The statements contained under the caption MD&A and other information contained elsewhere in this quarterly report, 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, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected as a result of many factors, including, but not limited to, those under the heading Item 1A. Risk Factors included in the Company's latest Annual Report on Form 10-K. This MD&A should be read in conjunction with the Company's consolidated financial statements, including the notes thereto, contained elsewhere in this report. Percentages set forth below in the MD&A have been rounded to the nearest percentage point, and may not exactly correspond to the comparative data presented.
COVID-19 and Depressed Oil and Gas Market Impact
The Company's results of operations, financial condition, liquidity and cash flow in 2020 and the three months endedApril 30, 2021 were adversely affected by the COVID-19 pandemic and the depressed market prices for oil and gas. Subsequent toApril 30, 2021 , the Company has experienced fewer COVID-19 related impacts and has seen oil and gas prices increase, which has resulted in increased business activity and improved financial results for the Company. Although the Company believes the general economic environment in which the Company operates has improved since the onset of the COVID-19 pandemic, the Company continues to experience supply chain difficulties as discussed below, and may continue to be adversely affected by COVID-19 in future periods, the extent to which remains unclear at this time. See Item 1A. Risk Factors included in the Company's latest Annual Report on Form 10-K for additional information. As of the date of filing this Form 10-Q, all of the Company's plants are operating. The Company's global supply chains have been adversely affected by the COVID-19 pandemic. The Company is taking steps to ensure continuity of supply. Due to the unprecedented actions taken to stem the spread of the virus and the uncertainty of the duration and impact of additional actions that may be required, the resulting future disruptions to the Company's operations are uncertain. In response to the factors noted above that negatively impacted our business in 2020 and early 2021, the Company has updated its forecasts more frequently to determine the continuing financial impact of these events on the Company's results of operations, financial condition and liquidity. As a result of the market conditions in 2020 and early 2021, the Company reduced headcount, planned capital expenditures and non-essential operating expenses. As market conditions have improved and business activity has increased, the Company has increased headcount and resumed its global capital expenditure programs. OnMay 1, 2020 , the Company entered into a loan agreement under the PPP and received proceeds of approximately$3.2 million . Interest on the loan accrued at a fixed interest rate of 1.0%. 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 endedJuly 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 submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documents to theSmall Business Administration ("SBA"). Based on the facts and circumstances of the Company's PPP loan and according to the applicable accounting guidance described herein, the Company has elected to account for the PPP loan proceeds as a grant that has reasonable assurance of being forgiven. As such, the Company recognized the proceeds in earnings during the year endedJanuary 31, 2021 . The amounts were recognized in other income in the consolidated statements of operations. OnJune 24, 2021 , the Company was notified by its lender that its PPP loan had been forgiven by the SBA. Beginning inApril 2020 , the Company's subsidiary,Perma-Pipe Canada, Ltd. ("PPCA"), applied for relief in the form of grants from the Canadian government under the Canadian Emergency Wage Subsidy ("CEWS") program. Based on the program rules, the grants are applied for each month and are granted based on the amount of eligible employee expenses incurred over the previous month. Beginning inOctober 2020 , PPCA also applied for grants under the Canadian Emergency Rent Subsidy ("CERS") program. PPCA was approved for and received approximately$0.6 million and$0.1 million in grants under the CEWS and CERS programs, respectively, during the nine months endedOctober 31, 2021 . Grants to the Company under both programs ended in the second quarter of 2021. The proceeds from the CEWS and CERS programs were recognized in other income in the consolidated statements of operations. 19
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Table of Contents RESULTS OF OPERATIONS The Company is engaged in the manufacture and sale of products in one reportable segment. Since the Company focuses on large discrete projects, operating results are significantly impacted as a result of large variations in the level of project activity in reporting periods. ($ in thousands) Three Months Ended October 31, Nine Months Ended October 31, Change Change 2021 2020 favorable/(unfavorable) 2021 2020 favorable/(unfavorable) Percent of Net Percent of Net Percent of Net Percent of Net Amount Sales Amount Sales Amount Amount Sales Amount Sales Amount Net sales$ 35,199 $ 20,294 $ 14,905$ 99,426 $ 63,399 $ 36,027 Gross profit 7,629 22 % 2,938 14 % 4,691 22,877 23 % 8,769 14 % 14,108 General and administrative expenses 4,635 13 % 4,528 22 % (107 ) 14,643 15 % 13,320 21 % (1,323 ) Selling expense 1,303 4 % 1,174 6 % (129 ) 3,397 3 % 4,153 7 % 756 Interest expense, net 270 107 (163 ) 717 411 (306 ) Other income, net 98 (2 ) 100 997 3,672 (2,675 ) Income/(loss) from operations before income taxes 1,519 (2,873 ) 4,392 5,117 (5,443 ) 10,560 Income tax expense/(benefit) 1,024 (23 ) (1,047 ) 2,049 (339 ) (2,388 ) Net income/(loss) 495 (2,850 ) 3,345 3,068 (5,104 ) 8,172
Three months ended
Net sales: Net sales were$35.2 million in the current quarter, an increase of$14.9 million , or 73%, from$20.3 million in the prior year quarter. The increase was a result of increased sales volumes in bothNorth America and in theMiddle East ,North Africa andIndia ("MENA") due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sUnited Arab Emirates ("U.A.E.") business benefitted from the introduction of a new product line subsequent to the third quarter of 2020. 20
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Table of Contents Gross profit:
Gross profit increased to
General and administrative expenses:
General and administrative expenses were relatively consistent,
increasing
Selling expenses:
Selling expenses were relatively consistent, increasing slightly to
Interest expense, net: Net interest expense increased to$0.3 million in the current quarter from$0.1 million in the prior year quarter. This increase was primarily related to the sale leaseback transaction for our operating facility inTennessee entered into inApril 2021 . Other income, net: Other income, net remained relatively consistent, increasing to an income of$0.1 million in the current quarter, compared to approximately zero in the prior year quarter.
Income/(loss) from operations before income taxes:
Income/(loss) from operations before income taxes increased by$4.4 million to income of$1.5 million in the current quarter from a loss of$(2.9) million in the prior year quarter. The increase was a result of increased sales volumes in bothNorth America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sU.A.E. business benefitted from the introduction of a new product line subsequent to the third quarter of 2020.
Income tax expense/(benefit):
The Company's worldwide effective tax rates ("ETR") were 67.6% and 0.8% in the current quarter and the prior year quarter, respectively. The change in the ETR from the prior year quarter to the current year quarter is largely due to changes in the mix of income and loss in various jurisdictions and the absence of recognizing tax benefits on losses inthe United States due to a full valuation allowance applied against its deferred tax assets. The Company expects that future distributions from foreign subsidiaries will not be subject to incrementalU.S. federal tax as they will either be remittances of previously taxed earnings and profits or eligible for a full dividends-received deduction. Current and future earnings in the Company's subsidiaries inCanada andEgypt are not permanently reinvested, and earnings in its Indian subsidiary are partially permanently reinvested. The earnings from these subsidiaries will be subject to tax in their local jurisdiction, and the impact of Indian, Canadian and Egyptian withholding taxes will be recorded. As such, the Company has accrued a liability of$0.8 million as ofOctober 31, 2021 related to these taxes.
For further information, see Note 5 - Income taxes, in the Notes to Consolidated Financial Statements.
Net income: The resulting net income of$0.5 million in the current quarter was an improvement of$3.4 million over the net loss of$(2.9) million in the prior year quarter. The increase was a result of increased sales volumes in bothNorth America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sU.A.E. business benefitted from the introduction of a new product line subsequent to the third quarter of 2020.
Nine months ended
Net sales: Net sales were$99.4 million in the current year-to-date, an increase of$36.0 million , or 57%, from$63.4 million in the prior year year-to-date. The increase was a result of increased sales volumes in bothNorth America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sU.A.E. business benefitted from the introduction of a new product line subsequent to the third quarter of 2020. 21
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Table of Contents Gross profit: Gross profit increased to$22.9 million , or 23% of net sales, in the current year-to-date from$8.8 million , or 14% of net sales, in the prior year year-to-date. This increase was driven by higher sales volumes and project and product mix.
General and administrative expenses:
General and administrative expenses were
Selling expenses:
Selling expenses decreased to
Interest expense, net: Net interest expense increased from$0.4 million in the prior year year-to-date to$0.7 million in the current year-to-date. This increase is primarily related to the sale leaseback transaction for our operating facility inTennessee entered into inApril 2021 . Other income, net: Other income, net decreased to$1.0 million in the current year-to-date, compared to$3.7 million in the prior year year-to-date. This decrease was primarily the result of income recorded in the prior year for funds received under the PPP program of$3.2 million . Funds received under the CEWS and CERS programs inCanada during the current year were also less than in the prior year. These decreases were offset by individually immaterial increases in our North American businesses.
Income/(loss) from operations before income taxes:
Income/(loss) from operations before income taxes increased by$10.5 million to an income of$5.1 million in the current year-to-date from a loss of ($5.4 million ) in the prior year year-to-date. The increase was a result of increased sales volumes in bothNorth America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sU.A.E. business benefitted from the introduction of a new product line subsequent to the third quarter of 2020.
Income tax expense/(benefit):
The Company's worldwide ETR's were 40.0% and 6.2% in the current year-to-date and the prior year year-to-date, respectively. The change in the ETR from the prior year to the current year was largely due to changes in the mix of income and loss in various jurisdictions and the absence of recognizing tax benefits on losses inthe United States due to a full valuation allowance applied against its deferred tax assets. Net income/(loss): The resulting net income of$3.1 million in the current year-to-date was an improvement of approximately$8.2 million over the net loss of ($5.1 million ) in the prior year year-to-date. The increase was a result of increased sales volumes in bothNorth America and MENA due to recovery from the effects of the COVID-19 pandemic. In addition, the Company'sU.A.E. business benefitted from the introduction of a new product line.
Liquidity and capital resources
Cash and cash equivalents as ofOctober 31, 2021 were$10.0 million compared to$7.2 million onJanuary 31, 2021 . OnOctober 31, 2021 ,$2.6 million was held in theU.S. , and$7.4 million was held at the Company's foreign subsidiaries. The Company's working capital was$38.2 million onOctober 31, 2021 compared to$25.6 million onJanuary 31, 2021 . Of the working capital components, accounts receivable increased by$12.8 million and cash and cash equivalents increased by$2.8 million as the result of the movements discussed below. As ofOctober 31, 2021 , the Company had$5.9 million of borrowing capacity under its Senior Credit Facility inNorth America and$9.4 million of borrowing capacity under its foreign revolving credit agreements. The Company had no borrowings under its Senior Credit Facility and$4.1 million borrowed under its foreign revolving credit agreements atOctober 31, 2021 . 22
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Net cash used in operating activities in the nine months endedOctober 31, 2021 was less than$0.1 million , as compared to net cash provided by operating activities of$2.0 million in the prior year period. This decrease in cash from operations was due primarily to increases in net working capital requirements in the current period compared to the prior year period due to increased activity as a result of post-COVID-19 economic recovery. The largest component of this increase was an increase in accounts receivable resulting in cash used of$13.5 million , partially offset by increases in net income and accounts payable of$3.1 million and$5.9 million , respectively. All of these changes were the result of the increase in business activity during the period. Net cash used in investing activities in the nine months endedOctober 31, 2021 and in the prior year period was$1.9 million and$1.6 million , respectively. This increase was due primarily to capital expenditures of the Company's subsidiary in theU.A.E. during the period. Net cash provided by financing activities in the nine months endedOctober 31, 2021 was$5.3 million , as compared to net cash used in financing activities of$7.2 million in the prior year period. The main source of cash from financing activities during the period was net proceeds of$8.6 million as a result of the sale and leaseback of the Company's land and buildings inLebanon, Tennessee during the period. This increase was also impacted by increased net proceeds from borrowings of approximately$1.9 million under the Senior Credit Facility, as compared to the prior year period, where net repayments were approximately$6.4 million . Debt totaled$10.2 million and$13.2 million as ofOctober 31, 2021 andJanuary 31, 2021 , respectively. For additional information, see Note 9 - Debt, in the Notes to Consolidated Financial Statements.Treasury stock. OnOctober 4, 2021 , the Company's Board of Directors approved a share repurchase program, which authorizes the Company to use up to$3.0 million for the purchase of its outstanding shares of common stock. Share repurchases are permitted to be executed through open market or privately negotiated transactions over the course of 12 months, depending upon current market conditions and other factors. Revolving line -North America . OnSeptember 20, 2018 , the Company and certain of itsU.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") withPNC Bank, National Association ("PNC"), as administrative agent and lender, providing for a three-year$18.0 million Senior Secured Revolving Credit Facility, subject to a borrowing base including various reserves (the "Senior Credit Facility"). The Company used proceeds from the Senior Credit Facility for on-going working capital needs and to fund capital expenditures, working capital needs and other corporate purposes. Borrowings under the Senior Credit Facility bore 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 was based on average quarterly undrawn availability with respect to the Senior Credit Facility. Additionally, the Company was required to pay a 0.375% per annum facility fee on the unused portion of the Senior Credit Facility. As ofOctober 31, 2020 , the Company and its subsidiaries failed to achieve the necessary fixed charge coverage ratio ("FCCR") of 1.10 to 1.00 for the trailing four-quarters endedOctober 31, 2020 under its Credit Agreement for both the North American Loan Parties and the Company and its subsidiaries. OnDecember 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 an FCCR of 1.10 to 1.00 as ofOctober 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. Additionally, the Company was also required to have received, and applied to reduce the outstanding balance under the Credit Agreement,$1.0 million from one of its foreign subsidiaries, Perma-Pipe Middle East FZC, in theU.A.E. The transfer and repayment occurred onDecember 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 incurred additional fees over the remainder of the Amendment and Waiver of approximately$0.1 million . The Amendment and Waiver also eliminated the Company's ability to make LIBOR borrowings and reduced the overall availability by$2.0 million until maturity. OnSeptember 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 Credit Facility"). The Company's obligations under the Renewed Senior Credit Facility are currently guaranteed byPerma-Pipe Canada, Inc. Each of the North American Loan Parties other thanPerma-Pipe Canada, Inc. is a borrower under the Renewed Senior Credit Facility (collectively, the "Borrowers"). The Borrowers will use borrowings under the Renewed Senior Credit Facility (i) to fund future capital expenditures; (ii) to fund on-going working capital needs; and (iii) for other corporate purposes, including potentially additional share repurchases. Borrowings under the Renewed Senior Credit Facility 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. The applicable margin will be based on an FCCR range. Interest on alternate base rate borrowings will be the alternate base rate as defined in the Renewed Senior Credit Facility plus an applicable margin ranging from 1.00% to 1.50%, based on the FCCR in the most recently reported period. Interest on LIBOR or LIBOR successor rate borrowings will be the LIBOR rate as defined in the Renewed Senior Credit Facility plus an applicable margin ranging from 2.00% to 2.50%, based on the FCCR in the most recently reported period. Additionally, the Borrowers will 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 will be secured by substantially all of the North American Loan Parties' assets. The Renewed Senior Credit Facility will mature onSeptember 20, 2026 . Subject to certain qualifications and exceptions, the Renewed 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 may not make capital expenditures in excess of$5.0 million annually, plus a limited carryover of unused amounts. 23
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The Renewed Senior Credit Facility also contains financial covenants requiring the North American Loan Parties to achieve a ratio of its EBITDA to the sum of scheduled cash principal payments on indebtedness for borrowed money and interest payments on the advances under the Renewed 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 or any day in which the undrawn availability is less than$2.0 million . If the covenant is triggered it will be tested for the nine-month period endingOctober 31, 2021 and the twelve-month period endingJanuary 31, 2022 and thereafter on a trailing twelve-month basis. As of the most recent reporting date, the calculated ratio was substantially greater than 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, 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. The Company was in compliance with these covenants as ofOctober 31, 2021 . The Renewed Senior Credit Facility contains customary events of default. If an event of default occurs and is continuing, then PNC may terminate all commitments to extend further credit and declare all amounts outstanding under the Renewed Senior Credit Facility due and payable immediately. In addition, if any of the North American Loan Parties or certain of their subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Renewed Senior Credit Facility will automatically become immediately due and payable. Loans outstanding under the Renewed Senior Credit Facility will bear interest at a 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 ofOctober 31, 2021 , the Company had no borrowings and had$5.9 million available under the Renewed Senior Credit Facility, before application of a$3.0 million availability block that can be reduced by the Company's financial performance. As ofJanuary 31, 2021 , the Company had borrowed an aggregate of$2.8 million and had$1.7 million available under the Senior Credit Facility.
Revolving lines - foreign. The Company also has credit arrangements used by its
Middle Eastern subsidiaries in the
The Company has a revolving line for 8.0 millionU.A.E. Dirhams (approximately$2.2 million atOctober 31, 2021 ) from a bank in theU.A.E. The facility has an interest rate of approximately 3.46% and was originally set to expire inNovember 2020 , however, the expiration was extended due to the COVID-19 pandemic and inability to finalize renewal documentation prior to that time. The Company has submitted final documentation to complete the renewal process, and is awaiting official notification from the bank of the renewal completion. This process is expected to be completed inDecember 2021 .
The Company has a second revolving line for 19.5 million
The Company has a third revolving line for 3.0 million
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. InJune 2021 , the Company's Egyptian subsidiary entered into a credit arrangement with a bank inEgypt for a revolving line of100.0 million Egyptian Pounds (approximately$6.4 million atOctober 31, 2021 ). This credit arrangement is in the form of project financing at rates competitive inEgypt . 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 undertake any additional debt. The facility has an interest rate of approximately 10.8% and is set to expire inAugust 2022 . InJanuary 2021 , the Company entered into a credit arrangement for project financing with a bank inEgypt for46.2 million Egyptian Pounds (approximately$2.9 million atOctober 31, 2021 ). This credit arrangement is in the form of project financing at rates competitive inEgypt . The line is secured by the contract for a project being financed by the Company's Egyptian subsidiary. The facility has an interest rate of approximately 8.0% and is expected to expire inDecember 2021 in connection with the completion of the project. 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 theU.A.E. andEgypt as ofOctober 31, 2021 . OnOctober 31, 2021 , interest rates were based on the Emirates Inter Bank Offered Rate plus 3.0% to 3.5% per annum for theU.A.E. credit arrangements, two of which have a minimum interest rate of 4.5% per annum, and based on the stated interest rate in the agreement for theEgypt credit arrangement. Based on these base rates, as ofOctober 31, 2021 , the Company's interest rates ranged from 3.46% to 10.8%, with a weighted average rate of 6.51%, and the Company had facility limits totaling$17.6 million under these credit arrangements. As ofOctober 31, 2021 ,$2.9 million of availability was used to support letters of credit to guarantee amounts committed for inventory purchases and for performance guarantees. Additionally, as ofOctober 31, 2021 , the Company had borrowed$4.1 million , and had an additional$9.4 million of borrowing remaining available under the foreign revolving credit arrangements. The foreign revolving lines balances as ofOctober 31, 2021 andJanuary 31, 2021 , were included as current maturities of long-term debt in the Company's consolidated balance sheets. 24
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Prior additional liquidity from the PPP
OnMay 1, 2020 , the Company entered into a loan agreement under the PPP and received proceeds of approximately$3.2 million . Interest on the loan accrued at a fixed interest rate of 1.0%. 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 endedJuly 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 submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documents to theSmall Business Administration ("SBA"). Based on the facts and circumstances of the Company's PPP loan and according to the applicable accounting guidance described herein, the Company has elected to account for the PPP loan proceeds as a grant that has reasonable assurance of being forgiven. As such, the Company recognized the proceeds in earnings during the year endedJanuary 31, 2021 . The amounts were recognized in other income in the consolidated statements of operations. OnJune 24, 2021 , the Company was notified by its lender that its PPP loan had been forgiven by the SBA.
Prior additional liquidity from the CEWS Program
Beginning inApril 2020 , the Company's subsidiary, PPCA, applied for relief in the form of grants from the Canadian government under the CEWS program. Based on the program rules, the grants are applied for each month and are granted based on the amount of eligible employee expenses incurred over the previous month. Beginning inOctober 2020 , PPCA also applied for grants under the CERS 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 six months endedJuly 31, 2021 . Grants to the Company under both programs ended in the second quarter of 2021. The proceeds from CEWS and CERS were recognized in other income in the consolidated statements of operations.
Accounts receivable:
In 2013, the Company started a project in theMiddle East as a sub-contractor, with billings in the aggregate amount of approximately$41.9 million . The Company completed all of its deliverables in 2015 under the related contract, but the system has not yet been commissioned by the customer. Nevertheless, the Company has since then collected approximately$38.2 million as ofOctober 31, 2021 , with a remaining balance due in the amount of$3.7 million . Included in this balance is an amount of$3.4 million , which pertains to retention clauses within the agreements of the Company's customer (contractor), and which become payable by the customer when this 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-term nature of this receivable,$2.1 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 the first quarter of 2021, the Company received approximately$0.1 million from the customer and additional receipts are expected throughout the rest of 2021. The Company continues to engage with the customer to ensure full payment of open balances, and duringAugust 2021 received an updated acknowledgment of the outstanding balances and assurances of payment from the customer. As a result, the Company did not reserve any allowance against this amount as ofOctober 31, 2021 . However, if the Company's efforts to collect on this account are not successful, the Company may recognize an allowance for all, or substantially all, of any such then uncollected amounts.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies are described in Item 7. MD&A and in the Notes to the Consolidated Financial Statements for the year endedJanuary 31, 2021 contained in the Company's latest Annual Report on Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of critical accounting policies may require management to make assumptions, judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates. 25
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