v3.25.2
Note 15 - Noncontrolling Interest
6 Months Ended
Jul. 31, 2025
Notes to Financial Statements  
Noncontrolling Interest Disclosure [Text Block]

Note 15 - Noncontrolling interest

 

On June 1, 2023, the Company closed on its formation of a joint venture (the "JV", and the agreement governing the JV, the "JV Agreement") with Gulf Insulation Group ("GIG"), a leading provider of pre-insulated piping systems and pipe fabrication, in which the Company acquired a 60% controlling financial interest and contributed assets consisting of a building and equipment. The JV is a limited liability company named Perma Pipe Gulf Arabia Industry LLC and is a closed joint stock company established under the laws of the Kingdom of Saudi Arabia. The JV's capital is comprised of ordinary shares with 60% owned by the Company and the remaining 40% owned by GIG. This collaborative business arrangement results in expanding the Company's market presence in Saudi Arabia, Kuwait, and Bahrain. The primary business activities of the JV include the manufacture and sale of the pre-insulated piping systems and pipe coating services.

 

The balance sheets and operating activities of this investment are included in the Company's consolidated financial statements. As of  July 31, 2025, the carrying amount of the assets and liabilities of the JV that are consolidated by the Company totaled $39.8 million and $19.9 million, respectively, and $39.1 million and $22.1 million, respectively, as of  January 31, 2025

 

The Company adjusts net income in the consolidated statements of operations to exclude the proportionate share of results that is attributable to the non-controlling interest. Additionally, the Company presents the proportionate share that is attributable to the non-controlling interest as temporary equity within the consolidated balance sheets. This temporary equity presentation is the result of the non-controlling interest being subject to certain redemption rights that are not entirely within the Company's control. Due to these redemption rights, at each balance sheet date, the Company is required to adjust the carrying value attributable to the non-controlling interest to fair value, which is limited to its original carrying value at the formation of the business arrangement. Adjustments made to reflect the change in the value of the redeemable non-controlling interest are offset against permanent equity within the Company's consolidated balance sheets. 

 

Net income attributable to GIG was $0.4 million and $1.0 million for the three months ended  July 31, 2025 and 2024, respectively. Net income attributable to GIG was $1.3 million for the six months ended  July 31, 2025 and 2024. 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 non-controlling interest as measured at fair value was $12.2 million and $11.0 million at  July 31, 2025 and  January 31, 2025, respectively. The change in non-controlling interest consists of $1.3 million in current year net income attributable to non-controlling interest, and approximately $(0.1) million as an adjustment to the carrying value of the redeemable non-controlling interest pertaining to the business arrangement. In addition, there were no dividends or any other form of distributions from non-controlling interest for the periods ended  July 31, 2025 and  January 31, 2025