x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
|
36-3922969
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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6410 W. Howard Street, Niles, Illinois
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60714
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(Address of principal executive offices)
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(Zip Code)
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Item
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Page
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Part I
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1.
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Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended July 31, 2018 and 2017
|
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Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Six Months Ended July 31, 2018 and 2017
|
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Consolidated Balance Sheets as of
July 31, 2018 (Unaudited) and January 31, 2018
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Consolidated Statements of Stockholders' Equity as of July 31, 2018 (Unaudited) and January 31, 2018
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|
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Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended July 31, 2018 and 2017
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Notes to Consolidated Financial Statements
(Unaudited)
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2.
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||
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4.
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||
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Part II
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|
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6.
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||
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Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||
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2018
|
2017
|
|
2018
|
2017
|
||||||||
Net sales
|
|
$32,325
|
|
|
$26,852
|
|
|
|
$61,214
|
|
|
$50,353
|
|
Cost of sales
|
26,432
|
|
23,794
|
|
|
51,096
|
|
45,510
|
|
||||
Gross profit
|
5,893
|
|
3,058
|
|
|
10,118
|
|
4,843
|
|
||||
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
||||||||
General and administrative expenses
|
3,924
|
|
3,856
|
|
|
7,906
|
8,142
|
|
|||||
Selling expenses
|
1,321
|
|
1,307
|
|
|
2,463
|
2,623
|
|
|||||
Total operating expenses
|
5,245
|
|
5,163
|
|
|
10,369
|
|
10,765
|
|
||||
|
|
|
|
|
|
||||||||
Income/(loss) from operations
|
648
|
|
(2,105
|
)
|
|
(251
|
)
|
(5,922
|
)
|
||||
|
|
|
|
|
|
||||||||
Interest expense, net
|
284
|
|
157
|
|
|
550
|
|
314
|
|
||||
Income/(loss) from operations before income taxes
|
364
|
|
(2,262
|
)
|
|
(801
|
)
|
(6,236
|
)
|
||||
|
|
|
|
|
|
||||||||
Income tax expense/(benefit)
|
639
|
|
(564
|
)
|
|
591
|
|
(1,049
|
)
|
||||
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|
||||||||
Net loss
|
|
($275
|
)
|
|
($1,698
|
)
|
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|
($1,392
|
)
|
($5,187)
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||
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||||||||
Weighted average common shares outstanding
|
|
|
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||||||||
Basic and diluted
|
7,820
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7,679
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7,769
|
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7,645
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||||
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||||||||
Loss per share
|
|
|
|
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|
||||||||
Basic and diluted
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($0.04)
|
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($0.22
|
)
|
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($0.18)
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($0.68
|
)
|
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Three Months Ended July 31,
|
Six Months Ended July 31,
|
||||||||||
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2018
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|
2017
|
|
2018
|
|
2017
|
|
||||
Net loss
|
|
($275
|
)
|
|
($1,698
|
)
|
|
($1,392
|
)
|
|
($5,187
|
)
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax
|
(324
|
)
|
940
|
|
(987
|
)
|
1,072
|
|
||||
Unrealized gain on marketable security, net of tax
|
—
|
|
(87
|
)
|
—
|
|
(92
|
)
|
||||
Other comprehensive (loss) income
|
(324
|
)
|
853
|
|
(987
|
)
|
980
|
|
||||
|
|
|
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||||||||
Comprehensive loss
|
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($599
|
)
|
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($845
|
)
|
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($2,379
|
)
|
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($4,207
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)
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(In thousands except per share data)
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July 31, 2018
|
|
January 31, 2018
|
|
||
ASSETS
|
Unaudited
|
|
|
|||
Current assets
|
|
|
||||
Cash and cash equivalents
|
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$5,247
|
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$7,084
|
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Restricted cash
|
1,108
|
|
1,237
|
|
||
Trade accounts receivable, less allowance for doubtful accounts of $435 at July 31, 2018 and $469 at January 31, 2018
|
29,703
|
|
32,936
|
|
||
Inventories, net
|
14,707
|
|
16,856
|
|
||
Prepaid expenses and other current assets
|
3,761
|
|
2,703
|
|
||
Contract assets
|
2,014
|
|
1,502
|
|
||
Total current assets
|
56,540
|
|
62,318
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
31,967
|
|
34,509
|
|
||
Other assets
|
|
|
||||
Deferred tax assets - long-term
|
189
|
|
391
|
|
||
Goodwill
|
2,287
|
|
2,423
|
|
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Other assets
|
5,025
|
|
4,943
|
|
||
Total other assets
|
7,501
|
|
7,757
|
|
||
Total assets
|
|
$96,008
|
|
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$104,584
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||||
Current liabilities
|
|
|
||||
Trade accounts payable
|
|
$10,806
|
|
|
$14,186
|
|
Accrued compensation and payroll taxes
|
1,338
|
|
1,580
|
|
||
Commissions and management incentives payable
|
1,202
|
|
787
|
|
||
Revolving line North America
|
8,385
|
|
7,273
|
|
||
Current maturities of long-term debt
|
1,720
|
|
753
|
|
||
Customers' deposits
|
2,859
|
|
5,236
|
|
||
Outside commissions payable
|
1,713
|
|
1,800
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||
Contract liability
|
546
|
|
1,967
|
|
||
Other accrued liabilities
|
3,101
|
|
4,259
|
|
||
Income taxes payable
|
879
|
|
1,339
|
|
||
Total current liabilities
|
32,549
|
|
39,180
|
|
||
Long-term liabilities
|
|
|
||||
Long-term debt, less current maturities
|
7,079
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|
7,728
|
|
||
Deferred compensation liabilities
|
3,460
|
|
4,098
|
|
||
Deferred tax liabilities - long-term
|
1,167
|
|
1,242
|
|
||
Other long-term liabilities
|
542
|
|
524
|
|
||
Total long-term liabilities
|
12,248
|
|
13,592
|
|
||
Stockholders' equity
|
|
|
||||
Common stock, $.01 par value, authorized 50,000 shares; 7,876 issued and outstanding at July 31, 2018 and 7,717 issued and outstanding at January 31, 2018
|
79
|
|
77
|
|
||
Additional paid-in capital
|
58,080
|
|
56,304
|
|
||
Accumulated deficit
|
(4,495
|
)
|
(3,103
|
)
|
||
Accumulated other comprehensive loss
|
(2,453
|
)
|
(1,466
|
)
|
||
Total stockholders' equity
|
51,211
|
|
51,812
|
|
||
Total liabilities and stockholders' equity
|
|
$96,008
|
|
|
$104,584
|
|
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Loss
|
Total Stockholders' Equity
|
|||||
Total stockholders' equity at January 31, 2018
|
$77
|
$56,304
|
($3,103)
|
($1,466)
|
$51,812
|
|||||
|
|
|
|
|
|
|||||
Net loss
|
|
|
(1,392
|
)
|
|
(1,392
|
)
|
|||
Common stock issued under stock plans, net of shares used for tax withholding
|
2
|
|
1,065
|
|
|
|
1,067
|
|
||
Stock-based compensation expense
|
|
711
|
|
|
|
711
|
|
|||
Foreign currency translation adjustment
|
|
|
|
(987
|
)
|
(987
|
)
|
|||
Total stockholders' equity at July
31
, 2018
|
$79
|
$58,080
|
($4,495)
|
($2,453)
|
$51,211
|
(In thousands)
|
Six Months Ended July 31,
|
|||||
|
2018
|
|
2017
|
|
||
Operating activities
|
|
|
||||
Net loss
|
|
($1,392
|
)
|
|
($5,187
|
)
|
Adjustments to reconcile net loss to net cash flows used in operating activities
|
|
|
||||
Depreciation and amortization
|
2,344
|
|
2,509
|
|
||
Deferred tax expense (benefit)
|
202
|
|
(260
|
)
|
||
Equity-based compensation expense
|
711
|
|
521
|
|
||
Loss on disposal of fixed assets
|
14
|
|
2
|
|
||
Provision on uncollectible accounts
|
(31
|
)
|
(298
|
)
|
||
Gain from sale of marketable securities
|
—
|
|
(142
|
)
|
||
Changes in operating assets and liabilities
|
|
|
||||
Accounts receivable
|
2,622
|
|
5,355
|
|
||
Inventories
|
1,985
|
|
(2,317
|
)
|
||
Change in contract assets and contract liabilities
|
(1,932
|
)
|
(1,065
|
)
|
||
Accounts payable
|
(4,071
|
)
|
(713
|
)
|
||
Accrued compensation and payroll taxes
|
257
|
|
(1,019
|
)
|
||
Customers' deposits
|
(2,370
|
)
|
489
|
|
||
Income taxes receivable and payable
|
(405
|
)
|
(1,442
|
)
|
||
Prepaid expenses and other current assets
|
(1,127
|
)
|
(513
|
)
|
||
Other assets and liabilities
|
(263
|
)
|
1,252
|
|
||
Net cash used in operating activities
|
(3,456
|
)
|
(2,828
|
)
|
||
Investing activities
|
|
|
||||
Capital expenditures
|
(571
|
)
|
(1,526
|
)
|
||
Proceeds from sales of marketable securities
|
—
|
|
142
|
|
||
Proceeds from sales of property and equipment
|
—
|
|
1
|
|
||
Net cash used in investing activities
|
(571
|
)
|
(1,383
|
)
|
||
Financing activities
|
|
|
||||
Proceeds from revolving lines
|
20,082
|
|
16,936
|
|
||
Payments of debt on revolving lines of credit
|
(17,618
|
)
|
(13,237
|
)
|
||
Payments of other debt
|
(176
|
)
|
(120
|
)
|
||
(Decrease) increase in drafts payable
|
(27
|
)
|
285
|
|
||
Payments (borrowings) on capitalized lease obligations
|
(154
|
)
|
567
|
|
||
Release
of treasury stock
|
—
|
|
170
|
|
||
Stock options exercised and taxes related to restricted shares vested
|
252
|
|
(256
|
)
|
||
Net cash provided by financing activities
|
2,359
|
|
4,345
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(298
|
)
|
604
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(1,966
|
)
|
738
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
8,321
|
|
8,701
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
|
$6,355
|
|
|
$9,439
|
|
Supplemental cash flow information
|
|
|
||||
Interest paid
|
|
$588
|
|
|
$362
|
|
Income taxes paid
|
797
|
|
524
|
|
||
Fixed assets acquired under capital leases
|
—
|
|
697
|
|
||
Funds held in escrow related to the sale of Filtration assets
|
—
|
|
250
|
|
1)
|
Systems - which include
all bundled products in which Perma-Pipe designs, engineers, and manufactures pre-insulated piping systems, insulates subsea flowline pipe or subsea oil production equipment. Additionally, this systems classification also includes coating applied to pipes and structures which are provided by the customer.
|
2)
|
Products - which include
cables, leak detection products, heat trace products sold under the PermAlert brand name, material/goods not bundled with piping or flowline systems, and field services not bundled into a project contract.
|
|
Three Months Ended July 31,
|
Six Months Ended July 31,
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Sales
|
% to Total
|
Sales
|
% to Total
|
Sales
|
% to Total
|
Sales
|
% to Total
|
||||||||
Products
|
2,578
|
|
8
|
%
|
1,995
|
|
7
|
%
|
5,007
|
|
8
|
%
|
3,326
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Specialty Piping Systems and Coating
|
|
|
|
|
|
|
|
|
||||||||
Revenue recognized under input method
|
9,807
|
|
30
|
%
|
14,138
|
|
53
|
%
|
20,909
|
|
34
|
%
|
23,254
|
|
46
|
%
|
Revenue recognized under output method
|
19,940
|
|
62
|
%
|
10,719
|
|
40
|
%
|
35,298
|
|
58
|
%
|
23,773
|
|
47
|
%
|
Total
|
32,325
|
|
100
|
%
|
26,852
|
|
100
|
%
|
61,214
|
|
100
|
%
|
50,353
|
|
100
|
%
|
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 as evidenced by the Company’s right to payment for work performed to date plus seller’s profit margin for products that have no alternative use for the Company.
|
|
Contract Assets
|
||
Balance January 31, 2018
|
|
$1,502
|
|
Costs and gross profit recognized during the period for uncompleted contracts from the prior period
|
(1,085
|
)
|
|
Costs and deferred gross profit incurred on uncompleted contracts not billed at the end of the current period
|
1,417
|
|
|
Closing Balance at April 30, 2018
|
1,834
|
|
|
Costs and gross profit recognized during the period for uncompleted contracts from the prior period
|
(1,395
|
)
|
|
Costs and deferred gross profit incurred on uncompleted contracts not billed at the end of the current period
|
1,575
|
|
|
Closing Balance at July 31, 2018
|
|
$2,014
|
|
|
Contract Liabilities
|
||
Balance January 31, 2018
|
|
$1,967
|
|
Revenue recognized during the period for uncompleted contracts from the prior period
|
(1,810
|
)
|
|
New contracts entered into that are uncompleted at the end of the current period
|
413
|
|
|
Closing Balance at April 30, 2018
|
570
|
|
|
Revenue recognized during the period for uncompleted contracts from the prior period
|
(422
|
)
|
|
New contracts entered into that are uncompleted at the end of the current period
|
398
|
|
|
Closing Balance at July 31, 2018
|
|
$546
|
|
|
January 31, 2018
|
Foreign exchange change effect
|
July 31, 2018
|
||||||
Goodwill
|
|
$2,423
|
|
|
($136
|
)
|
|
$2,287
|
|
•
|
2017 Omnibus Stock Incentive Plan dated June 13, 2017, as amended, which stockholders approved in June 2017.
|
|
Three Months Ended July 31,
|
Six Months Ended July 31,
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||
Stock-based compensation expense
|
|
$9
|
|
|
$65
|
|
|
$23
|
|
|
$59
|
|
Restricted stock-based compensation expense
|
|
$432
|
|
|
$452
|
|
|
$688
|
|
|
$647
|
|
Option activity
|
No. of Shares UnderlyingOptions
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 31, 2018
|
358
|
|
|
$9.44
|
|
4.0
|
|
$482
|
|
Exercised
|
(37
|
)
|
6.88
|
|
|
37
|
|
||
Expired or forfeited
|
(53
|
)
|
17.14
|
|
|
|
|||
Outstanding end of period
|
268
|
|
8.42
|
|
4.1
|
392
|
|
||
|
|
|
|
|
|||||
Exercisable end of period
|
257
|
|
|
$8.48
|
|
3.9
|
|
$370
|
|
Unvested option activity
|
No. of Shares UnderlyingOptions
|
Weighted Average Grant Date Fair Value
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 31, 2018
|
31
|
|
|
$8.24
|
|
|
$50
|
|
Vested
|
(14
|
)
|
|
|
||||
Expired or forfeited
|
(6
|
)
|
|
|
|
|||
Outstanding end of period
|
11
|
|
|
$7.00
|
|
|
$23
|
|
Restricted stock activity
|
Restricted Shares
|
Weighted Average Grant Price Per Share
|
Aggregate Intrinsic Value
|
|||||
Outstanding (unvested) at January 31, 2018
|
360
|
|
|
$9.05
|
|
|
$3,254
|
|
Granted
|
124
|
|
9.75
|
|
|
|||
Vested and issued
|
(88
|
)
|
|
|
||||
Forfeited
|
(63
|
)
|
7.19
|
|
|
|||
Outstanding (unvested) end of period
|
333
|
|
|
$9.05
|
|
|
$3,022
|
|
|
Three Months Ended July 31,
|
Six Months Ended July 31,
|
||||||
|
2018
|
2017
|
2018
|
2017
|
||||
Basic weighted average common shares outstanding
|
7,820
|
|
7,679
|
|
7,769
|
|
7,645
|
|
Dilutive effect of equity compensation plans
|
—
|
|
—
|
|
—
|
|
—
|
|
Weighted average common shares outstanding assuming full dilution
|
7,820
|
|
7,679
|
|
7,769
|
|
7,645
|
|
|
|
|
|
|
||||
Stock options not included in the computation of diluted earnings per share of common stock because the option exercise prices exceeded the average market prices of the common shares
|
178
|
|
163
|
|
178
|
|
163
|
|
Stock options with an exercise price below the average market price
|
90
|
|
255
|
|
90
|
|
255
|
|
|
Six Months Ended July 31,
|
|||||
|
2018
|
|
2017
|
|
||
Cash and cash equivalents
|
|
$5,247
|
|
|
$8,546
|
|
Restricted cash
|
1,108
|
|
893
|
|
||
Cash, cash equivalents and restricted cash shown in the statement of cashflows
|
|
$6,355
|
|
|
$9,439
|
|
|
Three Months Ended July 31,
|
Six Months Ended July 31,
|
||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
% Favorable (Unfavorable)
|
2018
|
|
2017
|
|
% Favorable (Unfavorable)
|
||||
Net sales
|
$32,325
|
$26,852
|
20
|
%
|
$61,214
|
$50,353
|
22
|
%
|
||||||
|
|
|
|
|
|
|
||||||||
Gross profit
|
5,893
|
|
3,058
|
|
93
|
%
|
10,118
|
4,843
|
109
|
%
|
||||
Percentage of net sales
|
18
|
%
|
11
|
%
|
|
17
|
%
|
10
|
%
|
|
||||
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
3,924
|
|
3,856
|
|
(2
|
)%
|
7,906
|
8,142
|
3
|
%
|
||||
Percentage of net sales
|
12
|
%
|
14
|
%
|
|
13
|
%
|
16
|
%
|
|
||||
|
|
|
|
|
|
|
||||||||
Selling expense
|
1,321
|
|
1,307
|
|
(1
|
)%
|
2,463
|
2,623
|
6
|
%
|
||||
Percentage of net sales
|
4
|
%
|
5
|
%
|
|
4
|
%
|
5
|
%
|
|
||||
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
284
|
|
157
|
|
(81
|
)%
|
550
|
314
|
(75
|
)%
|
||||
|
|
|
|
|
|
|
||||||||
Income/(Loss) from operations before income taxes
|
|
$364
|
|
|
($2,262
|
)
|
116
|
%
|
(801)
|
(6,236)
|
87
|
%
|
•
|
Increased sales of $5.5 million;
|
•
|
Improved gross profit of $2.8 million; and
|
•
|
Selling, general and administration expenses remaining flat, an improvement as a percentage of sales.
|
•
|
Increased sales of $10.8 million;
|
•
|
Improved gross profit of $5.3 million; and
|
•
|
Selling, general and administration expenses remaining flat, and an improvement as a percentage of sales.
|
•
|
Expanded the training of employees in financial technical accounting, reporting and disclosure-related positions;
|
•
|
Reinforced the importance of a strong control environment, to emphasize the technical requirements for controls that are designed, implemented and operating effectively and to set the appropriate expectations on internal controls through establishing the related policies and procedures;
|
•
|
Implemented a catalog of key accounting rules that have been applied during the quarter. In the reviews of any major journal entries for non-standard operational accounting matters, this catalog will be used as a checklist to validate that the required accounting treatment is applied and disclosures are made accordingly. Management will evaluate whether the accounting treatment follows the current rules in the catalog and will decide whether outside firm expertise is warranted in such a review;
|
•
|
Validated and updated the catalog quarterly for any changes resulting from changed or newly pronounced accounting rules;
|
•
|
Reviewed the categories that are underlying the calculations related to stock-based compensation, and revise procedures for the calculation and review of effects from vested, forfeited and expired options; and
|
•
|
Implemented Certent, a comprehensive equity compensation management and reporting solution provider, in the second quarter of 2018.
|
Rule 13a - 14(a)/15d - 14(a) Certifications
(1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
Rule 13a - 14(a)/15d - 14(a) Certifications
(2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
Section 1350 Certifications (Chief Executive Officer and Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
|
|
Limited Waiver and Ninth Amendment to Credit and Security Agreement
|
|
Restricted stock option agreement
|
|
101.INS
|
XBRL Instance
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation
|
101.DEF
|
XBRL Taxonomy Extension Definition
|
101.LAB
|
XBRL Taxonomy Extension Labels
|
101.PRE
|
XBRL Taxonomy Extension Presentation
|
Date:
|
September 11, 2018
|
/s/ David J. Mansfield
|
|
|
David J. Mansfield
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
September 11, 2018
|
/s/ Karl J. Schmidt
|
|
|
Karl J. Schmidt
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 to make the statements made, in light of the circumstances under which such statements were made, not misleading with the respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 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 (as defined 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by 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 under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely 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 financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 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 internal control over financial reporting.
|
Date:
|
September 11, 2018
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 to make the statements made, in light of the circumstances under which such statements were made, not misleading with the respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 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 (as defined 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by 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 under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely 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 financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 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 internal control over financial reporting.
|
Date:
|
September 11, 2018
|