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Form 8-K NORTHWEST PIPE CO For: Aug 08

August 8, 2022 4:38 PM EDT

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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): August 8, 2022
 
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 August 8, 2022, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022 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 August 8, 2022 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
     
   
     
   
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 August 8, 2022.
 
 
NORTHWEST PIPE COMPANY
 
(Registrant)
     
 
By
/s/ Aaron Wilkins
   
Aaron Wilkins,
   
Senior Vice President, Chief Financial Officer, and
Corporate Secretary
 
 

Exhibit 99.1

 

 

pic1.jpg

 

Northwest Pipe Company Announces Second Quarter 2022 Financial Results

 

 

Net sales of $118.5 million increased 60.6% year-over-year

 

Gross profit of $24.1 million increased 152.5% year-over-year

 

Net income of $0.97 per diluted share; adjusted net income of $1.04 per diluted share

 

Record quarterly profits and revenues for both of the recently acquired Precast Infrastructure and Engineered Systems segment (Precast) businesses

 

Backlog1 of $303 million; backlog including confirmed orders2 of $338 million for the Engineered Steel Pressure Pipe segment (SPP)

 

Record order book3 of $75 million for Precast

 

VANCOUVER, Washington—August 8, 2022—Northwest Pipe Company (NASDAQ: NWPX) (the “Company”), a leading manufacturer of water-related infrastructure including engineered pipeline systems and precast products, today announced its financial results for the second quarter ended June 30, 2022. The Company will broadcast its second quarter 2022 earnings conference call on Monday, August 8, 2022 at 2:00 p.m. PT.

 

Management Commentary

 

“The integration of ParkUSA is on schedule and we remain very excited about the potential of our newest acquisition. Our Precast business continued to be very strong during the second quarter, producing revenue of $41.4 million, a gross margin of 31.3% and a record order book that ended the quarter at nearly $75 million. Despite some of the current economic headwinds, we expect the Precast business to remain strong for the near term,” said Scott Montross, President and Chief Executive Officer of Northwest Pipe Company.

 

Mr. Montross continued, “Our Engineered Steel Pressure Pipe business continued to experience solid bidding and ended the second quarter with a strong backlog including confirmed orders of $338 million. While the first half of 2022 was projected to be the high-water mark for backlog, we expect it to remain fairly high compared to historical standards for the balance of the year. In the second quarter, our SPP business generated revenue of $77.1 million and gross margins of 14.4%. For the third quarter of 2022, our SPP business was on track to generate similar revenue and improving margins compared to the second quarter of 2022. However, recent severe weather events in late July and early August forced shutdowns at both our Adelanto, California and St. Louis, Missouri plants due to flooding which may adversely impact our revenue and margins if the shutdowns become extended. As such, we currently anticipate our third quarter SPP revenue could be down slightly from the second quarter of 2022 with gross margins that are flat to modestly higher.”

 


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

 

Second Quarter 2022 Financial Results

 

Consolidated

 

 

Net sales increased 60.6% to $118.5 million from $73.8 million in the second quarter of 2021.

 

 

Gross profit increased 152.5% to $24.1 million, or 20.3% of net sales, from $9.5 million, or 12.9% of net sales, in the second quarter of 2021.

 

 

Net income was $9.7 million, or $0.97 per diluted share, compared to $2.1 million, or $0.21 per diluted share, in the second quarter of 2021.

 

 

Adjusted net income was $10.3 million, or $1.04 per diluted share, compared to $2.2 million, or $0.22 per diluted share, in the second quarter of 2021. Adjusted net income, which is a non-GAAP financial measure, is reconciled to net income in the table titled “Reconciliation of Non-GAAP Financial Measures” below.

 

Engineered Steel Pressure Pipe Segment (SPP)

 

 

SPP net sales increased 31.2% to $77.1 million from $58.7 million in the second quarter of 2021 driven by a 35% increase in selling price per ton due to increased materials costs and changes in product mix, partially offset by a 3% decrease in tons produced resulting from changes in project timing.

 

 

SPP gross profit increased 67.9% to $11.1 million, or 14.4% of SPP net sales, compared to $6.6 million, or 11.3% of SPP net sales, in the second quarter of 2021 primarily due to changes in product mix.

 

 

SPP backlog was approximately $303 million as of June 30, 2022 compared to $200 million as of March 31, 2022 and $195 million as of June 30, 2021. Backlog including confirmed orders was $338 million as of June 30, 2022 compared to $341 million as of March 31, 2022 and $234 million as of June 30, 2021.

 

Precast Infrastructure and Engineered Systems Segment (Precast)

 

 

Precast net sales increased 175.2% to $41.4 million from $15.1 million in the second quarter of 2021 primarily due to the Park Environmental Equipment, LLC (“ParkUSA”) operations acquired in October 2021, which contributed $24.2 million in net sales. In addition, the segment realized a 14% increase in net sales at the pre-existing precast operations resulting from a 54% increase in selling prices due to the high demand for the Company’s concrete products coupled with increased material costs, partially offset by a 26% decrease in volume shipped due to changes in product mix.

 

 

Precast gross profit increased 343.9% to $13.0 million, or 31.3% of Precast net sales, from $2.9 million, or 19.4% of Precast net sales, in the second quarter of 2021 due to contributions from the ParkUSA operations, as well as improved pricing at the pre-existing precast operations.

 

 

Precast order book was approximately $75 million as of June 30, 2022 compared to $66 million as of March 31, 2022 and $24 million as of June 30, 2021. The quarter ended December 31, 2021 was the first period that included the order book for ParkUSA.

 

Liquidity Details

 

As of June 30, 2022, the Company had $86.7 million of outstanding revolving loan borrowings and additional borrowing capacity of approximately $37 million. 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.

 

Conference Call Details

 

A conference call and simultaneous webcast to discuss the Company’s second quarter 2022 financial results will be held on Monday, August 8, 2022 at 2:00 p.m. PT. 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 Monday, August 22, 2022 by dialing 1‑844-512-2921 in the U.S. or 1‑412-317-6671 internationally and entering the replay access code: 10019896.

 

2

 

About Northwest Pipe Company

 

Founded in 1966, Northwest Pipe Company is a leading manufacturer for water-related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures high-quality precast and reinforced concrete products; water, wastewater, and stormwater equipment; 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, and Permalok® 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.

 

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, fluctuations in interest rate risk and changes in market interest rates, 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 ParkUSA and other acquisitions into its business and operations and achieve significant administrative and operational cost synergies and accretion to financial results, 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, impacts of pandemics, epidemics, or other public health emergencies, such as coronavirus disease 2019, and other risks discussed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021 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, adjusted net income, and adjusted diluted net income per share. These non-GAAP financial measures are 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

(360) 397‑6294 • [email protected]

 

Or Addo Investor Relations

(310) 829‑5400

###

 

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NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net sales:

                               

Engineered Steel Pressure Pipe

  $ 77,068     $ 58,748     $ 151,783     $ 118,805  

Precast Infrastructure and Engineered Systems

    41,454       15,064       76,070       27,318  

Total net sales

    118,522       73,812       227,853       146,123  
                                 

Cost of sales:

                               

Engineered Steel Pressure Pipe

    65,963       52,133       133,489       105,036  

Precast Infrastructure and Engineered Systems

    28,479       12,141       55,498       22,774  

Total cost of sales

    94,442       64,274       188,987       127,810  
                                 

Gross profit:

                               

Engineered Steel Pressure Pipe

    11,105       6,615       18,294       13,769  

Precast Infrastructure and Engineered Systems

    12,975       2,923       20,572       4,544  

Total gross profit

    24,080       9,538       38,866       18,313  
                                 

Selling, general, and administrative expense

    10,127       6,337       19,495       12,167  

Operating income

    13,953       3,201       19,371       6,146  

Other income

    1       30       45       89  

Interest expense

    (869

)

    (348

)

    (1,429

)

    (575

)

Income before income taxes

    13,085       2,883       17,987       5,660  

Income tax expense

    3,412       752       4,755       1,354  

Net income

  $ 9,673     $ 2,131     $ 13,232     $ 4,306  
                                 

Net income per share:

                               

Basic

  $ 0.98     $ 0.22     $ 1.34     $ 0.44  

Diluted

  $ 0.97     $ 0.21     $ 1.33     $ 0.43  
                                 

Shares used in per share calculations:

                               

Basic

    9,918       9,861       9,900       9,837  

Diluted

    9,968       9,915       9,971       9,920  

 

4

 

 

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

   

June 30,

2022

   

December 31,

2021

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 3,543     $ 2,997  

Trade and other receivables, net

    63,047       52,664  

Contract assets

    125,158       107,170  

Inventories

    74,247       59,651  

Prepaid expenses and other

    3,837       5,744  

Total current assets

    269,832       228,226  

Property and equipment, net

    124,651       121,266  

Operating lease right-of-use assets

    95,628       98,507  

Goodwill

    53,684       53,684  

Intangible assets, net

    37,073       39,376  

Other assets

    5,715       6,620  

Total assets

  $ 586,583     $ 547,679  
                 

Liabilities and Stockholders Equity

               

Current liabilities:

               

Accounts payable

  $ 49,640     $ 32,267  

Accrued liabilities

    29,240       24,498  

Contract liabilities

    8,127       2,623  

Current portion of operating lease liabilities

    4,769       4,704  

Total current liabilities

    91,776       64,092  

Borrowings in line of credit

    86,713       86,761  

Operating lease liabilities

    91,374       93,725  

Deferred income taxes

    11,285       10,984  

Other long-term liabilities

    8,491       8,734  

Total liabilities

    289,639       264,296  
                 

Stockholders’ equity

    296,944       283,383  

Total liabilities and stockholders’ equity

  $ 586,583     $ 547,679  

 

5

 

 

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands, except per share amounts)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net income, as reported

  $ 9,673     $ 2,131     $ 13,232     $ 4,306  

Adjustments for non-recurring items:

                               

Acquisition-related transaction costs

    36       90       59       236  

Amortization of acquired intangibles (1)

    793       -       1,672       -  

Estimated tax impact of non-recurring items

    (205

)

    (22

)

    (428

)

    (58

)

Adjusted net income

  $ 10,297     $ 2,199     $ 14,535     $ 4,484  
                                 

Diluted net income per share, as reported

  $ 0.97     $ 0.21     $ 1.33     $ 0.43  
                                 

Adjusted diluted net income per share

  $ 1.04     $ 0.22     $ 1.46     $ 0.45  

 

 


(1)

Amortization of acquired intangibles represents amortization of ParkUSA intangible assets only and is included for comparability purposes between 2022 and 2021.

 

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