nwpx20201103_8k.htm
false 0001001385 0001001385 2020-11-04 2020-11-04
 
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): November 4, 2020
 
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))
 
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.     ☐
 
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
 
 

 
Item 2.02.
 
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
 
 
 
 
On November 4, 2020, Northwest Pipe Company (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020 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 November 4, 2020 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 November 4, 2020.
 
 
NORTHWEST PIPE COMPANY
 
(Registrant)
 
 
 
 
By
/s/ Aaron Wilkins
 
 
Aaron Wilkins,
 
 
Senior Vice President, Chief Financial Officer, and
Corporate Secretary
 
 
 

Exhibit 99.1

 

northwestlogo03.jpg

 

 

 

Northwest Pipe Company Announces Third Quarter 2020 Financial Results

 

 

•

Gross profit of $15.6 million and gross profit margin of 20.1%

 

•

Strong backlog of $143 million; $231 million including confirmed orders representing the ninth consecutive quarter over $200 million

 

•

Net income of $0.73 per diluted share; adjusted net income of $0.78 per diluted share

 

•

Net sales of $77.6 million, the highest quarterly net sales since the first quarter of 2013

 

•

Strong operating cash flows resulted in cash and cash equivalents of $30.4 million

 

 

VANCOUVER, Washington—November 4, 2020—Northwest Pipe Company (NASDAQ: NWPX), an industry leader of engineered pipeline systems for water infrastructure, today announced its financial results for the third quarter ended September 30, 2020. The Company will broadcast its third quarter 2020 earnings conference call on Thursday, November 5, 2020 at 7:00 a.m. PT.

 

Third Quarter 2020 Results

 

Net sales increased 3.2% to $77.6 million in the third quarter of 2020 from $75.2 million in the third quarter of 2019 due to a $12.5 million contribution from the Company’s acquired Geneva Pipe and Precast Company (“Geneva”) operations. Legacy revenue decreased from the third quarter of 2019 due to a 37% decrease in tons produced as a result of project timing, partially offset by a 37% increase in selling price per ton due to a change in product mix.

 

Gross profit increased 0.9% to $15.6 million, or 20.1% of net sales, in the third quarter of 2020 from $15.5 million, or 20.6% of net sales, in the third quarter of 2019, primarily due to the margin contribution from Geneva, partially offset by lower production volume at legacy facilities.

 

Net income was $7.3 million, or $0.73 per diluted share, in the third quarter of 2020 compared to $10.7 million, or $1.10 per diluted share, in the third quarter of 2019. The third quarter of 2020 included increased selling, general, and administrative expenses of $0.8 million primarily due to the addition of Geneva and higher compensation expenses. The third quarter of 2019 included other income of $2.3 million related to a legal settlement, and a lower than normal estimated income tax rate of 19.0% impacted by the estimated changes in the Company’s valuation allowance. After considering non-recurring items, adjusted net income was $7.7 million, or $0.78 per diluted share, in the third quarter of 2020, compared to $8.9 million, or $0.91 per diluted share, in the third quarter of 2019. See the Company’s “Reconciliation of Non-GAAP Financial Measures” in the table below.

 

Backlog represents the balance of remaining performance obligations under signed contracts for water infrastructure steel pipe projects. Backlog was approximately $143 million as of September 30, 2020 compared to $159 million as of June 30, 2020 and $211 million as of September 30, 2019. The Company also has projects for which it has been notified that it is the successful bidder, but a binding agreement has not been executed (“confirmed orders”). Backlog including confirmed orders was $231 million as of September 30, 2020 compared to $246 million as of June 30, 2020 and $270 million as of September 30, 2019.

 

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Management Commentary

 

“Despite experiencing COVID-19 related project and bidding delays in the second half of the year, our third quarter produced solid revenue and a gross profit margin that exceeded 20%. The bidding delays caused our quarter ending backlog to moderate down to $231 million, a level that is still very high by historic standards and that represents the ninth straight quarter over $200 million,” said Scott Montross, President and CEO of the Company. “Due to customer driven project delays, we expect fourth quarter revenues and the resulting gross profit margin to be lower than the third quarter. However, as we look into 2021, the structure of our business remains strong.”

 

Balance Sheet Details

 

Total cash and cash equivalents were $30.4 million as of September 30, 2020, up from $19.2 million as of June 30, 2020 primarily due to increased operating cash flows.

 

As of September 30, 2020, the Company had $14.6 million of outstanding term loan borrowings and no borrowings under its revolving line of credit with additional borrowing capacity of approximately $55 million.

 

Conference Call Details

 

A conference call and simultaneous webcast to discuss the Company’s third quarter 2020 financial results will be held on Thursday, November 5, 2020 at 7:00 a.m. PT. The call will be broadcast live over the Internet hosted 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 one hour after the event and will remain available until Thursday, November 19, 2020 by dialing 1-877-344-7529 in the U.S. or 1-412-317-0088 internationally and entering the replay access code: 10148734.

 

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 produces high-quality precast and reinforced concrete products, Permalok® steel casing pipe, bar-wrapped concrete cylinder pipe, as well as custom linings, coatings, joints, and one of the largest offerings of fittings and specialized components. Northwest Pipe Company provides solution-based products for a wide range of markets including water transmission and infrastructure, water and wastewater plant piping, structural stormwater and sewer systems, trenchless technology, and piping rehabilitation. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company is headquartered in Vancouver, Washington, and has manufacturing facilities across North America.

 

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, the timing of customer orders and deliveries, production schedules, the price and availability of raw materials, price and volume of imported product, 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, 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 Geneva and other acquisitions into its business and operations and achieve significant administrative and operational cost synergies and accretion to financial results, the impacts of recent U.S. tax reform legislation on the Company’s results of operations, the adequacy of the Company’s insurance coverage, operating problems at the Company’s manufacturing operations including fires, explosions, inclement weather, natural disasters, and the impact of pandemics, epidemics, or other public health emergencies, such as the recent outbreak of coronavirus disease 2019, and other risks discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 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 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 September 30,

   

Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Net sales

  $ 77,632     $ 75,226     $ 216,526     $ 207,072  

Cost of sales

    62,013       59,751       178,370       176,808  

Gross profit

    15,619       15,475       38,156       30,264  

Selling, general, and administrative expense

    5,656       4,900       19,185       13,852  

Operating income

    9,963       10,575       18,971       16,412  

Other income

    157       2,792       815       2,976  

Interest income

    16       23       49       30  

Interest expense

    (238 )     (114 )     (719 )     (365 )

Income before income taxes

    9,898       13,276       19,116       19,053  

Income tax expense

    2,631       2,529       5,287       3,167  

Net income

  $ 7,267     $ 10,747     $ 13,829     $ 15,886  
                                 

Net income per share:

                               

Basic

  $ 0.74     $ 1.10     $ 1.41     $ 1.63  

Diluted

  $ 0.73     $ 1.10     $ 1.40     $ 1.63  
                                 

Shares used in per share calculations:

                               

Basic

    9,802       9,745       9,782       9,739  

Diluted

    9,861       9,785       9,851       9,762  

 

4

 

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

   

September 30,

2020

   

December 31,

2019

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 30,363     $ 31,014  

Trade and other receivables, net

    43,624       38,026  

Contract assets

    76,276       91,186  

Inventories

    31,945       30,654  

Prepaid expenses and other

    3,374       4,159  

Total current assets

    185,582       195,039  

Property and equipment, net

    109,172       99,631  

Operating lease right-of-use assets

    31,538       7,683  

Goodwill

    22,985       -  

Intangible assets, net

    11,116       1,231  

Other assets

    6,432       6,661  

Total assets

  $ 366,825     $ 310,245  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities:

               

Current portion of long-term debt

  $ 3,132     $ -  

Accounts payable

    13,702       15,493  

Accrued liabilities

    14,046       12,150  

Contract liabilities

    4,540       12,281  

Current portion of operating lease liabilities

    2,303       1,642  

Total current liabilities

    37,723       41,566  

Long-term debt

    11,244       -  

Operating lease liabilities

    28,448       6,247  

Deferred income taxes

    14,611       4,265  

Other long-term liabilities

    11,107       10,009  

Total liabilities

    103,133       62,087  
                 

Stockholders' equity

    263,692       248,158  

Total liabilities and stockholders’ equity

  $ 366,825     $ 310,245  

 

5

 

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands, except per share amounts)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Net income, as reported

  $ 7,267     $ 10,747     $ 13,829     $ 15,886  

Adjustments for non-recurring items:

                               

Acquisition-related transaction costs

    40       506       2,624       515  

Saginaw fire incremental production costs (insurance recoveries), net

    -       (304 )     (1,399 )     2,943  

Saginaw fire gain on property and equipment replacement

    -       (431 )     (951 )     (431 )

Amortization of acquired intangibles

    518       -       1,383       -  

Acquisition-related inventory charges

    -       -       266       -  

Legal settlement other income

    -       (2,284 )     -       (2,284 )

Estimated tax impact of non-recurring items

    (140 )     657       (481 )     (194 )

Adjusted net income

  $ 7,685     $ 8,891     $ 15,271     $ 16,435  
                                 

Diluted net income per share, as reported

  $ 0.73     $ 1.10     $ 1.41     $ 1.63  
                                 

Adjusted diluted net income per share

  $ 0.78     $ 0.91     $ 1.55     $ 1.68  

 

6