8-K
Perma-Pipe International Holdings, Inc. (PPIH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report (Date of earliest event reported): April 19, 2021
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32530 | 36-3922969 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File<br><br> <br>Number) | (IRS Employer<br><br> <br>Identification No.) |
6410 West Howard Street, Niles, Illinois 60714
(Address of principal executive offices, including zip code)
(847) 966-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value per share | PPIH | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
|---|
On April 19, 2021, Perma-Pipe International Holdings, Inc. (the "Company") issued a press release announcing its entry into a purchase and sale agreement with Nash88, LLC, pursuant to which the Company sold its land and buildings in Lebanon, Tennessee (the "Property") for a purchase price of $10.4 million. The transaction generated net proceeds of $8.7 million in cash. Concurrent with the sale of the Property, the Company entered into a fifteen-year lease agreement whereby the Company will lease back the Property at an annual rental rate of approximately $0.8 million, subject to annual rent increases. The Company has four consecutive options to extend the term of the lease by five years for each such option. At closing, $0.4 million was placed in a short term escrow account to cover certain post-closing contingencies that may arise. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit
Number
| (99.1) | Press Release of Perma-Pipe International Holdings, Inc., dated April 19, 2021, regarding its sale and leaseback transaction generating $8.7 million in net proceeds. |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERMA-PIPE INTERNATIONAL HOLDINGS, INC. | ||
|---|---|---|
| Date: April 19, 2021 | By: | /s/ D. Bryan Norwood |
| D. Bryan Norwood | ||
| Vice President and Chief Financial Officer |
ex_241621.htm
Exhibit 99.1
| COMPANY: | Perma-Pipe International Holdings, Inc. |
|---|---|
| CONTACT: | David Mansfield, President and CEO |
| --- | --- |
Perma-Pipe Investor Relations
(847) 929-1200
Perma-Pipe International Holdings, Inc. Announces Sale and Leaseback Transaction Generating $8.7 Million in Net Proceeds
NILES, IL, April 19, 2021 - Perma-Pipe International Holdings, Inc. (NASDAQ: PPIH) announced today that it has completed a sale and leaseback transaction with Nash88, LLC, generating $8.7 million in net proceeds.
The property sold consisted of land and buildings in Lebanon, Tennessee related to the coating and fabrication of district heating and cooling piping systems. Perma-Pipe will continue to occupy the facility under an initial fifteen-year lease term, with an option to renew up to an additional twenty years.
At closing $0.4 million was placed in a short term escrow account to cover certain post-closing contingencies that may arise.
“Our objective in the transaction was to raise capital and to reinvest this into the business which will allow us to continue to pursue our planned programs for growth at a time when the future market recovery and operational cash flows are uncertain,” noted President and CEO David Mansfield.
“We have a number of very compelling opportunities to pursue, and the additional funds generated from the transaction will allow us to proceed unhindered by the severe restrictions we have operated under since the start of the pandemic a year ago. We believe that these opportunities will provide a significantly better return on our investment than our previous investment in the Lebanon property,” concluded Mr. Mansfield.
Perma-Pipe International Holdings, Inc.
Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) is a global leader in pre-insulated piping and leak detection systems for oil and gas gathering, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges
regarding the safe and efficient transportation of many types of liquids. In total, Perma-Pipe has operations at thirteen locations in six countries.