdown of the Company's revenues by revenue class for the years ended January 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Sales % to Total Sales % to Total Products $13,575 10% $11,496 14% Specialty Piping Systems and Coating Revenue recognized under input method 44,778 32% 35,041 41%Revenue recognized under output method 80,199 58% 38,157 45%Total $138,552 100% $84,694 100% The input method as noted in ASC 606-10-55-20 is used by the U.S. operating entities to measure revenue by the costs incurred to date relativeto the estimated costs to satisfy the contract using the over time method. Generally, these contracts are considered a single performanceobligation satisfied over time and due to the custom nature of the goods and services, the over time method is the most faithful depiction of theCompany’s performance as it measures the value of the goods and services transferred to the customer. Costs include all material, labor, anddirect costs incurred to satisfy the performance obligations of the contract. Revenue recognition begins when projects costs are incurred. The output method as noted in ASC 606-10-55-17 is used by all other operating entities to measure revenue by the direct measurement of theoutputs produced relative to the remaining goods promised under the contract. Due to the types of end customers, generally these contractsrequire formal inspection protocols or specific export documentation for units produced, or produced and shipped, therefore, the output methodis the most faithful depiction of the Company’s performance. Depending on the conditions of the contract, revenue may be recognized based onunits produced, inspected and held by the Company prior to shipment or on units produced, inspected and shipped. Some of the Company’s operating entities invoice and collect milestones or other contractual obligations prior to the transfer of goods andservices, but do not recognize revenue until the performance obligations are satisfied under the methods discussed above. Contract modifications that occur prior to the start of the manufacturing process will supersede the original contract and revenue is recognizedusing the modified contract value. Contract modifications that occur during the manufacturing process (changes in scope of work, jobperformance, material costs, and/or final contract settlements) are recognized in the period in which the revisions are known. Provisions forlosses on uncompleted contracts are made in contract liabilities account in the period such losses are identified. 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 validcontract and an enforceable right to payment for work completed. Contract liabilities represent billings in excess of costs for contract work inprogress for which the Company has a valid contract and an enforceable right to payment for work completed. Both customer billings and thesatisfaction (or partial satisfaction) of the performance obligation(s) occur throughout the manufacturing process and impact the period endbalances in these accounts. 39 The Company anticipates that substantially all costs incurred for uncompleted contracts as of January 31, 2022 will be billed and collected withinone year. During the year ended January 31, 2021, one of the Company's customers in Qatar made a call on a performance bond held to secure one of theCompany's contracts. The Company believes the customer's claims of non-performance under the contract are invalid and that the customer'sactions were themselves a breach of the contract. The Company has engaged local counsel to seek reimbursement as well as additionalcompensation for lost profits suffered as a result of cancellation of certain work orders under the contract. The Company has recorded theexpense related to the encashment of approximately $0.6 million in other income in the consolidated statements of operations for the year endedJanuary 31, 2021. No receivable has been recorded related to the potential reimbursement in the consolidated financial statements as of January31, 2022. The following table shows the reconciliation of the cost in excess of billings: (In thousands) 2021 2020 Costs incurred on uncompleted contracts $20,021 $17,543 Estimated earnings 12,030 9,651 Earned revenue 32,051 27,194 Less billings to date 31,019 23,949 Costs in excess of billings, net $1,032 $3,245 Balance sheet classification Contract assets: Costs and estimated earnings in excess of billings on uncompleted contracts $2,309 $4,007 Contract liabilities: Billings in excess of costs and estimated earnings on uncompleted contracts (1,277) (762)Costs in excess of billings, net $1,032 $3,245 Substantially all of the $0.8 million and $1.2 million contract liabilities balances at January 31, 2021 and 2020, respectively, were recognized inrevenues during 2021 and 2020, respectively. Unbilled accounts receivable: The Company has recorded $2.7 million and $0.2 million of unbilled accounts receivable on the consolidated balance sheets as of January 31,2022 and 2021, respectively, from revenues generated by its subsidiaries in MENA. The Company has fulfilled all performance obligations andhas recorded revenue under the respective contracts. The deliverables under these contracts have been accepted by the customer and billingswill be made once the customer picks up or arranges shipping for the products. All of the amounts included in unbilled accounts receivable asof January 31, 2021 are expected to be billed in the first quarter of 2022. Practical expedients: Costs to obtain a contract are not considered project costs as they are not usually incremental, nor does job duration span more than one year.The Company applies practical expedient for these types of costs and as such are expensed in the period incurred. As the Company's contracts are less than one year, the Company has applied the practical expedient regarding disclosure of the aggregateamount and future timing of performance obligations that are unsatisfied or partially satisfied as of the end of the reporting period. 40 Note 5 - Debt (In thousands) 2021 2020 Revolving line - North America $634 $2,826 Mortgage note 5,257 6,394 Revolving lines - foreign 6,049 3,272 Term loan - foreign 33 17 Finance lease obligations 9,944 701 Total debt 21,917 13,210 Unamortized debt issuance costs (147) (166)Less current maturities 7,384 6,776 Total long-term debt $14,386 $6,268 Current portion of long-term debt $7,384 $6,776 Unamortized debt issuance costs - (9)Total short-term debt $7,384 $6,767 The following table summarizes the Company's scheduled maturities on January 31: (In thousands) Total 2023 2024 2025 2026 2027 Thereafter Revolving line - North America $634 $634 $- $- $- $- $- Mortgage note 5,257 251 251 251 251 251 4,002 Revolving lines - foreign 6,049 6,049 - - - - - Long-term finance obligation 9,415 87 112 137 168 201 8,710 Term loan - foreign 33 6 13 7 7 - - Finance lease obligations 529 357 172 - - - - Total $21,917 $7,384 $548 $395 $426 $452 $12,712 Paycheck Protection Program Loan. On May 1, 2020, the Company entered into a loan agreement under the Small Business Administration'sPaycheck Protection Program ("PPP") and received proceeds of approximately $3.2 million. Interest on the loan accrued at a fixed interest rate of1.0%, and the loan had a maturity date of April 28, 2022. Under Section 1106 of the CARES Act, borrowers are eligible for forgiveness of principaland accrued interest on the loans to the extent that the proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utilitycosts, otherwise described as qualified expenses. During the three months ended July 31, 2020, the Company used all of the PPP loan proceedsto pay for qualified expenses, 100% of which were used for payroll related expenses. The Company submitted its application and supportingdocumentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small Business Administration("SBA"). On June 24, 2021, the Company was notified by its lender that its PPP loan had been forgiven by the SBA. Guidance from the American Institute of Certified Public Accountants' ("AICPA") Technical Question and Answer Section 3200.18 states thatif a company expects to meet the PPP’s eligibility criteria and concludes that the PPP loan represents, in substance, a grant that is expected to beforgiven, it may analogize to International Accounting Standards ("IAS") 20 - Accounting for Government Grants and Disclosure of GovernmentAssistance to account for the PPP loan. The Company has recognized the earnings impact on a systematic basis over the periods in which theCompany recognized as expenses the related costs for which the grants were intended to compensate. We noted that all of these expenses, andthus the related earnings impact, were incurred during the year ended January 31, 2021. The IAS 20 guidance allows for recognition in earnings either separately under a general heading such as other income, or as a reduction of therelated expenses. The Company has elected the former option, to make a more clear distinction in its financial statements between its operatingincome and the amount of net income resulting from the PPP loan and subsequent expected forgiveness. As such, we have recognized theproceeds in earnings during the year ended January 31, 2021. The amounts were recognized in other income, net in the consolidated statementsof operations. Revolving line - North America. On September 20, 2018, the Company and certain of its U.S. and Canadian subsidiaries (collectively, togetherwith the Company, the “North American Loan Parties”) entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) withPNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a three-year $18 million Senior Secured RevolvingCredit Facility, subject to a borrowing base including various reserves (the “Senior Credit Facility”). 41 On December 18, 2020, the Company entered into the First Amendment and Waiver to the Revolving Credit and Security Agreement(“Amendment and Waiver”) with PNC, which (i) reflected PNC’s waiver of the Company’s failure to maintain a fixed charge coverage ratio("FCCR") of 1.10 to 1.00 as of October 31, 2020 on a trailing four quarter basis as required under the Company’s Credit Agreement and (ii) furtheramended certain future fixed charge coverage ratio covenants requirements under the Credit Agreement. Additionally, the Company was alsorequired to have received, and applied to reduce the outstanding balance under the Credit Agreement, $1.0 million from one of its foreignsubsidiaries, Perma-Pipe Middle East FZC, in the U.A.E. The transfer and repayment occurred on December 17, 2020 and did not cause theCompany to incur any additional fees or taxes, nor did it force the Company to change any of its assertions with regards to permanentreinvestment in any of its foreign subsidiaries. The Company incurred additional fees over the remainder of the Amendment and Waiver ofapproximately $0.1 million. The Amendment and Waiver also eliminated the Company’s ability to make LIBOR borrowings and reduced theoverall availability by $2.0 million until maturity. On September 17, 2021, the North American Loan Parties executed an extension of the Credit Agreement with PNC, providing for a new five-year$18.0 million senior secured revolving credit facility, subject to a borrowing base including various reserves (the “Renewed Senior CreditFacility”). The Company's obligations under the Renewed Senior Credit Facility are currently guaranteed by Perma-Pipe Canada, Inc. Each of theNorth American Loan Parties other than Perma-Pipe Canada, Inc. is a borrower under the Renewed Senior Credit Facility (collectively, the“Borrowers”). The Borrowers are using borrowings under the Renewed Senior Credit Facility (i) to fund capital expenditures; (ii) to fund ongoing workingcapital needs; and (iii) for other corporate purposes, including potentially additional stock repurchases. Borrowings under the Renewed SeniorCredit Facility bears interest at a rate equal to an alternate base rate, the London Inter-Bank Offered Rate (“LIBOR”) or a LIBOR successor rateindex, plus, in each case, an applicable margin. The applicable margin is based on an FCCR range. Interest on alternate base rate borrowings arebased on the alternate base rate as defined in the Renewed Senior Credit Facility plus an applicable margin ranging from 1.00% to 1.50%, basedon the FCCR in the most recently reported period. Interest on LIBOR or LIBOR successor rate borrowings will be the LIBOR rate as defined inthe Renewed Senior Credit Facility plus an applicable margin ranging from 2.00% to 2.50%, based on the FCCR in the most recently reportedperiod. 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 LoanParties’ assets. The Renewed Senior Credit Facility will mature on September 20, 2026. Subject to certain qualifications and exceptions, theRenewed 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. Inaddition, the North American Loan Parties may not make capital expenditures in excess of $5.0 million annually, plus a limited carryover ofunused 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 financial covenants requiring the North American Loan Parties to achieve a ratio of its EBITDAto the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under theRenewed Senior Credit Facility to be not less than 1.10 to 1.00 if for any five consecutive days the undrawn availability is less than $3.0 million orany day in which the undrawn availability is less than $2.0 million. As of January 31, 2022, the calculated ratio was substantially greaterthan 1.10 to 1.00. In order to cure any future breach of the fixed charge coverage ratio covenant by the North American Loan Parties, theCompany may repatriate cash from any of its foreign subsidiaries that are otherwise not a party to the Renewed Senior Credit Facility in anamount which, when added to the amount of the Company’s Consolidated EBITDA, would result in pro forma compliance with the covenant.The Company was in compliance with these covenants as of January 31, 2022. The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, thenPNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility dueand payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntaryor involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior CreditFacility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest ata 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, 2022, the Company had borrowed an aggregate of $0.6 million at a rate of 4.25% and had $8.5 million available under theRenewed Senior Credit Facility, before application of a $2.5 million availability block that can be reduced by the Company's financialperformance. This block on the Company's availability under its Renewed Senior Credit Facility was removed completely based on its financialperformance as of and for the year ended January 31, 2022. 42 Finance obligation - buildings and land. On April 14, 2021, the Company entered into a purchase and sale agreement (the "Purchase and SaleAgreement"). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its land and buildings in Lebanon, Tennessee (the"Property") for a purchase price of $10.4 million. The transaction generated net cash proceeds of $9.1 million, following the release of theescrowed amount in June 2021 discussed below. The Company used a portion of the proceeds to repay its borrowings under the Senior CreditFacility. The Company expects to use its liquidity for strategic investments and general corporate needs. Concurrent with the sale of theProperty, the Company entered into a fifteen-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Propertyat an annual rental rate of approximately $0.8 million, subject to annual rent increases of 2.0%. Under the Lease Agreement, the Companyhas four consecutive options to extend the term of the lease by five years for each such option. Concurrently with the sale, the Company paidoff the approximately $0.9 million mortgage note on the Property to its lender. At closing, $0.4 million was placed in a short-term escrow accountto cover certain post-closing contingencies that may arise. The contingencies were resolved in May 2021 and the Company received theescrowed funds in June 2021. In accordance with ASC Topic 842, "Leases", this transaction was recorded as a failed sale and leaseback as the present value of lease paymentsexceeded substantially all of the fair value of the underlying asset. The Company utilized an incremental borrowing rate of 8.0% to determine thefinance 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 $9.3 million is recognized in long-term financeobligation on the Company's consolidated balance sheets as of January 31, 2022. The net carrying amount of the financial liability and remainingassets will be zero at the end of the lease term. Revolving lines - foreign. The Company also has credit arrangements used by its Middle Eastern subsidiaries in the U.A.E. and Egypt asdiscussed further below. The Company has a revolving line for 8.0 million U.A.E. Dirhams (approximately $2.2 million at January 31, 2022) from a bank in the U.A.E.The facility has an interest rate of approximately 3.77% and was originally set to expire in November 2020, however, the expiration was extendeddue to the COVID-19 pandemic. The Company has submitted final documentation to complete the renewal process and is awaiting officialnotification from the bank of the renewal completion. This process is expected to be completed in May 2022. The Company has a second revolving line for 19.5 million U.A.E. Dirhams (approximately $5.3 million at January 31, 2022) from a bank in theU.A.E. The facility has an interest rate of approximately 4.5% and is set to expire in January 2023. The Company has a third credit arrangement for project financing with a bank in the U.A.E. for 3.0 million U.A.E. Dirhams (approximately$0.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in the U.A.E. The line is securedby the contract for a project being financed by the Company's U.A.E. subsidiary. The facility has an interest rate of approximately 4.5% and isexpected to expire in June 2023 in connection with the completion of the project. These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Companyoperates. The lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by theCompany. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels ofintercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends or undertaking of additionaldebt by the respective subsidiary. 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 millionEgyptian Pounds (approximately $6.2 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitivein Egypt. The line was 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 undertakeany additional debt. The facility has an interest rate of approximately 8.0% and is set to expire in August 2022. 43 In December 2021, the Company entered into a credit arrangement for project financing with a bank in Egypt for 28.2 million Egyptian Pounds(approximately $1.8 million at January 31, 2022). This credit arrangement is in the form of project financing at rates competitive in Egypt. The lineis secured by the contract for a project being financed by the Company's Egyptian subsidiary. The facility has an interest rate ofapproximately 8.0% and is expected to expire in June 2022 in connection with the completion of the project. The Company’s credit arrangements used by its Middle Eastern subsidiaries are subject to renewal on an annual basis. The Companyguarantees only a portion of the subsidiaries' debt, including foreign debt. As of January 31, 2022, the amount of foreign subsidiary debtguaranteed by the Company was approximately $0.2 million. The Company was in compliance with the covenants under the credit arrangements in the U.A.E. as of January 31, 2022. The Company was notin compliance with a covenant under its 28.2 million Egyptian Pound project financing in Egypt as of January 31, 2022. The Company did notmeet its required debt to equity ratio as of January 31, 2022. The Company has received a waiver from the bank as of January 31, 2022. OnJanuary 31, 2022, interest rates were based on the Emirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum for the U.A.E. creditarrangements, two of which have a minimum interest rate of 4.5% per annum, and based on the stated interest rate in the agreement for the Egyptcredit arrangement. Based on these base rates, as of January 31, 2022, the Company's interest rates ranged from 3.77% to 8.0%, with a weightedaverage rate of 7.31%, and the Company had facility limits totaling $16.4 million under these credit arrangements. As of January 31,2022, $1.2 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and forperformance guarantees. Additionally, as of January 31, 2022, the Company had borrowed $6.0 million, and had an additional $6.1 millionof borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as of January 31, 2022and 2021 were included as current maturities of long-term debt in the Company's consolidated balance sheets. Mortgages. On July 28, 2016, the Company borrowed CAD 8.0 million (approximately USD $6.1 million at the prevailing exchange rate on thetransaction date) from a bank in Canada under a mortgage note secured by the manufacturing facility located in Alberta, Canada that matures onDecember 23, 2042. The interest rate is variable, and was 4.3% at January 31, 2022. Principal payments began in January 2018. On June 19, 2012, the Company borrowed $1.8 million under a mortgage note secured by its manufacturing facility in Lebanon, Tennessee. Theproceeds were used for payment of amounts borrowed. On April 14, 2021, the Company entered into the Purchase and SaleAgreement discussed above. Concurrently with the sale of the Property, the Company paid off the approximately $0.9 million remaining on themortgage note on the Property to its lender. Note 6 - Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classifiedas operating or financing leases, and are recorded on the consolidated balance sheet. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities short-term, and operating lease liabilities long-term in the Company's consolidated balance sheets.Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt less current maturities inthe Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligationto make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the leaseor the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROUasset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. ROU assets and liabilities are recognized at thecommencement date of the lease based on the present value of lease payments over the lease term. 44 As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the informationavailable at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interestthat 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 similareconomic environment. In calculating the ROU asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on astraight-line basis over the lease term. Operating Leases. In August 2020, the Company entered into a new lease in Abu Dhabi, U.A.E. for land upon which the Company intends tobuild a facility. The annual payments are initially expected to be approximately 1.2 million U.A.E. Dirhams (approximately $0.3 million at October31, 2020), inclusive of rent and common charges, with escalation clauses in the agreement. Rent payments are deferred until August 2022. Thelease expires in August 2050. Finance Leases. In 2019, the Company obtained two finance leases for CAD 1.1 million (approximately USD $0.8 million at the prevailingexchange rates on the transaction dates) to finance vehicle equipment. The interest rates for these finance leases were 8.0% per annum withmonthly principal and interest payments of less than $0.1 million. These leases mature in August 2023. In 2017, the Company obtained threefinance leases for CAD 1.1 million (approximately USD $0.8 million at the prevailing exchange rates on the transaction dates) to finance vehicleequipment. The interest rates for these finance leases range from 4.0% to 7.8% per annum with monthly principal and interest payments of lessthan $0.1 million. Two of these leases matured in April 2021 and new leases have been entered into in May 2021 to replace the matured leases.The remaining lease matures in September 2022. The Company has several significant operating lease agreements, with lease terms of one to 30 years, which consist of real estate, vehicles andoffice equipment leases. These leases do not require any contingent rental payments, impose any financial restrictions or contain any residualvalue guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included inthe calculation of the lease liabilities and ROU assets as the Company is not reasonably certain to exercise the options. Variable expensesgenerally represent the Company’s share of the landlord’s operating expenses. The Company does not have any arrangements where it acts as alessor, other than one sub-lease arrangement. At January 31, 2022, the Company had total operating lease liabilities of $12.8 million and operating ROU assets of $11.2 million, which arereflected in the consolidated balance sheet. At January 31, 2022, the Company also had finance lease liabilities of $0.5 million included in currentmaturities of long-term debt and long-term debt less current maturities, and finance ROU assets of $0.7 million which were included in propertyplant and equipment, net of accumulated depreciation in the consolidated balance sheet. Supplemental balance sheet information related to leases follows (in thousands): Operating and Finance leases: January 31, 2022 January 31, 2021 Finance leases assets: Property and Equipment - gross $1,221 $879 Accumulated depreciation and amortization (490) (96)Property and Equipment - net $731 $783 Finance lease liabilities: Finance lease liability short-term $357 $300 Finance lease liability long-term 173 401 Total finance lease liabilities $530 $701 Operating lease assets: Operating lease ROU assets $11,213 $13,384 Operating lease liabilities: Operating lease liability short-term $1,496 $1,402 Operating lease liability long-term 11,270 13,174 Total operating lease liabilities $12,766 $14,576 45 Total lease costs consist of the following (in thousands): Lease costsConsolidated Statements of OperationsClassification Year EndedJanuary 31, 2022 Year EndedJanuary 31, 2021 Finance Lease Costs Amortization of ROU assetsCost of sales $245 $214 Interest on lease liabilitiesInterest expense 53 69 Operating lease costsCost of sales, SG&A expenses 2,502 2,570 Short-term lease costs (1)Cost of sales, SG&A expenses 591 398 Sub-lease incomeSG&A expenses (81) (81)Total Lease costs $3,310 $3,170 (1) Includes variable lease costs, which are immaterial Supplemental cash flow information related to leases is as follows (in thousands): Year EndedJanuary 31, 2022 Year EndedJanuary 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $375 $432 Operating cash flows from finance leases 53 69 Operating cash flows from operating leases 2,784 3,097 Year EndedJanuary 31, 2022 ROU Assets obtained in exchange for new lease obligations: Finance leases liabilities $- Operating leases liabilities 121 Weighted-average lease terms discount rates are as follows: January 31, 2022 Weighted-average remaining lease terms (in years): Finance leases 1.5 Operating leases 13.5 Weighted-average discount rates: Finance leases 9.1%Operating leases 7.4% 46 On January 31, 2022, future minimum annual rental commitments under non-cancelable lease obligations were as follows (in thousands): Year: Operating Leases Finance Leases For the year ended January 31, 2023 $2,367 $386 For the year ended January 31, 2024 2,335 177 For the year ended January 31, 2025 1,525 - For the year ended January 31, 2026 1,326 - For the year ended January 31, 2027 1,333 - Thereafter 12,322 - Total lease payments 21,208 563 Less: amount representing interest (8,442) (33)Total lease liabilities at January 31, 2022 $12,766 $530 Rental expense for operating leases was $3.1 million and $3.0 million in 2021 and 2020, respectively. The Company has several significant operating lease agreements as follows: •Office space of approximately 31,650 square feet in Niles, IL is leased until October 2023. •Production facilities and office space of approximately 139,000 square feet in Lebanon, Tennessee is leased until December 31,2035. •Five acres of land in Louisiana is leased through March 2022. •Twenty acres of land in Canada leased through December 2022. •Nine acres of land in the Kingdom of Saudi Arabia is leased through April 2030. •Production facilities in the U.A.E. of approximately 80,200 square feet on approximately 107,600 square feet of land is leased untilJune 2030. •Office space of approximately 21,500 square feet and open land for production facilities of approximately 423,000 square feet in theU.A.E. is leased until July 2032. •Production facilities in the U.A.E. of approximately 78,100 square feet is leased until December 2032. •Approximately fourteen acres of land in the U.A.E. is leased through August 2050. 47 Note 7 - Income taxes Income/(loss) from continuing operations before income taxes (in thousands) 2021 2020 Domestic $(3,357) $(3,288)Foreign 11,684 (4,487)Total $8,327 $(7,775) Components of income tax expense/(benefit) (in thousands) 2021 2020 Current Federal $1 $18 Foreign 2,317 413 State and other 144 105 Total current income tax expense 2,462 536 Deferred Federal — — Foreign (197) (669)State and other — — Total deferred income tax expense/(benefit) (197) (669)Total income tax expense/(benefit) $2,265 $(133) Repatriation of foreign earnings As a result of the onetime transition tax from the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”), the Company estimates that distributions fromforeign subsidiaries will no longer be subject to incremental U.S. tax as they will either be remittances of previously taxed earnings and profits oreligible for a full dividends received deduction. Current and future earnings in the Company's subsidiaries in Canada and Egypt are notpermanently reinvested. Earnings from these subsidiaries are subject to tax in their local jurisdiction, and withholding taxes in these jurisdictionsare considered. The Company's liability has remained consistent at $0.2 million as of January 31, 2022 and 2021, respectively, related to thesetaxes. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis ofinvestments in foreign subsidiaries that is indefinitely reinvested outside the United States. The Company intends to permanently reinvest theundistributed earnings of its Middle Eastern and Indian subsidiaries. The Middle Eastern and Indian subsidiaries have unremitted earnings of$22.7 million and $0.8 million, respectively, as of January 31, 2022, all of which has been subject to the transition tax in the United States.Unremitted earnings of $19.2 million in the United Arab Emirates would not be subject to withholding tax in the event of a distribution, and$3.5 million of unremitted earnings in Saudi Arabia would be subject to withholding tax of $0.2 million. The Company has not recorded a deferredtax liability related to any financial reporting basis over tax basis related to the investment in these foreign subsidiaries as it is not practical toestimate. 48 The difference between the provision for income taxes and the amount computed by applying the U.S. Federal statutory rate of 21% was asfollows: (In thousands) 2021 2020 Tax expense at federal statutory rate $1,749 $(1,633)State expense, net of federal income tax effect 148 (97)Deferred compensation adjustment 456 (5)Domestic valuation allowance (636) 1,807 Domestic return to provision (6) (485)Global Intangible Low Tax Income Inclusion 742 - Nontaxable Paycheck Protection Program Loan Forgiveness Proceeds - (662)Permanent differences other 56 282 Valuation allowance for state NOLs (29) 183 Differences in foreign tax rate (430) 527 Foreign rate change (31) 18 Deferred tax on unremitted earnings (55) (176)Foreign withholding taxes 178 209 All other, net expense 123 (101)Total income tax expense/(benefit) $2,265 $(133) The Company's worldwide effective tax rates ("ETR") were 27.2% and 1.7% in 2021 and 2020, respectively. The change in the ETR from the prioryear to the current year is largely due to the Company’s valuation allowance against its domestic deferred tax asset and changes to the mix ofincome in various jurisdictions. Components of deferred income tax assets (in thousands) 2021 2020 U.S. Federal NOL carryforward $8,424 $8,626 Deferred compensation 350 508 Research tax credit 2,573 2,686 Foreign NOL carryforward 448 543 Foreign tax credit 2,580 2,580 Stock compensation 62 442 Other accruals not yet deducted 276 245 State NOL carryforward 2,730 2,678 Accrued commissions and incentives 483 362 Inventory valuation allowance 116 106 Lease liability 418 541 Accrued pension - 18 Other 17 95 Deferred tax assets, gross 18,477 19,430 Valuation allowance (16,905) (17,746)Total deferred tax assets, net of valuation allowances $1,572 $1,684 Components of the deferred income tax liability Depreciation $(643) $(981)Foreign subsidiaries unremitted earnings (231) (289)Prepaid (54) (21)Accrued pension (159) - Right of use asset (386) (484)Total deferred tax liabilities $(1,473) $(1,775) Deferred tax asset/(liability), net $99 $(91) Balance sheet classification Long-term assets $811 $823 Long-term liability (712) (914)Total deferred tax assets/(liabilities), net of valuation allowances $99 $(91) 49 The Company has a gross U.S. Federal operating loss carryforward of $40.1 million. Of this amount, $33.8 million will begin to expire between taxyears 2030 and 2037 and the remainder has an indefinite carryforward. The deferred tax asset ("DTA") for state net operating loss ("NOL") carryforwards of $2.7 million relates to amounts that expire at various timesfrom 2022 to 2032. The Company has a DTA foreign NOL carryforward of $0.4 million for its subsidiary in Saudi Arabia. The NOL in Saudi Arabia can be carriedforward indefinitely and does not have a valuation allowance recorded against it. The NOL in India was fully utilized in 2021. The ultimaterealization of this tax benefit is dependent upon the generation of enough operating income in the foreign tax jurisdictions. The Company periodically reviews the adequacy of its valuation allowance in all of the tax jurisdictions in which it operates, evaluates futuresources of taxable income and tax planning strategies and may make further adjustments based on management's outlook for continued profits ineach jurisdiction. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated topermit the use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the domestic cumulative lossincurred leading up to the period ended January 31, 2013. Such objective evidence limits the ability to consider other subjective evidence, suchas our projections for future growth. On the basis of this evaluation, as of December 31, 2013, a full valuation allowance was recorded against the domestic deferred tax assets as theCompany has determined that they are not more likely than not to be realized based upon the available evidence. As of January 31, 2022, theCompany has not released the valuation allowance as the objective negative evidence in the form of cumulative losses continues to exist. Theamount of the domestic deferred tax assets considered realizable, however, could be increased if objective negative evidence in the form ofcumulative losses is no longer present. The Company has a deferred tax asset of $2.6 million for U.S. foreign tax credits after considering the impact of the repatriated foreign earningsand the one-time transition tax. The foreign tax credit deferred tax asset is fully offset with a valuation allowance. The excess foreign tax creditsare subject to a ten-year carryforward and will begin to expire on January 31, 2026. The following table summarizes uncertain tax position ("UTP") activity, excluding the related accrual for interest and penalties: (In thousands) 2021 2020 Balance at beginning of the year $1,591 $1,545 Increases in positions taken in a prior period (4) 2 Increases in positions taken in a current period 66 65 Decreases due to lapse of statute of limitations (8) (21)Decreases due to settlements (34) - Balance at end of the year $1,611 $1,591 Included in the total UTP liability were estimated accrued interest and penalties of $0.2 million in January 31, 2022 and 2021, respectively. Thesenon-current income tax liabilities are recorded in other long-term liabilities in the consolidated balance sheet and recognized as an expenseduring the period. The Company's policy is to include interest and penalties in income tax expense. On January 31, 2022, the Company did notanticipate any significant adjustments to its unrecognized tax benefits within the next twelve months. Included in the balance on January 31,2022 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, $0.6 million of the amount accrued on January 31, 2022 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 eachjurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Tax years related toJanuary 31, 2019, 2020 and 2021 are open for federal and state tax purposes. In addition, federal and state tax years January 31, 2003 throughJanuary 31, 2009 are subject to adjustment on audit, up to the amount of research tax credit generated in those years. Any NOL carryover canstill be adjusted by the Internal Revenue Service in future year audits. The Company's management periodically estimates the probable tax obligations of the Company using historical experience in tax jurisdictionsand informed judgments. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which theCompany transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well aschanges to or further interpretations of regulations. If such changes take place, there is a risk that the tax rate may increase or decrease in anyperiod. Tax accruals for tax liabilities related to potential changes in judgments and estimates for federal, foreign and state tax issues are includedin other long-term liabilities on the consolidated balance sheet. 50 Note 8 - Retirement plans Pension planThe defined benefit plan that covered the hourly rate employees of a non-operating filtration business unit, previously located in Winchester,Virginia, was frozen on June 30, 2013 per the third Amendment to the Plan dated May 15, 2013. The accrued benefit of each participant wasfrozen as of the freeze date, and no further benefits shall accrue with respect to any service or hours of service after the freeze date. The benefitsare based on fixed amounts multiplied by years of service of participants. The Company engages outside actuaries to calculate its obligationsand costs. The funding policy is to contribute such amounts as are necessary to provide for benefits attributed to service to date. The amountscontributed to the plan are sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of1974. Asset allocationThe pension plan holds no securities of Perma-Pipe International Holdings, Inc.; 100% of the assets are held for benefits under the plan. The fairvalue of the major categories of the pension plan's investments are presented below. The FASB has established a fair value hierarchy thatdistinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observableinputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in thecircumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjustedquoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The threelevels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets thatare not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derivedprincipally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. (In thousands) 2021 2020 Level 1 market value of plan assets Equity securities $4,119 $4,112 U.S. bond market 1,544 1,716 Real estate securities 322 198 Subtotal 5,985 6,026 Level 2 significant other observable inputs Money market fund $321 $139 Subtotal 321 139 Investments measured at net asset value* $829 $851 Total $7,135 $7,016 * Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not beencategorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair valuehierarchy to the amounts presented in the reconciliation of benefit obligations, plan assets and funded status of plan. 51 On January 31, 2022, plan assets were held 69% in equity, 26% in debt and 5% in other. The investment policy is to invest all funds not neededto pay benefits and investment expenses for the year, with target asset allocations of approximately 60% equities, 30% fixed income and 10%alternative investments, diversified across a variety of sub-asset classes and investment styles, following a flexible asset allocation approachthat will allow the plan to participate in market opportunities as they become available. The expected long-term rate of return on assets is basedon historical long-term rates of equity and fixed income investments and the asset mix objective of the funds. Investment market conditions in 2021 resulted in $0.1 million loss on plan assets, computed as the actual return as presented below less theexpected return, which increased the fair value of plan assets at year end. The Company kept its expected return on plan assets used indetermining cost and benefit obligations consistent at 7.5%, based on long-term market expectations that were relatively unchanged from theprior year. The plan's investments are intended to earn long-term returns to fund long-term obligations, and investment portfolios with assetallocations similar to those of the plan's investment policy have attained such returns over several decades. The Company does not expect tomake any future contributions to maintain funding requirements. Reconciliation of benefit obligations, plan assets and funded status of plan (in thousands) 2021 2020 Accumulated benefit obligations Vested benefits $6,448 $7,090 Accumulated benefits $6,448 $7,090 Change in benefit obligation Benefit obligation - beginning of year $7,090 $6,959 Interest cost 173 190 Actuarial loss (511) 256 Benefits paid (304) (315)Benefit obligation - end of year $6,448 $7,090 Change in plan assets Fair value of plan assets - beginning of year $7,016 $6,550 Actual gain on plan assets 423 781 Benefits paid (304) (315)Fair value of plan assets - end of year $7,135 $7,016 Over-funded/(unfunded) status $688 $(74) Balance sheet classification Prepaid expenses and other current assets $322 $332 Other assets 2,050 1,828 Deferred compensation liabilities (1,684) (2,234)Net amount recognized $688 $(74) Amounts recognized in accumulated other comprehensive loss Unrecognized actuarial loss $1,362 $1,902 Net amount recognized $1,362 $1,902 Weighted-average assumptions used to determine net cost and benefit obligations 2021 2020 End of year benefit obligation discount rate 3.00% 2.50%End of year net periodic benefit cost discount rate 2.50% 2.80%Expected return on plan assets 7.50% 7.50% The discount rate was based on the FTSE pension discount curve of high quality fixed income investments with cash flows matching the plan'sexpected benefit payments, consistent with prior years. The Company determines the expected long-term rate of return on plan assets byperforming a detailed analysis of historical and expected returns based on the strategic asset allocation approved by the Board of Directors andthe underlying return fundamentals of each asset class. The Company's historical experience with the pension fund asset performance is alsoconsidered. 52 Components of net periodic benefit cost (in thousands) 2021 2020 Interest cost $173 $190 Expected return on plan assets (514) (479)Recognized actuarial loss 119 139 Net periodic benefit income $(222) $(150) Amounts recognized in other comprehensive income (in thousands) Actuarial gain/(loss) on obligation $511 $(256)Actual gain/(loss) on plan assets $(90) $302 Amounts recognized in current year 119 139 Total in other comprehensive income $540 $185 Other comprehensive income is also affected by the tax effect of the valuation allowance recorded on the domestic deferred tax assets. Duringthe year ended January 31, 2022, there was an actuarial gain of $0.4 million. This actuarial gain is comprised of an asset loss of $0.1 million andliability gain of $0.5 million. The liability gain is the combination of: (i) a gain due to a 50 basis point increase in the discount rate, (ii) a lossresulting from an update to the mortality improvement assumption and (iii) other demographic gains. During the year ended January 31, 2021,there was an actuarial gain of less than $0.1 million. This actuarial gain was comprised of an asset gain of $0.3 million and liability loss of$0.3 million. The liability loss is the combination of: (i) a loss due to a 30 basis point decrease in the discount rate, (ii) a gain resulting from anupdate to the mortality improvement assumption and (iii) other demographic losses. Cash flows (in thousands) Expected employer contributions for the fiscal year ending January 31, 2023 $— Expected employee contributions for the fiscal year ending January 31, 2023 — Estimated future plan benefit payments reflecting expected future service for the fiscal year(s) ending January 31,: 2023 $321 2024 316 2025 319 2026 322 2027 330 2028 - 2032 1,610 401(k) plan The domestic employees of the Company participate in the PPIH 401(k) Employee Savings Plan, which is applicable to all employees exceptemployees covered by collective bargaining agreement benefits. The plan allows employee pretax payroll contributions from 1% to 16% of totalcompensation. The Company matches 100% of each participant's payroll deferral contributions up to 1% of their compensation, plus 50% ofeach participant's payroll deferral contributions on the next 5% of compensation. Contributions to the 401(k) plan were $0.3 million each in the years ended January 31, 2022 and 2021. Multi-employer plans The Company contributes to a multi-employer plan for certain collective bargaining U.S. employees. The risks of participating in this multi-employer plan are different from a single employer plan in the following aspects: •Assets contributed to the multi-employer plans by one employer may be used to provide benefits to employees of other participatingemployers. •If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remainingparticipating employers. •If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay those plans an amountbased on the underfunded status of the plan, referred to as a withdrawal liability. 53 The Company has assessed and determined that the multi-employer plans to which it contributes are not significant to the Company'sconsolidated financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contributionover the remainder of the contract period. The Company made contributions to the bargaining unit supported multi-employer pension plans (inthousands): FIP/RP Status 2021 2020 Surcharge Plan Name EIN Plan # FundedZoneStatusPending/Implemented Contribution Contribution ImposedCollectiveBargainingExpiration DatePlumbers & Pipefitters Local572 Pension Fund 626102837 001 GreenNo $172 $206 No3/31/2025 Note 9 - Stock-based compensation The Company’s 2017 Omnibus Stock Incentive Plan dated June 13, 2017, as amended, which the Company's stockholders approved in June 2017("2017 Plan"), expired in June 2020. The Company has prior incentive plans under which previously granted awards remain outstanding, including the 2017 Plan, but under which nonew awards may be granted. At January 31, 2022, the Company had reserved a total of 421,255 shares for grants and issuances under theseincentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards. While the 2017 Plan provided for the grant of deferred shares, non-qualified stock options, incentive stock options, restricted shares, restrictedstock units, and performance-based restricted stock units intended to qualify under section 422 of the Internal Revenue Code, theCompany issued only restricted shares and restricted stock units under the 2017 Plan. The 2017 Plan authorized awards to officers, employees,consultants, and independent directors. The Company's 2021 Omnibus Stock Incentive Plan dated May 26, 2021 was approved by the Company's stockholders in May 2021("2021 Plan"). The 2021 Plan will expire in May 2024. The 2021 Plan authorizes awards to officers, employees, consultants and independentdirectors. Grants were made to the Company's employees, officers and independent directors under the 2021 Plan, as described below. Stock compensation expense The Company has granted stock-based compensation awards to eligible employees, officers or independent directors. The Company recognizedthe following stock-based compensation expense for the periods presented: (In thousands) 2021 2020Stock-based compensation expense $- $3 Restricted stock based compensation expense 1,101 1,041 Total stock-based compensation expense $1,101 $1,044 54 Stock options The Company did not grant any stock options during the years ended January 31, 2022 or 2021. The following tables summarizes the Company'sstock option activity: (Shares in thousands) Options Weightedaverageexercise price Weightedaverageremainingcontractualterm Aggregateintrinsic value Outstanding on January 31, 2020 132 $8.98 3.2 $160 Exercised - Expired or forfeited (25) 7.85 Outstanding on January 31, 2021 107 9.24 2.5 5 Options exercisable on January 31, 2021 107 $9.24 2.5 5 Exercised (7) Expired or forfeited (33) 9.36 Outstanding on January 31, 2022 67 9.51 1.7 63 Options exercisable on January 31, 2022 67 $9.51 1.7 $63 Seven thousand stock options were exercised during the year ended January 31, 2022 and no stock options were vested during the year endedJanuary 31, 2021. There was no vesting, expiration or forfeiture of previously unvested stock options during the year ended January 31, 2022. As of January 31,2022, there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvestedstock options. 55 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 ofdividing 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, itis distributed to the directors only upon their separation from service. In June 2019, the Company granted 23,104 deferred stock units from the2017 Plan, and as of January 31, 2022, there were approximately 97,799 deferred stock units outstanding included in the restricted stock activityshown below. Restricted stock The Company has granted restricted stock to executive officers, independent directors, and employees. The restricted stock vest ratablyover one to four years. The Company calculates restricted stock compensation expense based on the grant date fair value and recognizesexpense on a straight-line basis over the vesting period. The following table summarizes restricted stock activity for the years ended January 31,2022 and 2021, respectively: (Shares in thousands) Restricted shares Weighted averageprice Aggregateintrinsic valueOutstanding on January 31, 2020 321 $9.03 $2,902 Granted 156 5.88 Issued (64) Forfeited (41) 8.31 Outstanding on January 31, 2021 372 $7.62 $2,843 Granted 138 7.14 Issued (113) Forfeited (43) 7.47 Outstanding on January 31, 2022 354 $7.48 $2,652 The fair value of restricted stock vested was $1.1 million and $0.5 million in 2021 and 2020, respectively. As of January 31, 2022, there was$1.1 million of unrecognized compensation cost related to unvested restricted stock granted under the plans. That cost is expected to berecognized over the weighted-average period of 1.8 years. Note 10 - Interest expense, net (In thousands) 2021 2020 Interest expense $918 $649 Interest income (90) (268)Interest expense, net $828 $381 56 Note 11 - Treasury stock On October 4, 2021, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to use upto $3.0 million for the purchase of its outstanding shares of common stock. Stock repurchases are permitted to be executed through open marketor privately negotiated transactions over the course of 12 months, depending upon current market conditions and other factors. The following table sets forth information with respect to repurchases by the Company of its shares of common stock during 2021: Period Total numberof sharespurchased Average pricepaid per share Total numberof sharespurchased aspart ofpubliclyannouncedplans orprograms Approximatedollar value ofshares thatmay yet bepurchasedunder theplans orprograms October 1, 2021 - October 31, 2021 58,528 $8.45 58,528 $2,505,216 November 1, 2021 - November 30, 2021 21,350 8.55 21,350 2,322,674 December 1, 2021 - December 31, 2021 56,447 7.99 56,447 1,871,840 January 1, 2022 - January 31, 2022 97,956 8.81 97,956 1,008,444 Total 234,281 234,281 Schedule IIPerma-Pipe International Holdings, Inc. and SubsidiariesVALUATION AND QUALIFYING ACCOUNTSFor the Years Ended January 31, 2022 and 2021 (In thousands) Balance atbeginning ofperiod Charges toexpenses Write-offs (1) Othercharges (2) Balance atend of period Year Ended January 31, 2022 Valuation allowance for deferred tax assets $17,746 $(717) $- $(124) $16,905 Allowance for possible losses in collection of tradereceivables 474 32 - (20) 486 Year Ended January 31, 2021 Valuation allowance for deferred tax assets $15,937 $1,854 $- $(45) $17,746 Allowance for possible losses in collection of tradereceivables 407 72 (7) 2 474 (1) Uncollectible accounts charged off. (2) Trade receivable allowances primarily related to recoveries from accounts previously charged off and currency translation. Deferred tax assetvaluation allowance primarily related to amounts charged to other comprehensive income. 57 EXHIBIT INDEX The exhibits listed below are filed herewith except the exhibits described below as incorporated by reference. Exhibits not filed herewith areincorporated by reference to such exhibits filed by the Company under the location set forth under the caption "Description and Location"below. The Commission file number for the Company's Exchange Act filings referenced below is 001-32530.Exhibit No. Description and Location3.1 Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.3 toRegistration Statement No. 33-70298]3.2 Certificate of Amendment to Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated byreference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 20, 2017]3.3 Fifth Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. [Incorporated by reference toExhibit 3.2 to the Company's Current Report on Form 8-K filed on May 6, 2019]4 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934[Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the fiscal year endedJanuary 31, 2020 filed on April 21, 2020]10.1 Form of Directors and Officers Indemnification Agreement [Incorporated by reference to Exhibit 10.1 to theCompany's Annual Report on Form 10-K for the fiscal year ended January 31, 2006 filed on May 15, 2006] *10.2 MFRI 2004 Stock Incentive Plan [Incorporated by reference to Exhibit 10(e) to the Company's Annual Report onForm 10-K/A for the fiscal year ended January 31, 2004 filed on June 1, 2004] *10.3 2009 Non-Employee Directors Stock Option Plan [Incorporated by reference to Exhibit 10(k) to the Company'sAnnual Report on Form 10-K for the fiscal year ended January 31, 2010 filed on April 19, 2010]*10.4 2013 Omnibus Stock Incentive Plan as Amended June 14, 2013 [Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed on June 17, 2013] *10.5 Executive Employment Agreement with David J. Mansfield dated October 19, 2016 [Incorporated by reference toExhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 13, 2016]*10.6 2017 Omnibus Stock Incentive Plan as Amended June 13, 2017 [Incorporated by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q filed on September 19, 2017] *10.7 Form of Restricted Stock Unit Agreement under the 2017 Omnibus Stock Incentive Plan as Amended June 13, 2017[Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q filed on September 11,2018]*10.8 Revolving Credit and Security Agreement, dated September 20, 2018, by and among the Company, PNC Bank,National Association, and the other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company'sCurrent Report on Form 8-K filed on September 24, 2018]10.9 Second Amendment and Waiver to Revolving Credit and Security Agreement, dated September 17, 2021, by andamong the Company, PNC Bank, National Association, and other parties thereto [Incorporated by reference toExhibit 10.1 to the Company's Current Report on Form 8-K filed on September 21, 2021]10.10 Executive Employment Agreement, dated October 1, 2018, by and between the Company and D. Bryan Norwood[Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 1, 2018]*10.11 Form of Restricted Stock Agreement under the 2017 Omnibus Stock Incentive Plan as Amended June 13,2017 [Incorporated by reference to Exhibit 10(z) to the Company's Annual Report on Form 10-K for the fiscal yearended January 31, 2020 filed on April 21, 2020]*10.12 Executive Employment Agreement, dated January 31, 2020 by and between the Company and WayneBosch [Incorporated by reference to Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the fiscal yearended January 31, 2020 filed on April 21, 2020]* 10.13 Form of Restricted Stock and Performance Award Agreement under the 2017 Omnibus Stock Incentive Plan asAmended June 13, 2017*10.14 Perma-Pipe International Holdings, Inc. 2021 Omnibus Stock Incentive Plan [Incorporated by reference to AppendixA to the Company's Definitive Proxy Statement on Schedule 14A filed on April 16, 2021]*10.15 Real Estate Purchase and Sale Agreement with Escrow Instructions dated January 22, 2021, between the Companyand Winkler [Incorporated by reference to to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed onApril 22, 2021] 58 10.16 First Amendment to Real Estate Purchase and Sale Agreement with Escrow Instructions dated February 23, 2021, between theCompany and Winkler [Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on April 22,2021]10.17 Second Amendment to Real Estate Purchase and Sale Agreement with Escrow Instructions dated April 12, 2021, between theCompany and Nash88 [Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K/A filed on April 22,2021]10.18 Lease dated March 15, 2021, between the Company and Nash88 [Incorporated by reference to Exhibit 10.4 to the Company'sCurrent Report on Form 8-K/A filed on April 22, 2021]10.19 Executive Employment Agreement, dated July 26, 2021, by and between the Company and Grant Dewbre [Incorporated byreference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 31, 2021 filed on September 8,2021]*10.20 Form of Restricted Stock and Performance Award Agreement under the 2021 Omnibus Stock Incentive Plan*10.21 Form of Non-Employee Director Restricted Stock Unit Agreement under the 2021 Omnibus Stock Incentive Plan*10.22 Form of Employee Restricted Stock Unit Agreement under the 2021 Omnibus Stock Incentive Plan*14 Code of Conduct [Incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K/A for the fiscal yearended January 31, 2004 filed on June 1, 2004]21 Subsidiaries of Perma-Pipe International Holdings, Inc.23 Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP24 Power of Attorney executed by directors and officers of the Company31 Rule 13a - 14(a)/15d - 14(a) Certifications(1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232 Section 1350 Certifications(1) Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS Inline XBRL Instance101.SCH Inline XBRL Taxonomy Extension Schema101.CAL Inline XBRL Taxonomy Extension Calculation101.DEF Inline XBRL Taxonomy Extension Definition101.LAB Inline XBRL Taxonomy Extension Labels101.PRE Inline XBRL Taxonomy Extension Presentation104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)*Management contracts and compensatory plans or agreements 59 Item 16. FORM 10-K SUMMARY - None. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned thereunto duly authorized. Perma-Pipe International Holdings, Inc. Date: April 19, 2022/s/ David J. Mansfield David J. Mansfield Director, President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the date indicated. DAVID J. MANSFIELD Director, President and Chief Executive Officer (Principal Executive Officer)) ) D. BRYAN NORWOOD* Vice President and Chief Financial Officer (Principal Financial andAccounting Officer))April 19, 2022 ) DAVID S. BARRIE* Director and Chairman of the Board of Directors CYNTHIA BOITER* Director) DAVID B. BROWN* Director) ROBERT MCNALLY* Director) JEROME T. WALKER* Director *By:/s/ David J. Mansfield Individually and as Attorney in Fact David J. Mansfield 61Exhibit 10.20 _____ PPIH LONG-TERM INCENTIVE PROGRAM RESTRICTED STOCK UNIT AND PERFORMANCE AWARD GRANT RESTRICTED STOCK UNIT AND PERFORMANCE AWARD AGREEMENTUNDER THE2021 OMNIBUS STOCK INCENTIVE PLAN GRANTEE: __________ NO. OF RESTRICTED STOCK UNITS: ____________ This Agreement (the “Agreement”) evidences the award of (i) ___________ restricted stock units of Common Stock (each, a“RSU” and, collectively, the “RSUs”) subject to a vesting schedule, and (ii) a performance award (the “Performance Award”) relating to theperformance period of the Company’s fiscal years ____-______ (the “Performance Period”) with a target dollar amount of $_________ (the“Target Amount”), that Perma-Pipe International Holdings, Inc., a Delaware corporation (the “Company”), has granted to you,________________, effective as of ____________ (the “Grant Date”), pursuant to the 2021 Omnibus Stock Incentive Plan (the “Plan”)and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into thisAgreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Terminology. Unless otherwise provided in this Agreement, capitalized words used herein are defined in the Glossary at the endof this Agreement, or, if no definition is provided in this Agreement or the Glossary, such capitalized words shall have the same definitions asin the Plan. 2. Vesting of Restricted Stock Units. (a) All of the RSUs are nonvested and forfeitable as of the Grant Date. (b) So long as your Service is continuous from the Grant Date through the applicable date upon which vesting isscheduled to occur, ■_____ of the RSUs will vest and become nonforfeitable on ______ (the “First Vesting Date”), ■_____ of the RSUs will vest and become nonforfeitable on ______ (the “Second Vesting Date”), ■_____ of the RSUs will vest and become nonforfeitable on _____ (the “Third Vesting Date” and, together with theFirst Vesting Date and the Second Vesting Date, the “Vesting Dates”). (c) Notwithstanding Section 2(b), one hundred percent of the RSUs will become vested and nonforfeitable as ofimmediately before and contingent upon the occurrence of a Change in Control, so long as your Service is continuous from the Grant Date,through the date of the Change in Control. In addition, if you are in Retirement (as defined below) then, upon a Change in Control, any RSUsthat had remained eligible for vesting following your Retirement, but that have not yet become vested, shall be vested and nonforfeitable asof immediately before and contingent upon the occurrence of such Change in Control. “Retirement” shall mean the effective date of yourresignation or other termination of employment after your attainment of age 55 and at least 5 years of service (or such shorter period ofservice as may be determined by the Administrator); provided that, for a resignation to be treated as a Retirement, you must provide at least 6months’ advance written notice of such Retirement to the Company, and, for the avoidance of doubt, your Retirement will be effective uponyour actual retirement date rather than upon the date of such notice. You will continue working diligently to satisfy our business obligationsas well as assist the Company during a transition. The treatment of the RSUs upon Retirement is intended to recognize your contributions tothe Company prior to your Retirement and it is not intended to apply if you will continue working in the Company’s industry following yourRetirement. Therefore, as a condition of receiving the award set forth in this Agreement under the conditions of Retirement, you will berequired to enter into and comply with an extension of your current Confidentiality Agreement and Non-Solicitation/Non-CompetitionAgreement term for three years following the effective date of your retirement. 3. Terms of Performance Award. The Performance Award entitles you, subject to Section 4 and the other terms and conditions ofthis Agreement, to receive (a) a cash payment equal to ______ of ______ percent of the Target Amount (the “Threshold Amount”) on eachVesting Date (each, an “Annual Payment”) and (b) an additional cash amount, payable on the Third Vesting Date equal to (i) the excess, ifany, of the percentage of the Target Amount indicated below corresponding to the actual achievement of the performance goals set forthbelow (the “Performance Goals”) during the Performance Period over (ii) the sum of the Annual Payments. The additional amount payableshall be interpolated for performance between the specified levels and the sum of the Annual Payments shall not be less than eighty percentof the Target Amount. The Performance Goals and corresponding percentages of the Target Amount are the following: Fiscal YearsNet Income Threshold $(Payout = __% of Target Amount)Net Income Target $(Payout = __% of TargetAmount)Net Income Maximum $(Payout = __% of Target Amount)____-____[__][__][__] The Performance Goals and the Company’s achievement of the Performance Goals shall be calculated by the Company in its sole andabsolute discretion. Notwithstanding the foregoing, the Performance Award will be deemed earned and shall be paid as of immediately beforeand contingent upon the occurrence of a Change in Control, at the level indicated in the most recent forecast prepared by the Company, solong as your Service is continuous from the Grant Date through the date of the Change in Control. In addition, if you are in Retirement, then,upon a Change in Control, any portion of the Performance Award that had remained eligible to be paid following your Retirement, but that hasnot yet been paid, shall be paid as of immediately before and contingent upon the occurrence of such Change in Control in an amount basedon the performance level indicated in the most recent forecast prepared by the Company. 4. Effect of Termination of Employment or Service. (a) If your Service ceases by reason of your permanent disability (as defined in Section 22(e)(3) of the Code), then theRSUs that would have vested on the schedule set forth in Section 2(b), and the portion of the Performance Award that would have been paidon the schedule set forth in Section 3, if your Service had continued through the one-year anniversary of your date of disability shall, in thecase of the RSUs, become nonforfeitable and shall be released to you on the date such RSUs would have vested as set forth in Section 2(b),and in the case of the Performance Award, be paid to you on the date such amount would have been paid as set forth in Section 3 but in anamount based on the performance level indicated in the most recent forecast prepared by the Company, if your Service had been continuousthrough the one year anniversary of your date of disability, and any RSUs or portion of your Performance Award that do not vest inaccordance with this subsection shall be forfeited; provided, however, if the Company (or an Affiliate) reasonably determines following yourtermination due to disability that you could have been terminated for Cause had all the facts been known to the Company (or an Affiliate) atthe time of your disability, then you shall forfeit all rights with respect to any unvested RSUs and any unpaid Performance Award. (b) If your Service ceases by reason of your Retirement, by reason of your termination without Cause when you had metthe age and service requirements for Retirement or by reason of your death, then: (i) If your RSUs and Performance Award were granted prior to the 12-month period ending on the effective dateof your Retirement or death, (A) one hundred percent of the RSUs will continue to vest and become nonforfeitable as set forth in Section2(b), and (B) your Performance Award will be paid as set forth in Section 3, as though your Service was continuous, except that, in the case ofyour Performance Award, the amount of the payment shall be based on the performance level indicated in the most recent forecast preparedby the Company rather than _______ percent, or (ii) If your RSUs and Performance Award were granted in the 12-month period ending on the effective date ofyour Retirement or death, a pro rata amount of the first tranche of your RSUs and your Performance Award (based on the number of daysbetween the grant date and your Retirement divided by 365) will continue to vest and become nonforfeitable as set forth in Section 2(b), inthe case of RSUs, and will be paid as set forth in Section 3, in the case of your Performance Award, as though your Service was continuous,except that the amount of the payment with respect to your Performance Award shall be based on the performance level indicated in the mostrecent forecast prepared by the Company. Any portion of the Award that does not remain eligible for continued vesting or to be deemed earned upon the cessation of your Serviceshall be immediately forfeited. If you die following your separation under this Section 4(b), then your estate will receive any RSUs andPerformance Awards that would have continued to vest in accordance with the foregoing. (c) Notwithstanding the foregoing, if: (i) You work in the Company’s industry or with a competitor of the Company (in each case as determined by theCompany in its sole and absolute discretion) during the three years following the effective date of your Retirement or (ii) The Company (or an Affiliate) reasonably determines following your Retirement that you could have beenterminated for Cause had all the facts been known to the Company (or an Affiliate) at the time of your Retirement, then you shall forfeit any unearned RSUs and unpaid Performance Award amounts and be required to repay in cash the gross amount of anyRSUs that vested or Performance Award amounts that were paid to you under this Agreement in connection with or following the effectivedate of your Retirement. In the case of RSUs, the amount required to be repaid shall be the Fair Market Value of such RSUs at the time such RSUs became vested andnonforfeitable, provided that you may, rather than paying cash, repay a number of shares of Common Stock equal to the number of RSUs thatbecame vested and nonforfeitable. (d) If your Service ceases for any reason except as otherwise specified above, all RSUs that are not then vested, and anyportion of your Performance Award that has not been earned, will be immediately forfeited by you. Except as otherwise specified above,unless otherwise determined by the Administrator in its sole discretion, none of the RSUs, and no portion of the Performance Award, will vestafter your Service ceases. 5. Restrictions on Transfer. (a) Prior to vesting, your RSUs may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way(whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution,attachment or similar process. Any attempt to transfer your RSUs that is in violation of this Section 5(a) shall be wholly ineffective and, if anysuch attempt is made, the Company may cause you to immediately forfeit any unvested RSUs without any payment or consideration by theCompany. The Company is authorized to take appropriate measures to prevent any such transfer, including, but not limited to, having itsTransfer Agent hold all unvested shares in a designated nominee account until vesting and maintaining stop transfer instructions in regard tosuch RSUs, or placing appropriate legends on any certificates that are issued with respect to the RSUs. (b) You hereby represent and warrant to the Company as follows: (i) You will hold any Shares received under this Agreement for your own account for investment only and not with aview to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act. (ii) You understand that the Company may, in its discretion, continue to impose restrictions on the sale, pledge or othertransfer of your Shares after they vest (including the placement of appropriate legends on stock certificates and the issue of stop transferinstructions to theCompany’s Transfer Agents) if, in the judgment of the Company, such restrictions are necessary or desirable to complywith the Securities Act, the securities laws of any State or any other law. (iii) You are aware that your investment in the Company is a speculative investment that has limited liquidity and issubject to the risk of complete loss. (c) Any attempt to dispose of the Shares received under this Agreement in contravention of the restrictions set forth inthis Section 5 shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Shares that havebeen sold or transferred in contravention of this Agreement or (ii) treat as the owner of the Shares, or otherwise accord voting, dividend, orliquidation rights to any transferee to whom the Shares have been transferred in contravention of this Agreement. 6. Stockholder Rights. You are considered the record owner of the RSUs immediately upon the Grant Date; however, you shall notbe entitled to vote such Shares and you shall authorize and, by this Agreement, provide an irrevocable proxy coupled with an interest to theCompany to vote such shares in its discretion until they are vested. Any cash dividends will accrue and be paid to you at the same time, andto the same extent, that the RSUs vest, and any dividends paid in Shares or other securities shall be subject to the same vesting schedule,risk of forfeiture, and restrictions on transferability as the RSUs with respect to which they were paid. For clarity, if you forfeit any RSUs, thenyou will also forfeit any dividends or other distributions paid with respect to such RSUs. 7. Tax Withholding. (a) You hereby agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld,if any, which arise in connection with the grant, vesting or other event relating to the RSUs or in connection with the grant, vesting, earningor payment of the Performance Award. To enable the satisfaction of your tax withholding obligations with respect to the RSUs through thedelivery of proceeds from the sale of Shares that are issued under this Agreement on the market, you should execute Exhibit A to thisAgreement and return it to the Company by the deadline set forth therein; provided that such sale of Shares shall occur only if the Companyor its Affiliates do not satisfy applicable tax withholding obligations by withholding the issuance or delivery of Shares hereunder. If you havenot timely executed Exhibit A to this Agreement, then you shall, immediately upon notification of the amount of withholding taxes due, if any,in connection with the RSUs, pay to the Company in cash or by check the amount necessary to satisfy any withholding obligations. TheCompany (and its Affiliates) shall also have the right to deduct from any compensation or any other payment of any kind due you (includingwithholding the issuance or delivery of Shares hereunder) the amount of any federal, state, local or foreign taxes required by law to bewithheld in connection with this Agreement; provided, however, that the value of the Shares withheld or redeemed for taxes may not exceedthe maximum statutory rate associated with the transaction with respect to which Shares are being withheld or redeemed to the extentnecessary for the Company to avoid an accounting charge. (b) You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your ownadvisors regarding the tax consequences of this Award. You may not rely on the Company, its Affiliates, or any of their officers, directors oremployees for tax or legal advice regarding this Award. You acknowledge that you have sought tax and legal advice from your own advisorsregarding this Award or have voluntarily and knowingly foregone such consultation. 8. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock splitaffecting, the Common Stock, the number of outstanding RSUs shall, without further action of the Administrator, be adjusted to reflect suchevent. The Administrator shall make adjustments, in its discretion, to address the treatment of fractional RSUs with respect to the Award as aresult of the stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuance of fractionalShares. Adjustments under this Section 8 will be made by the Administrator, whose determination as to what adjustments, if any, will be madeand the extent thereof will be final, binding and conclusive. (b) Non-Change in Control Transactions. Upon any change affecting the Common Stock, the Company or itscapitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any suchchange that is part of a transaction resulting in a Change in Control, the Administrator shall make any adjustments with respect to the Awardas the Administrator determines to be appropriate and equitable. The Administrator’s determination as to what adjustments, if any, will bemade and the extent thereof will be final, binding and conclusive. (c) Unusual or Nonrecurring Events. The Administrator shall make, in its discretion, adjustments in the terms andconditions of, and the criteria included in, the Award in recognition of unusual or nonrecurring events affecting the Company, or the financialstatements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever theAdministrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan. The Administrator may make, in its discretion, adjustments in the terms and conditionsof, and the criteria included in, the Performance Award in recognition of unusual, unanticipated or nonrecurring events affecting theCompany, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles,whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan. (d) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to anyadditional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the RSUs, to the same extent as theRSUs with respect to which such additional and/or substitute securities are distributed, whether as a result of any spin-off, stock split-up,stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, except as otherwisedetermined by the Administrator. If the RSUs are converted into or exchanged for, or stockholders of the Company receive by reason of anydistribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, orother property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor,and this Agreement shall apply to the securities or other property (including cash) received upon such conversion, exchange or distributionin the same manner and to the same extent as the RSUs. 9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter your at-will or otheremployment status or other service relationship with the Company (or an Affiliate), nor be construed as a contract of employment or servicerelationship between the Company (or an Affiliate) and you, or as a contractual right of you to continue in the employ of, or in a servicerelationship with, the Company (or an Affiliate) for any period of time, or as a limitation of the right of the Company (or an Affiliate) todischarge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any RSUs or all orany portion of the Performance Award or any other adverse effect on your interests under the Plan. 10. The Company’s Rights. The existence of this Award or the RSUs shall not affect in any way the right or power of the Companyor its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks withpreference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of theCompany, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether ofa similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall besufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of theCompany, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive officeor, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism asmay be available to the parties. 12. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the RSUs and thePerformance Award granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or othercommunications made prior to the execution of this Agreement with respect to the RSUs or the Performance Award granted hereunder shallbe void and ineffective for all purposes. In the event a court of competent jurisdiction deems any provision hereof to be unreasonable, void,or unenforceable, such provision(s) shall be deemed severed from the remainder of the Agreement, which shall continue in all other respectsto be valid and enforceable. It is the intent of the parties that any such provision(s) of this Agreement declared void, unreasonable, orunenforceable shall be deemed by a court of competent jurisdiction revised to the minimum amount necessary in order to be valid andenforceable. 13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, thatthis Agreement may not be modified in a manner that would have a material adverse effect on your rights with respect to the RSUs or thePerformance Award as determined in the discretion of the Administrator, except as otherwise provided in (a) Section 8 of this Agreement, (b)the Plan or (c) a written document signed by each of the parties hereto. 14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of,the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of anyambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to youwith this Agreement. 15. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by theAdministrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement,shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning theapplicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring any action arising under, as aresult of, pursuant to or relating to, this Agreement in any court other than a federal or state court in the districts which include Niles, Illinois,and you hereby agree and submit to the personal jurisdiction of any federal court located in the district which includes Niles, Illinois or anystate court in the district which includes Niles, Illinois. You further agree that you will not deny or attempt to defeat such personal jurisdictionor object to venue by motion or other request for leave from any such court. 16. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, thisAgreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination orany other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the termsof this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal actionarising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before theAdministrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as aresult of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to thisAgreement more than twenty-four (24) months after the Administrator’s decision. 17. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed to be an original, but all ofwhich taken together constitute one and the same Agreement and shall become effective when all counterparts have been executed by eachof the parties hereto and delivered to the other. Facsimile and other electronic transmissions (including in portable document format) of anyoriginally executed document (including this Agreement) shall be deemed to be the same as a delivered, executed original. 19. Electronic Delivery of Documents. By your signing this Agreement, you (i) consent to the electronic delivery of thisAgreement, all information with respect to the Plan and the RSUs and any reports of the Company provided generally to the Company’sstockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost toyou by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronicdelivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and(iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents. 20. No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: (i) the grant of the RSUs and thePerformance Award is a one-time benefit which does not create any contractual or other right to receive future grants of stock, orcompensation in lieu of stock grants, even if stock grants have been granted repeatedly in the past; (ii) all determinations with respect to anysuch future grants, including, but not limited to, the times when stock grants shall be granted, the maximum number of Shares subject to eachstock grant, and the times or conditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of theAdministrator; (iii) the value of this stock grant is an extraordinary item of compensation which is outside the scope of your employmentcontract, if any; (iv) the value of this stock grant is not part of normal or expected compensation or salary for any purpose, including, but notlimited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; (v) the vesting of RSUs ceases upon termination of employment with the Company or transferof employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in thisAgreement; (vi) the Company does not guarantee any future value of these RSUs; and (vii) no claim or entitlement to compensation ordamages arises if these RSUs do not increase in value and you irrevocably release the Company from any such claim that does arise. 21. Personal Data. For purposes of the implementation, administration and management of this Award or the effectuation of anyacquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation,dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “CorporateTransaction”), you consent, by execution of this Agreement, to the collection, receipt, use, retention and transfer, in electronic or other form,of your personal data by and among the Company and its third party vendors or any potential party to a potential Corporate Transaction. Youunderstand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status,social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes andShares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration andmanagement of the stock grant or the effectuation of a Corporate Transaction and you expressly authorize such transfer as well as theretention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in yourcountry or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. Youunderstand that data will be held only as long as is necessary to implement, administer and manage the stock grant or effect a CorporateTransaction. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personaldata, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuseor withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, thatrefusing or withdrawing your consent may affect your ability to accept a stock grant. 22. Consideration for Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnishconsideration in the form of cash or cash equivalents equal to the par value of the Shares issued to you hereunder, and you hereby authorizethe Company to withhold such amount from remuneration otherwise due you from the Company. 23. Recoupment. The RSUs and the Performance Award are subject to recoupment in accordance with the Dodd-Frank Wall StreetReform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and anycompensation recovery policy or practice otherwise required by applicable law. GLOSSARY (a)“ Administrator” means the Board of Directors of Perma-Pipe International Holdings, Inc. and/or thecommittee(s) or officer(s) appointed by the Board that have authority to administer the Plan. (b)“ Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is undercommon control with the Company (including but not limited to joint ventures, limited liability companies and partnerships). For this purpose,“control” shall mean ownership of 25% or more of the total combined voting power or value of all classes of stock or interests of the entity, orthe power to direct the management and policies of the entity, by contract or otherwise. (c)“ Cause” means termination in whole or substantial part, for gross negligence or willful misconduct in theexecution of your duties, for conviction of, or entry of a plea of guilty or nolo contendere to, any felony or any act of fraud, embezzlement,misappropriation, or a crime involving moral turpitude, or for commission of any act which causes or may reasonably be expected to causesubstantial damage to the Company (d)“ Company” means Perma-Pipe International Holdings, Inc. (e)“ Securities Act” means the Securities Act of 1933, as amended. (f)“ Service” means your employment or other service relationship with the Company and its Affiliates. YourService will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger or other corporatetransaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not Perma-PipeInternational Holdings, Inc. or its successor, or an Affiliate of Perma-Pipe International Holdings, Inc. or its successor. (g)“ You”; “Your”; “Employee”, means the recipient of this Award as reflected in the first paragraph of thisAgreement. Whenever the word “Employee”, “you” or “your” is used in any provision of this Agreement under circumstances where theprovision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary towhom the RSUs or this Award may be transferred by will or by the laws of descent and distribution, the words “Employee”, “you” and“your” shall be deemed to include such person. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer. Perma-Pipe International Holdings, Inc.By: Date: The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of theprovisions set forth herein. The undersigned also consents to electronic delivery of all notices or other information with respect to thisAward or the Company.WITNESS: GRANTEEDate: Exhibit A Standing Order Election By executing this Irrevocable Standing Order Election (this “Standing Order”), I wish to notify the Company of my election to satisfy anywithholding taxes due in connection with each and every vesting date for the RSUs by applying proceeds from a market sale of Companysecurities issuable as a result of such vesting date, except to the extent the Company satisfies such withholding taxes by withholdingCompany securities otherwise issuable as a result of such vesting date. I understand that if I do not execute this Standing Order, then theCompany will require that I pay my withholding obligations by cash or check, or the Company will deduct the amount of any withholdingobligations from other payments due to me. IMPORTANT NOTES:● You may not enter into this Standing Order if you are in possession of material non-public information. If you are in possessionof material non-public information, then you must wait to complete this Standing Order until such time as you no longer possessmaterial non-public information.● No sales may be made pursuant to this Standing Order for 30 calendar days following its execution. To ensure that you cansatisfy your withholding obligations by selling Shares in the market, you should return this form to the Company as soon aspossible, but in no event later than 30 days before the first vesting date of your RSUs listed in the Agreement. By signing below, I understand that I am agreeing to the following provisions: 1. I am executing this Standing Order to authorize the Company and any broker the Company designates (the “Broker”) to take theactions described in this Paragraph 1. I authorize the Company to transfer any Shares issued to me in connection with my award of RSUs tothe Broker to be held in an account for my benefit (the “Brokerage Account”), and I irrevocably authorize the Broker to sell, at the marketprice and on the date the RSUs vest for tax purposes (or, if all or a portion of the sale cannot be completed on such date because ofinsufficient demand or a market disruption, then on the next following business day on which the sale can be made) the number of Sharesnecessary to obtain proceeds sufficient to satisfy the amount of any withholding obligations associated with my RSUs indicated by theCompany to the Broker. I understand and agree that the number of Shares that the Broker will sell will be based on the Company’s estimate (orBroker’s estimate if it provides such service) of the Shares required to satisfy the withholding obligations, using the closing price of a Shareof the Company’s common stock on the trading day immediately prior to the vesting date (or such other date as any withholding obligationsbecome due). I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection withthe sale of the Shares pursuant to this Standing Order. 2. I agree that the proceeds received from the sale of Shares pursuant to Paragraph 1 will be used to satisfy any withholdingobligations associated with my RSUs and, accordingly, I hereby authorize the Broker to pay such proceeds to the Company for such purpose.I understand that, to the extent that the proceeds obtained by such sale exceed the amount necessary to satisfy the withholding obligations,such excess proceeds shall be deposited into the Brokerage Account and, if a shortfall occurs, the Broker may sell additional Shares held inmy Brokerage Account, the Company may deduct any remaining withholding obligations from any compensation or other payment of anykind due to me, or the Company may require that I pay any remaining withholding obligations to by cash or check. I further understand thatany Shares that are not sold to satisfy withholding obligations will remain deposited in the Brokerage Account. 3. I have reviewed with my own tax advisors the federal, state, local and foreign tax consequences of this grant and the actionscontemplated by the Agreement and this Standing Order. I am relying solely on such advisors and not on any statements or representationsof the Company or any of its agents. I understand that I (and not the Company) will be responsible for my own tax liability that may arise as aresult of this Standing Order. 4. I represent to the Company that, as of the date hereof, (i) I am not aware of any material nonpublic information about theCompany or its Common Stock, (ii) the Company is not in a black out period (as defined in the Company’s Insider Trading Policy), (iii) saleswill not be commenced within 30 calendar days of adoption of this Standing Order, (iv) I am not subject to any legal, regulatory or contractualrestriction or undertaking that would prevent the sales of Shares contemplated by this Standing Order, and (v) I am entering into thisStanding Order in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. The Company and I havestructured this Agreement to comply with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934, asamended, under Rule 10b5-1(c)(1) issued under such Act, and this Standing Order shall be interpreted to comply with such requirements. IN WITNESS WHEREOF, the parties hereto have executed this Standing Order as of the last date indicated below. Date: Perma-Pipe International Holdings, Inc.By: Date: GRANTEE Exhibit 10.21 ____ PPIH NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM RESTRICTED STOCK UNIT GRANT RESTRICTED STOCK UNIT AGREEMENTUNDER THE2021 OMNIBUS STOCK INCENTIVE PLAN GRANTEE: NO. OF RESTRICTED STOCK UNITS: DOLLAR AMOUNT OF GRANT: CLOSING PRICE ON GRANT DATE: GRANT DATE: This Agreement (the “Agreement”) evidences the award of the number of restricted stock units (each, an “RSU,” and collectively,the “RSUs”), each entitling the grantee to receive one share of Common Stock (a “Share”) subject to a vesting schedule, that Perma-PipeInternational Holdings, Inc., a Delaware corporation (the “Company”), has granted to the grantee set forth above (“Grantee” or “you”),effective as of the grant date set forth above (the “Grant Date”), pursuant to the 2021 Omnibus Stock Incentive Plan (the “Plan”) andconditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into thisAgreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Terminology. Unless otherwise provided in this Agreement, capitalized words used herein are defined in the Glossary at the endof this Agreement, or, if no definition is provided in this Agreement or the Glossary, such capitalized words shall have the same definitions asin the Plan. 2. Vesting and Settlement of Restricted Stock Units. (a) All of the RSUs are nonvested and forfeitable as of the Grant Date. (b) All of the RSUs will vest and become nonforfeitable on the _____ anniversary of the Grant Date (the “Vesting Date”),so long as your Service is continuous from the Grant Date through the Vesting Date. (c) Notwithstanding Section 2(b), one hundred percent of the RSUs will become vested and nonforfeitable as ofimmediately before and contingent upon the occurrence of a Change in Control, so long as your Service is continuous from the Grant Date,through the date of the Change in Control. (d) If your Service ceases for any reason prior to the Vesting Date, then _________ all of the unvested RSUs will becomenonforfeitable and vest on the Vesting Date. (e) The number of RSUs indicated in Section 2(b) will be settled by payment of one Share per vested RSU on or withintwo and one-half months after the Vesting Date; provided that all of the then-vested RSUs will be settled by payment of one Share per vestedRSU upon an earlier Change in Control. 3. Restrictions on Transfer. (a) Your RSUs may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether byoperation of law or otherwise) (a “Transfer”), except by will or the laws of descent and distribution, and shall not be subject to execution,attachment or similar process. Any attempt to Transfer your RSUs that is in violation of this Section 3(a) shall be wholly ineffective and, ifany such attempt is made, the Company may cause you to immediately forfeit any unvested RSUs without any payment or consideration bythe Company. The Company is authorized to take appropriate measures to prevent any such Transfer, including, but not limited to, placingappropriate legends on any certificates that are issued with respect to the RSUs. (b) You hereby represent and warrant to the Company as follows: (i) You will hold any Shares received under this Agreement for your own account for investment only and notwith a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act. (ii) You understand that the Company may, in its discretion, continue to impose restrictions on the Transfer ofyour Shares after they vest (including the placement of appropriate legends on stock certificates and the issue of stop transfer instructions tothe Company’s Transfer Agents) if, in the judgment of the Company, such restrictions are necessary or desirable to comply with theSecurities Act, the securities laws of any State or any other law. (iii) You are aware that your investment in the Company is a speculative investment that has limited liquidity andis subject to the risk of complete loss. (c) Any attempt to Transfer the Shares received under this Agreement in contravention of the restrictions set forth in thisSection 3 shall be null and void and without effect. The Company shall not be required to (i) Transfer on its books any Shares that have beenTransferred in contravention of this Agreement or (ii) treat as the owner of the Shares, or otherwise accord voting, dividend, or liquidationrights to any transferee to whom the Shares have been Transferred in contravention of this Agreement. 4. Stockholder Rights. You are not considered the record owner of the Shares subject to the RSUs until such Shares are issuedfollowing vesting and you shall not be entitled to any of the rights of a shareholder of the Company including, without limitation, the right tovote such Shares and receive all dividends or other distributions paid with respect to such Shares, until such Shares are issued to you.Notwithstanding the foregoing, if any cash dividends or other distributions are paid with respect to the Shares before Shares are issued insettlement of RSUs, then dividend equivalents or other distribution equivalents will be credited with respect to your RSUs and will be subjectto the same terms and conditions, and shall be paid at the time as, the RSUs to which they relate. For clarity, if you forfeit any RSUs, then youwill also forfeit any dividend equivalents or other distribution equivalents credited with respect to dividends on the Shares subject to suchRSUs. 5. Taxes. (a) You hereby agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld,if any, which arise in connection with the grant, vesting or other event relating to the RSUs or the Shares. If taxes are required to be withheld,then the Company may require you to, immediately upon notification of the amount of withholding taxes due, if any, pay to the Company incash or by check the amount necessary to satisfy any withholding obligations. The Company (and its Affiliates) shall also have the right todeduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of Shareshereunder) the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the grant, vesting or otherevent with respect to the RSUs in whole or in part; provided, however, that the value of the Shares withheld or redeemed may not exceed themaximum statutory rate associated with the transaction to the extent necessary for the Company to avoid an accounting charge. (b) You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your ownadvisors regarding the tax consequences of this Award. You may not rely on the Company, its Affiliates, or any of their officers, directors oremployees for tax or legal advice regarding this Award. You acknowledge that you have sought tax and legal advice from your own advisorsregarding this Award or have voluntarily and knowingly foregone such consultation. 6. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock splitaffecting, the Common Stock, the number of RSUs shall, without further action of the Administrator, be adjusted to reflect such event. TheAdministrator shall make adjustments, in its discretion, to address the treatment of fractional RSUs with respect to the Award as a result ofthe stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuance of fractional Shares.Adjustments under this Section 6 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and theextent thereof will be final, binding and conclusive. (b) Non-Change in Control Transactions. Upon any change affecting the Common Stock, the Company or itscapitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any suchchange that is part of a transaction resulting in a Change in Control, the Administrator shall make any adjustments with respect to the Awardas the Administrator determines to be appropriate and equitable. The Administrator’s determination as to what adjustments, if any, will bemade and the extent thereof will be final, binding and conclusive. (c) Unusual or Nonrecurring Events. The Administrator shall make, in its discretion, adjustments in the terms andconditions of, and the criteria included in, the Award in recognition of unusual or nonrecurring events affecting the Company, or the financialstatements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever theAdministrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan. (d) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to anyadditional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the RSUs or the Shares, to thesame extent as the RSUs or Shares with respect to which such additional and/or substitute securities are distributed, whether as a result ofany spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event,except as otherwise determined by the Administrator. If the RSUs or Shares are converted into or exchanged for, or stockholders of theCompany receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of itsassets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to thebenefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon suchconversion, exchange or distribution in the same manner and to the same extent as the RSUs or Shares. 7. Non-Guarantee of Service Relationship. Nothing in the Plan or this Agreement shall alter your service relationship with theCompany (or an Affiliate), nor be construed as a contract of your service relationship between the Company (or an Affiliate) and you, or as acontractual right of you to continue in a service relationship with the Company (or an Affiliate) for any period of time, or as a limitation of theright of the Company (or an Affiliate) to discharge you at any time with or without cause or notice and whether or not such discharge resultsin the forfeiture of any RSUs or any other adverse effect on your interests under the Plan. 8. The Company’s Rights. The existence of the RSUs shall not affect in any way the right or power of the Company or itsstockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks withpreference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of theCompany, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether ofa similar character or otherwise. 9. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall besufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of theCompany, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive officeor, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism asmay be available to the parties. 10. Entire Agreement. This Agreement (together with the Plan contains the entire agreement between the parties with respect tothe RSUs granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communicationsmade prior to the execution of this Agreement with respect to the RSUs granted hereunder shall be void and ineffective for all purposes. Inthe event a court of competent jurisdiction deems any provision hereof to be unreasonable, void, or unenforceable, such provision(s) shall bedeemed severed from the remainder of the Agreement, which shall continue in all other respects to be valid and enforceable. It is the intent ofthe parties that any such provision(s) of this Agreement declared void, unreasonable, or unenforceable shall be deemed by a court ofcompetent jurisdiction revised to the minimum amount necessary in order to be valid and enforceable. 11. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, thatthis Agreement may not be modified in a manner that would have a material adverse effect on your rights with respect to the RSUs asdetermined in the discretion of the Administrator, except as otherwise provided in (a) Section 6 of this Agreement, (b) the Plan or (c) a writtendocument signed by each of the parties hereto. 12. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of,the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of anyambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to youwith this Agreement. 13. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by theAdministrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement,shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning theapplicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring any action arising under, as aresult of, pursuant to or relating to, this Agreement in any court other than a federal or state court in the districts which include Niles, Illinois,and you hereby agree and submit to the personal jurisdiction of any federal court located in the district which includes Niles, Illinois or anystate court in the district which includes Niles, Illinois. You further agree that you will not deny or attempt to defeat such personal jurisdictionor object to venue by motion or other request for leave from any such court. 14. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, thisAgreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination orany other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the termsof this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal actionarising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before theAdministrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as aresult of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to thisAgreement more than twenty-four (24) months after the Administrator’s decision. 15. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement. 16. Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed to be an original, but all ofwhich taken together constitute one and the same Agreement and shall become effective when all counterparts have been executed by eachof the parties hereto and delivered to the other. Facsimile and other electronic transmissions (including in portable document format) of anyoriginally executed document (including this Agreement) shall be deemed to be the same as a delivered, executed original. 17. Electronic Delivery of Documents. By your signing this Agreement, you (i) consent to the electronic delivery of thisAgreement, all information with respect to the Plan and the RSUs and any reports of the Company provided generally to the Company’sstockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost toyou by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronicdelivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and(iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents. 18. No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: (i) the grant of these RSUs is a one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stock grants,even if stock grants have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including, but notlimited to, the times when stock grants shall be granted, the maximum number of Shares subject to each stock grant, and the times orconditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator; (iii) the vesting ofRSUs ceases upon termination of service with the Company, or other cessation of eligibility for any reason, except as may otherwise beexplicitly provided in this Agreement; (iv) the Company does not guarantee any future value of these RSUs or the Shares; and (v) no claim orentitlement to compensation or damages arises if these RSUs or the Shares do not increase in value and you irrevocably release the Companyfrom any such claim that does arise. 19. Personal Data. For purposes of the implementation, administration and management of this Award or the effectuation of anyacquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation,dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “CorporateTransaction”), you consent, by execution of this Agreement, to the collection, receipt, use, retention and transfer, in electronic or other form,of your personal data by and among the Company and its third party vendors or any potential party to a potential Corporate Transaction. Youunderstand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status,social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes andShares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration andmanagement of the stock grant or the effectuation of a Corporate Transaction and you expressly authorize such transfer as well as theretention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in yourcountry or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. Youunderstand that data will be held only as long as is necessary to implement, administer and manage the stock grant or effect a CorporateTransaction. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personaldata, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuseor withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, thatrefusing or withdrawing your consent may affect your ability to accept a stock grant. 20. Consideration for Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnishconsideration in the form of cash or cash equivalents equal to the par value of the Shares issued to you hereunder, and you hereby authorizethe Company to withhold such amount from remuneration otherwise due you from the Company. 21. Recoupment. The RSUs and the Shares are subject to recoupment in accordance with the Dodd-Frank Wall Street Reform andConsumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and anycompensation recovery policy or practice otherwise required by applicable law. GLOSSARY (a)“ Administrator” means the Board of Directors of Perma-Pipe International Holdings, Inc. and/or thecommittee(s) or officer(s) appointed by the Board that have authority to administer the Plan. (b)“ Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is undercommon control with the Company (including but not limited to joint ventures, limited liability companies and partnerships). For this purpose,“control” shall mean ownership of 25% or more of the total combined voting power or value of all classes of stock or interests of the entity, orthe power to direct the management and policies of the entity, by contract or otherwise. (c) “Company” means Perma-Pipe International Holdings, Inc. (d) “Securities Act” means the Securities Act of 1933, as amended. (e)“ Service” means your Board of Directors service relationship with the Company and its Affiliates. YourService will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger or other corporatetransaction, the trade, business or entity with which you have a service relationship is not Perma-Pipe International Holdings, Inc. or itssuccessor, or an Affiliate of Perma-Pipe International Holdings, Inc. or its successor. (f)“ You” or “Your” means the recipient of the RSUs as reflected in the first paragraph of this Agreement.Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically beconstrued, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the RSUs may betransferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer as of the GrantDate. Perma-Pipe International Holdings, Inc.By: Name:Title:The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of theprovisions set forth herein as of the Grant Date. The undersigned also consents to electronic delivery of all notices or other information withrespect to the RSUs, the Shares or the Company. GRANTEE Exhibit 10.22 _____ PPIH EMPLOYEE RESTRICTED STOCK UNIT GRANT RESTRICTED STOCK UNIT AGREEMENTUNDER THE2021 OMNIBUS STOCK INCENTIVE PLAN This Agreement (the “Agreement”) evidences the award of restricted stock units (each, a “Award Unit,” and collectively, the“Award Units”), entitling the grantee to receive one share of Common Stock (a “Share”) on a future date, that Perma-Pipe InternationalHoldings, Inc., a Delaware corporation (the “Company”), has granted to you effective as of________ (the “Grant Date”), pursuant to the2021 Omnibus Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. This award iscontingent on your acceptance of this Agreement within ninety (90) days after you receive notice of the award by signing where indicatedbelow. If you do not accept this Agreement within ninety (90) days, this award will be void and you will not be entitled to any benefits underthis Agreement. All of the provisions of the Plan are expressly incorporated into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Terminology. Unless otherwise provided in this Agreement, capitalized words used herein are defined in the Glossary at the endof this Agreement, or, if no definition is provided in this Agreement or the Glossary, such capitalized words shall have the same definitions asin the Plan. 2. Vesting. (a) All of the Award Units are nonvested and forfeitable as of the Grant Date. (b) So long as your Service is continuous from the Grant Date through the applicable date upon which vesting isscheduled to occur, ■ Award Units will vest and become nonforfeitable on: _____; _____, ______, _____, and _____. (c) Notwithstanding Section 2(b), one hundred percent of the Award Units will become vested and nonforfeitable as ofimmediately before and contingent upon the occurrence of a Change in Control, so long as your Service is continuous from the Grant Date,through the date of the Change in Control. (d) If your Service ceases by reason of your permanent disability (as defined in Section 22(e)(3) of the Code) or death,then for one year after the date you become permanently disabled or your death, the Award Units will continue to vest and becomenonforfeitable as set forth in Section 2(b) as though your Service was continuous through the one year anniversary of your date of disabilityor death, as applicable, and any Units that do not vest in accordance with this subsection shall be forfeited; provided, however, if theCompany (or an Affiliate) reasonably determines following your termination due to death or disability that you could have been terminatedfor Cause had all the facts been known to the Company (or an Affiliate) at the time of your death or disability, as applicable, then you shallforfeit all rights with respect to any unvested Award Units. (e) Except as otherwise specified in this Section 2, unless otherwise determined by the Administrator in its sole discretion,none of the Award Units will become vested and nonforfeitable after your Service ceases. 3. Settlement of Units. The Company shall deliver to you (or a designated broker) a whole number of Shares equal to the number ofUnits (if any) that vest pursuant to this Agreement, subject to withholding of any taxes (as provided in Section 7 below). Such delivery shalltake place as soon as administratively practicable following the vesting date, but in no event more than thirty (30) days after the applicablevesting date. 4. Effect of Termination of Employment or Service. If your Service ceases for any reason except as otherwise specified in Section 2,all Award Units that are not then vested and nonforfeitable will be immediately forfeited by you. 5. Restrictions on Transfer. (a) Your Award Units may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whetherby operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment orsimilar process. (b) You hereby represent and warrant to the Company as follows: (i) You will hold any Shares transferred to you upon the vesting of the Award Units for your own account forinvestment only and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the SecuritiesAct. (ii) You understand that the Company may, in its discretion, impose restrictions on the sale, pledge or othertransfer of the Shares transferred to you upon the vesting of the Award Units (including the placement of appropriate legends on stockcertificates and the issue of stop transfer instructions to the Company’s Transfer Agents) if, in the judgment of the Company, suchrestrictions are necessary or desirable to comply with the Securities Act, the securities laws of any State or any other law. (iii) You are aware that your investment in the Company is a speculative investment that has limited liquidity andis subject to the risk of complete loss. (c) Any attempt to dispose of the Award Units or Shares received upon settlement of the Award Units in contravention ofthe restrictions set forth in this Section 5 shall be null and void and without effect. The Company shall not be required to (i) transfer on itsbooks any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of the Shares, or otherwiseaccord voting, dividend, or liquidation rights to any transferee to whom the Shares have been transferred in contravention of this Agreement. 6. Stockholder Rights and Dividend Equivalents. You shall not have any rights of a stockholder with respect to the Sharesunderlying the Award Units (including, without limitation, any voting rights or any right to dividends), until the Shares have been issuedhereunder. If, however, a cash dividend record date occurs after the Grant Date and prior to the settlement date, then on the date that suchdividend is paid to Company stockholders, you shall be credited with “dividend equivalents” in an amount equal to the dividends that wouldhave been paid to you if you had owned a number of Shares equal to the number of Award Units that are outstanding hereunder as of suchrecord date. Such dividend equivalents will accrue and be paid to you in cash at the same time and to the same extent that the related AwardUnits vest. If you forfeit any Award Units, then you will also forfeit any related accrued dividend equivalents. 7. Tax Withholding. (a) You hereby agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld,if any, which arise in connection with the grant, vesting, or settlement, of the Award Units. By accepting this Agreement, you are alsoelecting, unless you expressly indicate otherwise by informing the Company in writing prior to your acceptance, to satisfy your taxwithholding obligations by delivering proceeds from the sale of Shares that are issued under this Agreement on the market pursuant to theIrrevocable Standing Order Election attached as Exhibit A to this Agreement. By accepting this Agreement, you are representing that youmeet all of the requirements set forth in the Irrevocable Standing Order Election attached as Exhibit A to this Agreement. If you expresslyindicate by informing the Company in writing that you do not desire to satisfy your tax withholding obligations through the sale of Sharespursuant to Exhibit A prior to your acceptance of this Agreement, or if such sales cannot occur or do not occur in a timely manner pursuantto Exhibit A, then you shall, immediately upon notification of the amount of withholding taxes due, if any, pay to the Company in cash or bycheck the amount necessary to satisfy any withholding obligations. The Company (and its Affiliates) shall also have the right to deduct fromany compensation or any other payment of any kind due you (including withholding the issuance or delivery of Shares hereunder) theamount of any federal, state, local or foreign taxes required by law to be withheld as a result of the grant, vesting or settlement of the AwardUnits in whole or in part; provided, however, that the value of the Shares withheld or redeemed may not exceed the maximum statutory rateassociated with the transaction to the extent necessary for the Company to avoid an accounting charge. If you do not pay the amountnecessary to satisfy any withholding obligations when requested, the Company may refuse to issue any Shares under this Agreement. (b) You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your ownadvisors regarding the tax consequences of this Award. You may not rely on the Company, its Affiliates, or any of their officers, directors oremployees for tax or legal advice regarding this Award. You acknowledge that you have sought tax and legal advice from your own advisorsregarding this Award or have voluntarily and knowingly foregone such consultation. 8. Adjustments for Corporate Transactions and Other Events. (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock splitaffecting, the Common Stock, the number of outstanding Award Units shall, without further action of the Administrator, be adjusted to reflectsuch event. The Administrator shall make adjustments, in its discretion, to address the treatment of fractional Shares with respect to theAward Units as a result of the stock dividend, stock split or reverse stock split; provided that such adjustments do not result in the issuanceof fractional Shares. Adjustments under this Section 8 will be made by the Administrator, whose determination as to what adjustments, if any,will be made and the extent thereof will be final, binding and conclusive. (b) Non-Change in Control Transactions. Upon any change affecting the Common Stock, the Company or itscapitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any suchchange that is part of a transaction resulting in a Change in Control, the Administrator shall make any adjustments with respect to the AwardUnits as the Administrator determines to be appropriate and equitable. The Administrator’s determination as to what adjustments, if any, willbe made and the extent thereof will be final, binding and conclusive. (c) Unusual or Nonrecurring Events. The Administrator shall make, in its discretion, adjustments in the terms andconditions of, and the criteria included in, Award Units in recognition of unusual or nonrecurring events affecting the Company, or thefinancial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever theAdministrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan; provided that no such adjustment shall be made in contravention of Section 409A ofthe Code (“Code Section 409A”) with respect to any Award that constitutes a deferred compensation arrangement within the meaning ofCode Section 409A. (d) Binding Nature of Agreement. The terms and conditions of this Agreement shall apply with equal force to anyadditional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Units, to the same extentas the Award Units with respect to which such additional and/or substitute securities are distributed, whether as a result of any spin-off,stock split-up, stock dividend, stock distribution, other reclassification of the Common Stock of the Company, or similar event, except asotherwise determined by the Administrator. If the Award Units are converted into or exchanged for, or stockholders of the Company receiveby reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities ofanother entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of theCompany’s successor, and this Agreement shall apply to the securities or other property (including cash) received upon such conversion,exchange or distribution in the same manner and to the same extent as the Award Units. 9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter your at-will or otheremployment status or other service relationship with the Company (or an Affiliate), nor be construed as a contract of employment or servicerelationship between the Company (or an Affiliate) and you, or as a contractual right of you to continue in the employ of, or in a servicerelationship with, the Company (or an Affiliate) for any period of time, or as a limitation of the right of the Company (or an Affiliate) todischarge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Units orany other adverse effect on your interests under the Plan. 10. The Company’s Rights. The existence of the Award Units shall not affect in any way the right or power of the Company or itsstockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks withpreference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of theCompany, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether ofa similar character or otherwise. 11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall besufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of theCompany, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive officeor, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism asmay be available to the parties. 12. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the Award Units grantedhereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to theexecution of this Agreement with respect to the Award Units granted hereunder shall be void and ineffective for all purposes. In the event acourt of competent jurisdiction deems any provision hereof to be unreasonable, void, or unenforceable, such provision(s) shall be deemedsevered from the remainder of the Agreement, which shall continue in all other respects to be valid and enforceable. It is the intent of theparties that any such provision(s) of this Agreement declared void, unreasonable, or unenforceable shall be deemed by a court of competentjurisdiction revised to the minimum amount necessary in order to be valid and enforceable. 13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, thatthis Agreement may not be modified in a manner that would have a material adverse effect on your rights with respect to the Award Units asdetermined in the discretion of the Administrator, except as otherwise provided in (a) Section 8 of this Agreement, (b) the Plan or (c) a writtendocument signed by each of the parties hereto. 14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of,the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of anyambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to youwith this Agreement. 15. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by theAdministrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement,shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning theapplicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring any action arising under, as aresult of, pursuant to or relating to, this Agreement in any court other than a federal or state court in the districts which include Niles, Illinois,and you hereby agree and submit to the personal jurisdiction of any federal court located in the district which includes Niles, Illinois or anystate court in the district which includes Niles, Illinois. You further agree that you will not deny or attempt to defeat such personal jurisdictionor object to venue by motion or other request for leave from any such court. 16. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to or relating to, thisAgreement shall be determined by the Administrator in good faith in its absolute and uncontrolled discretion, and any such determination orany other determination by the Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the termsof this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that before you may bring any legal actionarising under, as a result of, pursuant to or relating to, this Agreement you will first exhaust your administrative remedies before theAdministrator. You further agree that in the event that the Administrator does not resolve any dispute or disagreement arising under, as aresult of, pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or maintained relating to thisAgreement more than twenty-four (24) months after the Administrator’s decision. 17. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed to be an original, but all ofwhich taken together constitute one and the same Agreement and shall become effective when all counterparts have been executed by eachof the parties hereto and delivered to the other. Facsimile and other electronic transmissions (including in portable document format) of anyoriginally executed document (including this Agreement) shall be deemed to be the same as a delivered, executed original. 19. Electronic Delivery of Documents. By your signing this Agreement, you (i) consent to the electronic delivery of thisAgreement, all information with respect to the Plan and the Award Units and any reports of the Company provided generally to theCompany’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically atno cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to theelectronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronicmail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents. 20. No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: (i) the grant of these Award Units isa one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stockgrants, even if stock grants have been granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including,but not limited to, the times when stock grants shall be granted, the maximum number of Shares subject to each stock grant, and the times orconditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator; (iii) the value of thisstock grant is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (iv) the value of thisstock grant is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating anytermination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension orretirement benefits; (v) the vesting of these Award Units ceases upon termination of employment with the Company or transfer ofemployment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in thisAgreement; (vi) the Company does not guarantee any future value of these Award Units; and (vii) no claim or entitlement to compensation ordamages arises if these Award Units do not increase in value and you irrevocably release the Company from any such claim that does arise. 21. Personal Data. For purposes of the implementation, administration and management of this Award or the effectuation of anyacquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation,dissolution, share exchange, sale of stock, sale of material assets or other similar corporate transaction involving the Company (a “CorporateTransaction”), you consent, by execution of this Agreement, to the collection, receipt, use, retention and transfer, in electronic or other form,of your personal data by and among the Company and its third party vendors or any potential party to a potential Corporate Transaction. Youunderstand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status,social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes andShares awarded, cancelled, vested and unvested) may be transferred to third parties assisting in the implementation, administration andmanagement of the stock grant or the effectuation of a Corporate Transaction and you expressly authorize such transfer as well as theretention, use, and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in yourcountry or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. Youunderstand that data will be held only as long as is necessary to implement, administer and manage the stock grant or effect a CorporateTransaction. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personaldata, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuseor withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Secretary. You understand, however, thatrefusing or withdrawing your consent may affect your ability to accept a stock grant. 22. Consideration for Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnishconsideration in the form of cash or cash equivalents equal to the par value of the Shares issued to you upon settlement of the Award Units,and you hereby authorize the Company to withhold such amount from remuneration otherwise due you from the Company. 23. Recoupment. The Award Units (and any compensation paid or Shares issued upon settlement of the Award Units) are subjectto recoupment in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulationsthereunder, any clawback policy adopted by the Company and any compensation recovery policy or practice otherwise required byapplicable law. GLOSSARY (a)“ Administrator” means the Board of Directors of Perma-Pipe International Holdings, Inc. and/or thecommittee(s) or officer(s) appointed by the Board that have authority to administer the Plan. (b)“ Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is undercommon control with the Company (including but not limited to joint ventures, limited liability companies and partnerships). For this purpose,“control” shall mean ownership of 25% or more of the total combined voting power or value of all classes of stock or interests of the entity, orthe power to direct the management and policies of the entity, by contract or otherwise. (c)“ Cause” means termination in whole or substantial part, for gross negligence or willful misconduct in theexecution of your duties, for conviction of, or entry of a plea of guilty or nolo contendere to, any felony or any act of fraud, embezzlement,misappropriation, or a crime involving moral turpitude, or for commission of any act which causes or may reasonably be expected to causesubstantial damage to the Company (d)“ Company” means Perma-Pipe International Holdings, Inc. (e) “Securities Act” means the Securities Act of 1933, as amended. (f)“ Service” means your employment or other service relationship with the Company and its Affiliates. YourService will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger or other corporatetransaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not Perma-PipeInternational Holdings, Inc. or its successor, or an Affiliate of Perma-Pipe International Holdings, Inc. or its successor. (g)“ You”; “Your”; “Employee”, means the recipient of the Award Units as reflected in the first paragraph of thisAgreement. Whenever the word “Employee”, “you” or “your” is used in any provision of this Agreement under circumstances where theprovision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary towhom the Award Units may be transferred by will or by the laws of descent and distribution, the words “Employee”, “you” and “your” shallbe deemed to include such person. Exhibit A Standing Order Election By accepting the Agreement to which this Exhibit A is attached, you are agreeing to this Irrevocable Standing Order Election (this “StandingOrder”), which sets forth your election to satisfy any withholding taxes due in connection with each and every vesting date for the AwardUnits by applying proceeds from a market sale of Company securities issuable as a result of such vesting date. I understand that, if I do notwish to satisfy any such taxes by applying proceeds from a market sale of such Company securities, then I must, prior to accepting theAgreement to which this Exhibit A is attached, expressly indicate that fact to the Company, and the Company will require that I pay mywithholding obligations by cash or check, or the Company will deduct the amount of any withholding obligations from other payments due tome. IMPORTANT NOTES:● You may not enter into this Standing Order by accepting the Agreement to which this Exhibit A is attached if you are inpossession of material non-public information. If you are in possession of material non-public information, then you must wait toaccept the Agreement until such time as you no longer possess material non-public information.● No sales may be made pursuant to this Standing Order for 30 calendar days following your acceptance of the Agreement towhich this Exhibit A is attached. To ensure that you can satisfy your withholding obligations by selling Shares in the market, youshould return this form to the Company as soon as possible, but in no event later than 30 days before the first vesting date ofyour Award Units listed in the Agreement. By accepting the Agreement to which this Exhibit A is attached, I understand that I am agreeing to the following provisions: 1. I am authorizing the Company and any broker the Company designates (the “Broker”) to take the actions described in thisParagraph 1. I authorize the Company to transfer the Shares issued to me upon settlement of the Award Units to the Broker to be held in anaccount for my benefit (the “Brokerage Account”), and I irrevocably authorize the Broker to sell, at the market price and on the date theShares are issued by the Company (or, if all or a portion of the sale cannot be completed on such date because of insufficient demand or amarket disruption, then on the next following business day on which the sale can be made) the number of Shares necessary to obtainproceeds sufficient to satisfy the amount of any withholding obligations associated with my Award Units indicated by the Company to theBroker. I understand and agree that the number of Shares that the Broker will sell will be based on the Company’s estimate (or Broker’sestimate if it provides such service) of the Shares required to satisfy the withholding obligations, using the closing price of a Share of theCompany’s common stock on the trading day immediately prior to vesting date (or such other date as any withholding obligations becomedue). I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the saleof the Shares pursuant to this Standing Order. 2. I agree that the proceeds received from the sale of Shares pursuant to Paragraph 1 will be used to satisfy any withholdingobligations associated with my Award Units and, accordingly, I hereby authorize the Broker to pay such proceeds to the Company for suchpurpose. I understand that, to the extent that the proceeds obtained by such sale exceed the amount necessary to satisfy the withholdingobligations, such excess proceeds shall be deposited into the Brokerage Account and, if a shortfall occurs, the Broker may sell additionalShares held in my Brokerage Account, the Company may deduct any remaining withholding obligations from any compensation or otherpayment of any kind due to me, or the Company may require that I pay any remaining withholding obligations to by cash or check. I furtherunderstand that any Shares that are issuable to me as a result of the vesting of my Award Units that are not sold to satisfy withholdingobligations will be deposited into the Brokerage Account. 3. I have reviewed with my own tax advisors the federal, state, local and foreign tax consequences of this grant and the actionscontemplated by the Agreement and this Standing Order. I am relying solely on such advisors and not on any statements or representationsof the Company or any of its agents. I understand that I (and not the Company) will be responsible for my own tax liability that may arise as aresult of this Standing Order. 4. I represent to the Company that, as of the date hereof, (i) I am not aware of any material nonpublic information about theCompany or its Common Stock, (ii) the Company is not in a black out period (as defined in the Company’s Insider Trading Policy), (iii) saleswill not be commenced within 30 calendar days of adoption of this Standing Order, (iv) I am not subject to any legal, regulatory or contractualrestriction or undertaking that would prevent the sales of Shares contemplated by this Standing Order, and (v) I am entering into thisStanding Order in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. The Company and I havestructured this Agreement to comply with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934, asamended, under Rule 10b5-1(c)(1) issued under such Act, and this Standing Order shall be interpreted to comply with such requirements. Exhibit 21 SUBSIDIARIES OF REGISTRANT MFRI Holdings (B.V.I) Ltd (British Virgin Islands) Midwesco Filter Resources, Inc. (Delaware corporation) MM Niles, Inc. (Delaware corporation) Perma-Pipe, Inc. (Delaware corporation) Perma-Pipe Canada, Inc. (Delaware corporation) Perma-Pipe Canada, LTD. (Canada) Perma-Pipe India Pvt. Ltd. (India) Perma-Pipe International Co. LLC (Delaware corporation) Perma-Pipe Middle East FZC (United Arab Emirates) Perma-Pipe Egypt for Metal Fabrication and Insulation Industries (Perma-Pipe Egypt) S.A.E. (Egypt) Perma-Pipe Oil Field Services LLC (United Arab Emirates) Perma-Pipe Saudi Arabia, LLC (Kingdom of Saudi Arabia) Perma-Pipe QA Limited Liability Company (LLC) (Qatar) Perma-Pipe Middle East LLC (United Arab Emirates) EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated April 19, 2022, with respect to the consolidated financial statements and the related financial statementschedule included in the Annual Report of Perma-Pipe International Holdings, Inc. and subsidiaries on Form 10-K for the year ended January31, 2022. We consent to the incorporation by reference of said report in the Registration Statements of Perma-Pipe International Holdings,Inc. on Forms S-3 (File No. 333-230895, effective May 14, 2019) and on Forms S-8 (File No. 333-130517, effective December 20, 2005; File No.333-182144, effective June 15, 2012; File No. 333-186055, effective January 16, 2013; File No. 333-190241, effective July 30, 2013; File No. 333-224642, effective May 3, 2018 and File No. 333-256981, effective June 10, 2021). /s/ GRANT THORNTON LLP Houston, TexasApril 19, 2022 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Perma-Pipe InternationalHoldings, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint DAVID J. MANSFIELD and/or D. BRYANNORWOOD, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power ofsubstitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do all acts and things whichsaid attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Exchange Act of 1934, asamended, and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the Company'sfiling of an annual report on Form 10-K for the Company's fiscal year 2021, including specifically, but without limitation of the general authorityhereby granted, the power and authority to sign his or her name as a director or officer, or both, of the Company, as indicated below opposite hisor her signature, to the Form 10-K, and any amendment thereto; and each of the undersigned does hereby fully ratify and confirm all that saidattorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of this 19th day of April, 2022. /s/ David J. MansfieldDavid J. Mansfield, Director, President and Chief Executive Officer (PrincipalExecutive Officer) /s/ David B. BrownDavid B. Brown, Director /s/ D. Bryan NorwoodD. Bryan Norwood, Vice President and Chief Financial Officer (PrincipalFinancial and Accounting Officer) /s/ Jerome T. WalkerJerome T. Walker, Director /s/ David S. BarrieDavid S. Barrie, Director, Chairman of the Board of Directors /s/ Cynthia BoiterCynthia Boiter, Director /s/ Robert McNallyRobert McNally, Director Exhibit 31.1 CERTIFICATION I, David J. Mansfield, certify that: 1.I have reviewed this annual report on Form 10-K of Perma-Pipe International Holdings, Inc. 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting. Date: April 19, 2022 /s/ David J. MansfieldDavid J. MansfieldDirector, President and Chief Executive Officer(Principal Executive Officer) Exhibit 31.2 CERTIFICATION I, D. Bryan Norwood, certify that: 1.I have reviewed this annual report on Form 10-K of Perma-Pipe International Holdings, Inc. 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting. Date: April 19, 2022 /s/ D. Bryan NorwoodD. Bryan NorwoodVice President and Chief Financial Officer(Principal Financial and Accounting Officer) Exhibit 32 Certification of Principal Executive OfficersPursuant to 18 U.S.C. 1350(Section 906 of the Sarbanes-Oxley Act of 2002) The undersigned in their capacities as Chief Executive Officer and Chief Financial Officer of Perma-Pipe International Holdings, Inc. (the“Registrant'), certify that, to the best of their knowledge, based upon a review of the Annual Report on Form 10-K for the period endedJanuary 31, 2022 of the Registrant, (the “Report”): (1)The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant. /s/ David J. MansfieldDavid J. MansfieldDirector, President and Chief Executive Officer(Principal Executive Officer)April 19, 2022 /s/ D. Bryan NorwoodD. Bryan NorwoodVice President and Chief Financial Officer(Principal Financial and Accounting Officer)April 19, 2022 A signed original of this written statement required by Section 906 has been provided by Perma-Pipe International Holdings, Inc. and will beretained by Perma-Pipe International Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. DIRECTORS & OFFICERS DIRECTORS David S. Barrie Independent Director & Chairman Of The Board Of Directors Principal Barrie International, LLC David B. Brown Independent Director Chief Financial Officer Authentix, Inc. David J. Mansfield Director PERMA-PIPE International Holdings, Inc. Jerome T. Walker Independent Director Chief Executive Officer Caribbean Distributed Energy, LLC Cynthia A. Boiter Independent Director EVP & President, Chemical Division Milliken & Co. Robert J. McNally Independent Director PERMA-PIPE INTERNATIONAL HOLDINGS, INC. OFFICERS David J. Mansfield President & Chief Executive Officer Wayne M. Bosch Vice President & Chief Human Resources Officer D. Bryan Norwood Vice President & Chief Financial Officer Grant W. Dewbre Chief Operating Officer OPERATIONS MANAGEMENT Will Leong Vice President & General Manager PermAlert Saleh Sagr Senior Vice President, Middle East North Africa Annual Meeting June 22, 2022 10:00 a.m. Central Time www.virtualshareholdermeeting.com/PPIH2022 Independent Registered Public Accountants Grant Thornton LLP 700 Milam Street, Suite 300 Houston, TX 77002 Transfer Agent Broadridge P.O. Box 1342 Brentwood, NY 11717 GLOBAL LOCATIONS CORPORATE HEADQUARTERS PERMA-PIPE International Holdings, Inc. 6410 West Howard Street Niles, Illinois 60714 United States 281-598-6222 SALES OFFICES MANUFACTURING FACILITIES PERMA-PIPE, Inc. 6410 West Howard Street Niles, Illinois 60714 United States 847-966-2235 24900 Pitkin Road, Suite 309 Spring, Texas 77386 United States 281-598-6222 PERMA-PIPE Canada, Ltd. Suite 1600, 407 - 2nd Street Southwest Calgary, Alberta T2P 2Y3 Canada 403-264-4880 PERMA-PIPE Middle East (FZC) Block A; Suite AG 06A-07 Headquarters Building, Dubai Silicon Oasis Dubai, United Arab Emirates +971-4-607-2010 PERMA-PIPE Saudi Arabia, LLC Plot #F-21/1 Dammam Industrial City 2 P.O. Box 31198 Al Khobar 31952, Kingdom of Saudi Arabia +966-13-812-9500 PERMA-PIPE Egypt S.A.E. 43KM Cairo Ismailia Road, Shorouk 3 City LMakan Compound, Villa 4 Cairo, Egypt +002-01202269110 PERMA-PIPE India Pvt. Ltd. 307, 3rd Floor, A-Wing KNOX Plaza, Mind Space Area Malad (W), Mumbai 400 064 India +91-22-4003-6007 PERMA-PIPE, Inc. 1310 Quarles Drive Lebanon, Tennessee 37087 United States 5008-11 Curtis Lane New Iberia, Louisiana 70560 United States PERMA-PIPE Canada, Ltd. 5233 39th Street Camrose, Alberta T4V 4R5 Canada PERMA-PIPE Middle East (FZC) Fujairah Free Zone 2, P.O. Box 4988 Fujairah, United Arab Emirates PERMA-PIPE Saudi Arabia, LLC Plot #F-21/1 Dammam Industrial City 2 P.O. Box 31198 Al Khobar 31952, Kingdom of Saudi Arabia PERMA-PIPE Egypt S.A.E. Bayad El Arab Industrial Area Beni Suef, Egypt PERMA-PIPE India Pvt. Ltd. Godown 11 & 12, Survey #197 Village Mithi Rohar, Taluka-Gandhidham District-Kutch Gujarat, India 370240 permapipe.com

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