Note

- Debt

Debt totaled $

9.7

million and

$16.9

million at

October 31, 2020

and

January 31, 2020

, respectively.

Paycheck Protection Program Loan.

May 1, 2020,

the Company entered into a loan agreement under the Small Business Administration's Paycheck Protection Program ("PPP") and received proceeds of approximately

$3.2

million. Interest on the loan accrued at a fixed interest rate of

1.0%,

and the loan had a maturity date of

April 28, 2022.

Under Section

1106

of the CARES Act, borrowers are eligible for forgiveness of principal and accrued interest on the loans to the extent that the proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utility costs, otherwise described as qualified expenses. During the

three

months ended

July 31, 2020,

the Company used all of the PPP loan proceeds to pay for qualified expenses,

100%

of which were used for payroll related expenses. The Company believes the PPP loan proceeds will be forgiven under the terms of the CARES Act program.

Guidance from the American Institute of Certified Public Accountants' ("AICPA") Technical Question and Answer Section

3200.18

states that if 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 be forgiven, it

may

analogize to International Accounting Standards ("IAS")

- Accounting for Government Grants and Disclosure of Government Assistance to account for the PPP loan. The Company believes the PPP loan proceeds will be forgiven under the terms of the CARES Act program, although

assurance to that effect can be provided. Therefore, the Company has recognized the earnings impact on a systematic basis over the periods in which the Company recognized as expenses the related costs for which the grants were intended to compensate. We noted that all of these expenses, and thus the related earnings impact, were incurred during the

nine

months ended

October 31, 2020

The IAS

guidance allows for recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected the former option, to make a more clear distinction in its financial statements between its operating income and the amount of net income resulting from the PPP loan and subsequent expected forgiveness. As such, we have recognized the proceeds in earnings during the

nine

months ended

October 31, 2020

. The amounts are recognized in other income in the consolidated statements of operations.

Revolving lines - North America

September 20, 2018,

the Company and certain of its U.S. and Canadian subsidiaries (collectively, together with the Company, the “North American Loan Parties”) entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a

three

-year

$18

million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the “Senior Credit Facility”).

The Company has used proceeds from the Senior Credit Facility for on-going working capital needs, and expects to continue using this facility to fund future capital expenditures, working capital needs and other corporate purposes. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate or London Interbank Offered Rate ("LIBOR"), plus, in each case, an applicable margin. The applicable margin is based on average quarterly undrawn availability with respect to the Senior Credit Facility. Interest on alternate base rate borrowings are generally payable monthly in arrears and interest on LIBOR borrowings are generally payable in arrears on the last day of each interest period. Additionally, the Company is required to pay a

0.375%

per annum facility fee on the unused portion of the Senior Credit Facility. The facility fee is payable quarterly in arrears.

Subject to certain exceptions, borrowings under the Senior Credit Facility are secured by substantially all of the assets of the Company and certain of the assets of its North American subsidiaries. The North American Loan Parties' obligations under the Senior Credit Facility are guaranteed by Perma-Pipe Canada, Inc. The Senior Credit Facility will mature on

September 20, 2021.

Subject to certain qualifications and exceptions, the Senior Credit Facility contains covenants that, among other things, restrict the North American Loan Parties' ability to create liens, merge or consolidate, consummate acquisitions, make investments, dispose of assets, incur debt, and pay dividends and other distributions. In addition, the North American Loan Parties cannot allow capital expenditures to exceed

$3.0

million annually (plus a limited carryover of unused amounts).

The Senior Credit Facility also contains financial covenants requiring (i) the North America Loan Parties to achieve a ratio of its EBITDA (with certain additional adjustments) to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Senior Credit Facility (excluding from the calculation items related to the financial performance of the Company's foreign subsidiaries

not

party to the Credit Agreement) ("fixed charge coverage ratio") to be

not

less than

1.10

1.00

at each quarter end on a trailing

four

-quarter basis; and (ii) the Company and its subsidiaries (including the Company's foreign subsidiaries

not

party to the Credit Agreement) to achieve a fixed charge coverage ratio of

not

less than

1.10

1.00

at each quarter end on a trailing

four

-quarter basis.

As of

October 31, 2020,

the Company and its subsidiaries failed to achieve the necessary fixed charge coverage ratio of

1.10

1.00

for the trailing

four

-quarters ended

October 31, 2020

under its Credit Agreement for both the North American Loan Parties and the Company and its subsidiaries. It was critical to the Company to resolve its

October 31, 2020

covenant violations and to avoid potential future covenant violations for the Company's ability to satisfy its obligations in the normal course of business for the next year after the date these financial statements are available to be issued.

December 17, 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 of

1.10

1.00

as of

October 31, 2020

on a trailing

four

quarter basis as required under the Company's Credit Agreement and (ii) further amended certain future fixed charge coverage ratio covenants requirements under the Credit Agreement as described below. Additionally, the Company was also required to have received, and applied to reduce the outstanding balance under the Credit Agreement,

million from

one

of its foreign subsidiaries, Perma-Pipe Middle East FZC, in the United Arab Emirates. The transfer and repayment occurred on

December 17, 2020

and did

not

cause the Company to incur any additional fees or taxes, nor did it force the Company to change any of its assertions with regards to permanent reinvestment in any of its foreign subsidiaries. The Company will incur additional fees over the remainder of the Amendment and Waiver of approximately

$0.2

million. The Amendment and Waiver also eliminates the Company's ability to make LIBOR borrowings and reduces the overall availability by

$2.0

million until maturity.

The amended fixed charge coverage ratio requirements for the Company and its subsidiaries under the Amendment and Waiver are (i)

1.25

1.00

for the

six

-month period ending

April 30, 2021

and (ii)

1.25

1.00

for the

nine

-month period ending

July 31, 2021.

The amended fixed charge coverage ratio requirements for the North American Loan Parties under the Amendment and Waiver are (i)

1.10

1.00

for the

three

-month period ending

January 31, 2021; (

ii)

1.10

1.00

for the

six

-month period ending

April 30, 2021;

and (iii)

1.10

1.00

for the

nine

-month period ending

July 31, 2021.

In order to cure any future breach of the fixed charge coverage ratio covenant by the North American Loan Parties, the Company

may

repatriate cash from any of its foreign subsidiaries that are otherwise

not

a party to the Credit Agreement in an amount which, when added to the amount of the Company's Consolidated EBITDA, would result in pro forma compliance with the covenant. As of

October 31, 2020,

the Company's foreign subsidiaries that are

not

a party to the Credit Agreement had approximately

$6.2

million of cash available to satisfy a future potential repatriation cure of any potential future breach of the fixed charge coverage ratio covenant. Any cash required to cure future covenant defaults would be repatriated through the Company's subsidiaries in the United Arab Emirates, Saudi Arabia, Egypt and/or India. Most of this cash could be repatriated without any tax consequences, however, some repatriation would attract withholding taxes. The Company does

not

anticipate any material tax impacts of any potential future repatriation.

The Company believes it has alleviated any concerns about its ability to satisfy its obligations in the normal course of business for the next year after the date these financial statements are available to be issued based on the following:

●

The Company's execution of the Amendment and Waiver described above,

●

The Company's ability to repatriate cash from its foreign subsidiaries to cure any future covenant defaults without any material cost or tax consequences,

●

The Company expects an increase in business activity and cash flow from operations over the remaining term of the Amendment and Waiver,

●

Management expects to be able to borrow within the reduced availability parameters noted above, and

●

The Company's planned capital expenditures have some flexibility in the timing of the spend, allowing the Company to defer cash spending if necessary to aid compliance with loan covenants in the future.

As of

October 31, 2020

, the Company had borrowed an aggregate of

$1.8

million at rates of

6.25%

and

4.15%

resulting in a weighted average rate of

5.09%

and had

$5.8

million available under the Senior Credit Facility, before application of the

$2.0

million availability block noted above in connection with the Amendment and Waiver.

Revolving lines - foreign

The Company also has credit arrangements used by its Middle Eastern subsidiaries in the United Arab Emirates (the "U.A.E.") and Egypt as discussed further below.

The Company has a revolving line for

8.0

million Dirhams (approximately

$2.2

million at

October 31, 2020

) from a bank in the U.A.E. The facility has an interest rate of approximately

3.7%

and was originally set to expire in

November 2020,

however, the expiration has been extended to

December 2020

due to the global pandemic and inability to finalize renewal documentation prior to that time.

The Company has a

second

revolving line for

19.5

million Dirhams (approximately

$5.3

million at

October 31, 2020

) from a bank in the U.A.E. The facility has an interest rate of approximately

4.2%

and was originally set to expire in

July 2020,

however, the expiration has been extended to

December 2020

due to the global pandemic and inability to finalize renewal documentation prior to that time.

These credit arrangements are in the form of overdraft facilities and project financing at rates competitive in the countries in which the Company operates. The lines are secured by certain equipment, certain assets (such as accounts receivable and inventory), and a guarantee by the Company. Some credit arrangement covenants require a minimum tangible net worth to be maintained, including maintaining certain levels of intercompany subordinated debt. In addition, some of the revolving credit facilities restrict payment of dividends or undertaking of additional debt.

November 2019,

the Company's Egyptian subsidiary entered into a credit arrangement with a bank in Egypt for a revolving line of

200.0

million Egyptian Pounds (approximately

$12.7

million at

October 31, 2020

). This credit arrangement is in the form of project financing at rates competitive in Egypt. The line is secured by certain assets (such as accounts receivable) of the Company's Egyptian subsidiary. Among other covenants, the credit arrangement establishes a maximum leverage ratio allowable and restricts the Company's Egyptian subsidiary's ability to undertake any additional debt. The facility has an interest rate of approximately

11.6%

and was originally set to expire in

June 2020,

however, the expiration was extended to

January 2021

due to the global pandemic and inability to finalize renewal documentation prior to that time.

The Company's credit arrangements used by its Middle Eastern subsidiaries renew on an annual basis. The Company guarantees the subsidiaries' debt including all foreign debt.

The Company was in compliance with the covenants under the credit arrangements in the U.A.E. and Egypt as of

October 31, 2020

. On

October 31, 2020

, interest rates were based on the Emirates Inter Bank Offered Rate ("EIBOR") plus

3.0%

3.5%

per annum, with a minimum interest rate of

4.5%

per annum for the U.A.E. credit arrangements and based on the Central Bank of Egypt corridor rate plus

1.5%

per annum for the Egypt credit arrangement. Based on these base rates, as of

October 31, 2020

, the Company's interest rates ranged from

3.7%

11.6%,

with a weighted average rate of

3.88%,

and the Company could borrow

$20.2

million under these credit arrangements. As of

October 31, 2020

$4.5

million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, as of

October 31, 2020

, the Company had borrowed

$1.0

million, and had an additional

$14.7

million of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances

as of

October 31, 2020

and

January 31, 2020

, were included as current maturities of long-term debt in the Company's consolidated balance sheets.

Mortgages.

July

28,

2016,

the Company borrowed CAD

8.0

million (approximately

$6.1

million at the prevailing exchange rate on the transaction date) from a bank in Canada under a mortgage note secured by the Company's manufacturing facility located in Alberta, Canada that matures on

December

23,

2042.

The interest rate is variable, and was

4.55%

October 31, 2020

. Principal payments began in

January 2018.

June

19,

2012,

the Company borrowed

$1.8

million under a mortgage note secured by its manufacturing facility in Lebanon, Tennessee. The proceeds were used for payment of amounts borrowed. The loan bears interest at

4.5%

with monthly payments of

$13

thousand for both principal and interest and matures

July

2027.

June

19,

2022,

and on the same day of each year thereafter, the interest rate shall adjust to the prime rate, provided that the applicable interest rate shall

not

adjust more than

2.0%

per annum and shall be subject to a ceiling of

18.0%

and a floor of

4.5%.