8-K

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): May 3, 2023

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

Oregon	0-27140	93-0557988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 360-397-6250

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, par value $0.01 per share	NWPX	Nasdaq Global Select Market

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 2.02.	RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	On May 3, 2023, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023 and its current outlook. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued May 3, 2023 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.
Item 9.01.	FINANCIAL STATEMENTS AND EXHIBITS
(d)	Exhibits
	99.1 Press Release issued by Northwest Pipe Company dated May 3, 2023
	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 on May 3, 2023.

NORTHWEST PIPE COMPANY
(Registrant)
By	/s/ Aaron Wilkins
	Aaron Wilkins,
	Senior Vice President, Chief Financial Officer, and Corporate Secretary

EX-99.1

Exhibit 99.1

Northwest Pipe Company Announces First Quarter 2023 Financial Results

• Net sales of $99.1 million decreased 9.4% year-over-year; Precast Infrastructure and Engineered Systems segment (“Precast”) net sales increased 2.7% year-over-year

• Gross profit of $16.6 million increased 12.1% year-over-year

• Net income of $0.23 per diluted share

• Backlog¹ of $297 million; backlog including confirmed orders² of $370 million for the Engineered Steel Pressure Pipe segment (“SPP”)

• Precast order book³ of $58 million

VANCOUVER, Washington—May 3, 2023—Northwest Pipe Company (NASDAQ: NWPX) (the “Company”), a leading manufacturer of water-related infrastructure including engineered steel water pipeline systems; stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components, today announced its financial results for the first quarter ended March 31, 2023. The Company will broadcast its first quarter 2023 earnings conference call on Thursday, May 4, 2023 at 7:00 a.m. PT.

Management Commentary

“As we expected, the first quarter was challenging due to severe weather events and customer driven production delays. Our Engineered Steel Pressure Pipe segment ended the first quarter with a near record $370 million in backlog including confirmed orders. Beginning with the second quarter, we expect SPP revenue to be on an upward trajectory back towards 2022 levels, with improved margins,” said Scott Montross, President and Chief Executive Officer of Northwest Pipe Company. “The Precast segment ended the first quarter stronger than anticipated with an order book of $58 million, down 12% from the same quarter in 2022, given the stresses on the residential housing market primarily affecting our Geneva locations. Non-residential business at our ParkUSA locations also continues to show strength. We expect our second quarter Precast revenue to improve over the first quarter of 2023 and for the Precast segment’s full year performance to be down only modestly from a record year in 2022 with similar margin levels.”

First Quarter 2023 Financial Results

Consolidated

• Net sales decreased 9.4% to $99.1 million from $109.3 million in the first quarter of 2022.

• Gross profit increased 12.1% to $16.6 million, or 16.7% of net sales, from $14.8 million, or 13.5% of net sales, in the first quarter of 2022.

• Net income was $2.4 million, or $0.23 per diluted share, compared to $3.6 million, or $0.36 per diluted share, in the first quarter of 2022.

¹ Northwest Pipe Company defines “backlog” as the balance of remaining performance obligations under signed contracts for Engineered Steel Pressure Pipe products for which revenue is recognized over time.

² Northwest Pipe Company defines “confirmed orders” as Engineered Steel Pressure Pipe projects for which the Company has been notified that it is the successful bidder, but a binding agreement has not been executed.

³ Northwest Pipe Company defines “order book” as unfulfilled orders outstanding at the measurement date for its Precast Infrastructure and Engineered Systems segment.

1

Engineered Steel Pressure Pipe Segment (SPP)

• SPP net sales decreased 14.9% to $63.5 million from $74.7 million in the first quarter of 2022 driven by a 4% decrease in tons produced resulting primarily from changes in project timing and an 11% decrease in selling price per ton due to decreased raw materials costs.

• SPP gross profit increased 8.2% to $7.8 million, or 12.2% of SPP net sales, from $7.2 million, or 9.6% of SPP net sales, in the first quarter of 2022. Gross profit in the first quarter of 2022 was negatively impacted by $2.0 million for a product liability settlement reserve.

• SPP backlog was $297 million as of March 31, 2023 compared to $274 million as of December 31, 2022 and $200 million as of March 31, 2022. Backlog including confirmed orders was $370 million as of March 31, 2023 compared to $372 million as of December 31, 2022 and $341 million as of March 31, 2022.

Precast Infrastructure and Engineered Systems Segment (Precast)

• Precast net sales increased 2.7% to $35.6 million from $34.6 million in the first quarter of 2022 primarily due to an increase in selling prices resulting from high demand for the Company’s concrete products in addition to increased materials costs.

• Precast gross profit increased 15.8% to $8.8 million, or 24.7% of Precast net sales, from $7.6 million, or 21.9% of Precast net sales, in the first quarter of 2022 primarily due to improved pricing.

• Precast order book was $58 million as of March 31, 2023 compared to $64 million as of December 31, 2022 and $66 million as of March 31, 2022.

Balance Sheet and Cash Flow

• As of March 31, 2023, the Company had $62.6 million of outstanding revolving loan borrowings and additional borrowing capacity of approximately $61 million under the revolving credit facility. The Company expects to have sufficient credit available to support its operations for at least the next twelve months with near-term repayment of outstanding debt remaining a high priority.

• Net cash provided by operating activities was $26.3 million, an increase of $24.7 million from $1.6 million in the first quarter of 2022 due to favorable changes in working capital.

• Capital expenditures of $4.4 million were relatively consistent with the first quarter of 2022.

Conference Call Details

A conference call and simultaneous webcast to discuss the Company’s first quarter 2023 financial results will be held on Thursday, May 4, 2023, at 7:00 a.m. Pacific Time. The call will be broadcast live on the Investor Relations section of the Company’s website at investor.nwpipe.com and will be archived online upon completion of the conference call. For those unable to listen to the live call, a replay will be available approximately three hours after the event and will remain available until Thursday, May 18, 2023, by dialing 1‑844‑512‑2921 in the U.S. or 1‑412‑317‑6671 internationally and entering the replay access code: 10177348.

About Northwest Pipe Company

Founded in 1966, Northwest Pipe Company is a leading manufacturer of water-related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe; bar-wrapped concrete cylinder pipe; and one of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, Northwest Pipe Company provides solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. The Company’s diverse team is committed to quality and innovation while demonstrating the Company’s core values of accountability, commitment, and teamwork. The Company is headquartered in Vancouver, Washington, and has 13 manufacturing facilities across North America. Please visit www.nwpipe.com for more information.

2

Forward-Looking Statements

Statements in this press release by Scott Montross are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, and projections about the Company’s business, management’s beliefs, and assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by the Company include changes in demand and market prices for its products, product mix, bidding activity and order cancelations, timing of customer orders and deliveries, production schedules, price and availability of raw materials, excess or shortage of production capacity, international trade policy and regulations, changes in tariffs and duties imposed on imports and exports and related impacts on the Company, economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing market, interest rate risk and changes in market interest rates, including the impact on the Company’s customers and related demand for its products, the Company’s ability to identify and complete internal initiatives and/or acquisitions in order to grow its business, the Company’s ability to effectively integrate Park Environmental Equipment, LLC and other acquisitions into its business and operations and achieve significant administrative and operational cost synergies and accretion to financial results, effects of security breaches, computer viruses, and cybersecurity incidents, impacts of U.S. tax reform legislation on the Company’s results of operations, adequacy of the Company’s insurance coverage, supply chain challenges, labor shortages, ongoing military conflicts in Ukraine and related consequences, operating problems at the Company’s manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters, material weaknesses in the Company’s internal control over financial reporting and its ability to remediate such weaknesses, impacts of pandemics, epidemics, or other public health emergencies, and other risks discussed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2022 and from time to time in its other Securities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

Non-GAAP Financial Measures

The Company is presenting backlog including confirmed orders. This non-GAAP financial measure is provided to better enable investors and others to assess the Company’s ongoing operating results and compare them with its competitors. This should be considered a supplement to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP.

For more information, visit www.nwpipe.com.

Contact:

Aaron Wilkins

Chief Financial Officer

Northwest Pipe Company

investors@nwpipe.com

Or Addo Investor Relations

nwpx@addo.com

###

3

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2023			2022
Net sales:
Engineered Steel Pressure Pipe	$	63,546		$	74,715
Precast Infrastructure and Engineered Systems		35,551			34,616
Total net sales		99,097			109,331
Cost of sales:
Engineered Steel Pressure Pipe		55,764			67,526
Precast Infrastructure and Engineered Systems		26,756			27,019
Total cost of sales		82,520			94,545
Gross profit:
Engineered Steel Pressure Pipe		7,782			7,189
Precast Infrastructure and Engineered Systems		8,795			7,597
Total gross profit		16,577			14,786
Selling, general, and administrative expense		11,866			9,368
Operating income		4,711			5,418
Other income (expense)		(29	)		44
Interest expense		(1,369	)		(560	)
Income before income taxes		3,313			4,902
Income tax expense		951			1,343
Net income	$	2,362		$	3,559
Net income per share:
Basic	$	0.24		$	0.36
Diluted	$	0.23		$	0.36
Shares used in per share calculations:
Basic		9,940			9,881
Diluted		10,087			9,973

4

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,934	$	3,681
Trade and other receivables, net		60,589		71,563
Contract assets		116,341		121,778
Inventories		70,970		71,029
Prepaid expenses and other		9,007		10,689
Total current assets		260,841		278,740
Property and equipment, net		134,419		133,166
Operating lease right-of-use assets		91,641		93,124
Goodwill		55,504		55,504
Intangible assets, net		34,203		35,264
Other assets		5,771		5,542
Total assets	$	582,379	$	601,340
Liabilities and Stockholders’ Equity
Current liabilities:
Current debt	$	10,756	$	10,756
Accounts payable		24,885		26,968
Accrued liabilities		24,296		30,957
Contract liabilities		25,794		17,456
Current portion of operating lease liabilities		4,627		4,702
Total current liabilities		90,358		90,839
Borrowings on line of credit		62,617		83,696
Operating lease liabilities		88,326		89,472
Deferred income taxes		12,045		11,402
Other long-term liabilities		7,956		7,657
Total liabilities		261,302		283,066
Stockholders’ equity		321,077		318,274
Total liabilities and stockholders’ equity	$	582,379	$	601,340

5

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income	$	2,362		$	3,559
Depreciation and finance lease amortization		2,799			2,935
Amortization of intangible assets		1,061			1,194
Deferred income taxes		635			383
Share-based compensation expense		990			635
Other, net		473			117
Changes in operating assets and liabilities, net		17,962			(7,175	)
Net cash provided by operating activities		26,282			1,648
Cash flows from investing activities:
Purchases of property and equipment		(4,382	)		(4,440	)
Other investing activities		-			30
Net cash used in investing activities		(4,382	)		(4,410	)
Cash flows from financing activities:
Borrowings on line of credit		34,602			38,023
Repayments on line of credit		(55,682	)		(34,532	)
Payments on finance lease obligations		(145	)		(125	)
Tax withholdings related to net share settlements of equity awards		(422	)		(294	)
Other financing activities		-			(6	)
Net cash provided by (used in) financing activities		(21,647	)		3,066
Change in cash and cash equivalents		253			304
Cash and cash equivalents, beginning of period		3,681			2,997
Cash and cash equivalents, end of period	$	3,934		$	3,301

6

XML

Document And Entity Information	May 03, 2023
Document Information [Line Items]
Entity, Registrant Name	NORTHWEST PIPE COMPANY
Document, Type	8-K
Document, Period End Date	May 03, 2023
Entity, Incorporation, State or Country Code	OR
Entity, File Number	0-27140
Entity, Tax Identification Number	93-0557988
Entity, Address, Address Line One	201 NE Park Plaza Drive
Entity, Address, Address Line Two	Suite 100
Entity, Address, City or Town	Vancouver
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98684
City Area Code	360
Local Phone Number	397-6250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	NWPX
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001001385