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Note 15 - Noncontrolling Interests
9 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Noncontrolling Interest Disclosure [Text Block]

Note 15 - Noncontrolling interest

 

The Company has a controlling financial interest in a certain investment which is not considered a wholly owned subsidiary. Accordingly, there remains a minority portion of the equity interest that is owned by a third party. Pursuant to the applicable guidance contained in ASC 810, Consolidations, the balance sheets and operating activities of this investment is included in the Company's consolidated financial statements. The Company adjusts net income in the consolidated statements of operations to exclude the proportionate share of results that is attributable to non-controlling interest. Additionally, the Company presents the proportionate share that is attributable to redeemable non-controlling interest as temporary equity within the consolidated balance sheets. This mezzanine presentation is the result of the non-controlling interest being subject to a put option that is not solely within the Company's control and in connection with the equity shares of the business arrangement that is redeemable any time after five years following the date of incorporation. Further, the put option did not meet the definition of a derivative as a result of not containing a net settlement provision and the shares not being readily convertible to cash, thereby being considered embedded with respect to non-controlling interest. 

 

On June 1, 2023, the Company closed on its formation of the joint venture ("The JV Agreement") with Gulf Insulation Group ("GIG") a leading provider of pre-insulated piping systems, leak detection systems, and pipe fabrication, in which the Company acquired a 60% controlling interest in exchange for consideration of $2.7 million, consisting of land and equipment. The Company expects this collaborative business arrangement to result in expanding its market presence in Saudi Arabia, Kuwait, and Bahrain. Pursuant to the applicable guidance in ASC 805, Business Combinations and Noncontrolling Interests, the Company determined that the transaction did not meet the necessary conditions to be considered a business combination. As such, the assets transferred by the Company were recorded at historical cost, and no gain was recognized as a result of this exchange. Further, the other party to this business arrangement acquired a 40% non-controlling interest by contributing assets of approximately $2.7 million, mainly consisting of land and equipment. The non-controlling interest attributable to the other party was recorded at its estimated fair value as of the investment date, and no gain was recognized as a result of this exchange. In connection with the joint venture, the Company agreed to a promissory note in the principal amount $2.7 million payable to the related party contained in this agreement. The principal amount is presented within the note payable to GIG caption in the Company's consolidated balance sheets. 

 

Net income attributable to GIG was $1.4 million and $0.0 million for the three months ended October 31, 2023 and 2022, respectively. Net income attributable to GIG was $1.6 million and $0.0 million for the nine months ended October 31, 2023 and 2022, respectively. The proportionate share of net income was accounted for as a reduction in deriving net income attributable to common stock in the Company's consolidated statements of operations.

 

The Company had carrying amounts attributable to non-controlling interest of $4.2 million and $0.0 million recorded within temporary equity at  October 31, 2023 and January 31, 2023, respectively. There were no dividends or any other forms of distributions from non-controlling interest as of October 31, 2023 and January 31, 2023, respectively.