INVESTOR PRESENTATION WWW.NWPIPE.COM May 2022 FORWARD LOOKING STATEMENTS Statements in this presentation 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission File Number: 0-27140 NORTHWEST PIPE COMPANY (Exact name of registrant as specified in its charter) Oregon 93-0557988 (Sta ...

Acquisitions and Market Position - Northwest Pipe Company completed the acquisition of Park Environmental Equipment, LLC for approximately $88.4 million in cash, enhancing its position in the water infrastructure technology market [25]. - The company acquired Geneva Pipe and Precast Company for $49.4 million in cash, expanding its water infrastructure product capabilities with additional reinforced concrete pipe capacity [26]. - The company acquired ParkUSA on October 5, 2021, and Geneva on January 31, 2020, with the success of these acquisitions dependent on effective integration and realization of anticipated benefits [104]. - The company acquired Park Environmental Equipment, LLC in October 2021, enhancing its product offerings in water and wastewater solutions [161]. Financial Performance - Net sales increased by 16.6% to $333.3 million in 2021 compared to $285.9 million in 2020 [167]. - Engineered Steel Pressure Pipe (SPP) net sales rose by 7.5% to $259.8 million in 2021, driven by a 15% increase in selling price per ton [168]. - Precast Infrastructure and Engineered Systems net sales surged by 66.2% to $73.5 million in 2021, primarily due to the acquisition of ParkUSA, contributing $18.0 million in Q4 2021 [169]. - Gross profit decreased by 12.4% to $44.3 million (13.3% of net sales) in 2021 compared to $50.5 million (17.7% of net sales) in 2020 [170]. - SPP gross profit fell by 29.4% to $31.3 million (12.0% of SPP net sales) in 2021, impacted by changes in product mix and project pricing pressure [171]. - Precast gross profit increased by 108.4% to $13.0 million (17.7% of Precast net sales) in 2021, aided by higher prices and production volume [172]. - Selling, general, and administrative expenses rose by 13.1% to $28.2 million (8.4% of net sales) in 2021, primarily due to higher compensation and acquisition-related costs [173]. - Income tax expense was $3.6 million in 2021, with an effective tax rate of 24.0%, compared to $6.6 million and 25.7% in 2020 [175]. Market Demand and Infrastructure Investment - As of December 31, 2021, the backlog for water infrastructure steel pipe products was approximately $183 million, up from $167 million in 2020, indicating a positive trend in demand [44]. - The total addressable market for engineered welded steel pipeline system products is estimated to be approximately $1.8 billion over the next three years [40]. - The American Society of Civil Engineers estimates that $150 billion will be needed for capital investment in water and wastewater infrastructure by 2025, and $204 billion by 2040 [35]. - The Bipartisan Infrastructure Deal will invest $55 billion to expand access to clean drinking water across the country, providing significant opportunities for growth in the water infrastructure sector [33]. - The average age of drinking water and wastewater pipes in the U.S. is approximately 45 years, indicating a critical need for repair and replacement [41]. Operational and Compliance Risks - The Engineered Steel Pressure Pipe segment faces overcapacity issues due to recent capacity expansions and increased competition from substitute products, negatively impacting sales and gross margins [95]. - The company is subject to risks from project delays in public water transmission projects, which could adversely affect financial performance [93]. - A downturn in government spending related to public water transmission projects could negatively impact the company's business and financial condition [94]. - Compliance with stringent environmental, health, and safety laws is a significant factor, with expected substantial expenditures for compliance and potential penalties for non-compliance [100]. - The company faces risks related to environmental assessments and potential liabilities, which could require significant future expenditures [102]. - The company is exposed to interest rate risk due to its variable rate indebtedness, which could increase debt service obligations if interest rates rise [132]. Employee and Safety Metrics - As of December 31, 2021, the company employed 1,256 individuals, with a weighted-average tenure of 8 years [72]. - Company is committed to equal pay for equal work, regardless of employee demographics [73]. - The average total recordable incident rate over the last four years was 2.48, and the average days away rate was 0.52, indicating strong safety performance [76]. - As of December 31, 2021, 46% of employees in the United States self-identified as belonging to underrepresented racial/ethnic groups, and 11% self-identified as female [78]. Financial Position and Capital Expenditures - The company had $86.8 million of outstanding revolving loan borrowings and $1.6 million of outstanding letters of credit as of December 31, 2021, with additional borrowing capacity of approximately $37 million under the Amended Credit Agreement [128]. - The company has $98.4 million of operating lease liabilities and $2.2 million of finance lease liabilities as of December 31, 2021 [129]. - Future capital expenditures in 2022 are expected to be approximately $26 million to $30 million, including $13 million for a new reinforced concrete pipe mill [191]. - The company may need to substantially increase working capital if market conditions and customer order levels continue to grow, which could adversely affect its financial position and cash flows [128]. Steel Price Volatility - Steel is a substantial portion of cost of sales, with prices influenced by economic conditions and other external factors [66]. - The average cost of steel per ton was approximately $1,291 in 2021, compared to $655 in 2020 and $803 in 2019, indicating significant price volatility [123]. - Monthly average steel purchasing costs in 2021 ranged from a high of approximately $1,975 per ton to a low of approximately $656 per ton, affecting gross profit margins [123]. - Steel costs increased by 67% in 2021 compared to 2020, significantly impacting cost of sales for steel pipe products [163]. - Fluctuations in steel prices and availability may adversely affect the company's future results of operations, with the steel industry being highly cyclical [123].

Northwest Pipe Company (NASDAQ:NWPX) Q4 2021 Earnings Conference Call March 16, 2022 10:00 AM ET Company Participants Scott Montross - President & Chief Executive Officer Aaron Wilkins - Chief Financial Officer Conference Call Participants Brent Thielman - D.A. Davidson Gus Richard - Northland Operator Greetings and welcome to Northwest Pipe Company Fourth Quarter 2021 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. ...

Northwest Pipe Company (NASDAQ:NWPX) Q3 2021 Results Earnings Conference Call November 9, 2021 10:00 AM ET Company Participants Scott Montross - President, Chief Executive Officer Aaron Wilkins - Chief Financial Officer Conference Call Participants Zane Karimi - D.A. Davidson Gus Richard - Northland David Wright - Henry Investment Trust Operator Good day and welcome to the Northwest Pipe third quarter 2021 earnings conference call. All participants are in listen-only mode. [Operator Instructions]. After tod ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission File Number: 0-27140 NORTHWEST PIPE COMPANY (Exact name of registrant as specified in its charter) Oregon 93-0557988 ...

Northwest Pipe Company (NASDAQ:NWPX) Q2 2021 Earnings Conference Call August 5, 2021 10:00 AM ET Company Participants Scott Montross - President & Chief Executive Officer Aaron Wilkins - Chief Financial Officer Conference Call Participants Brent Thielman - D.A. Davidson Gus Richard - Northland David Wright - Henry Investment Trust Operator Thank you for standing by. This is the conference operator. Welcome to the Northwest Pipe Company Second Quarter 2021 Earnings Conference Call. As a reminder, all partici ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Presents unaudited condensed consolidated financial statements and notes, detailing financial performance, balance sheet, and cash flow [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $73,812 | $69,971 | $146,123 | $138,894 | | Cost of sales | $64,274 | $57,013 | $127,810 | $116,357 | | Gross profit | $9,538 | $12,958 | $18,313 | $22,537 | | Operating income | $3,201 | $7,374 | $6,146 | $9,008 | | Income before income taxes | $2,883 | $8,182 | $5,660 | $9,218 | | Net income | $2,131 | $5,998 | $4,306 | $6,562 | | Basic Net income per share | $0.22 | $0.61 | $0.44 | $0.67 | | Diluted Net income per share | $0.21 | $0.61 | $0.43 | $0.67 | - Net sales increased by **5.5%** for the three months ended June 30, 2021, and by **5.2%** for the six months ended June 30, 2021, compared to the respective prior periods[8](index=8&type=chunk) - Gross profit decreased by **26.4%** for the three months ended June 30, 2021, and by **18.7%** for the six months ended June 30, 2021, compared to the respective prior periods[8](index=8&type=chunk) - Net income decreased by **64.5%** for the three months ended June 30, 2021, and by **34.4%** for the six months ended June 30, 2021, compared to the respective prior periods[8](index=8&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Condensed Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $2,131 | $5,998 | $4,306 | $6,562 | | Other comprehensive income (loss), net of tax | $45 | $(131) | $106 | $(27) | | Comprehensive income | $2,176 | $5,867 | $4,412 | $6,535 | - Other comprehensive income (loss) improved from a loss of **$(131) thousand** in Q2 2020 to a gain of **$45 thousand** in Q2 2021, and from a loss of **$(27) thousand** to a gain of **$106 thousand** for the six months ended June 30, 2021[11](index=11&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $23,198 | $37,927 | | Trade and other receivables | $33,778 | $42,680 | | Contract assets | $90,504 | $76,985 | | Inventories | $30,029 | $29,177 | | Total current assets | $181,544 | $191,963 | | Total assets | $364,109 | $373,015 | | Current portion of long-term debt | $- | $7,701 | | Accounts payable | $15,460 | $12,993 | | Total current liabilities | $35,576 | $45,901 | | Long-term debt | $- | $5,888 | | Total liabilities | $89,397 | $103,389 | | Total stockholders' equity | $274,712 | $269,626 | - Cash and cash equivalents decreased by **$14.7 million** from December 31, 2020, to June 30, 2021[13](index=13&type=chunk) - Total current assets decreased by **$10.4 million**, while total current liabilities decreased by **$10.3 million**, resulting in stable working capital[13](index=13&type=chunk) - Long-term debt was fully repaid as of June 30, 2021, down from **$5.9 million** at December 31, 2020[13](index=13&type=chunk) - Total stockholders' equity increased by **$5.1 million** from December 31, 2020, to June 30, 2021[13](index=13&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Metric | Balances, Dec 31, 2020 | Net Income | Other Comprehensive Income | Stock Compensation Plans | Balances, June 30, 2021 | | :--------------------------------- | :--------------------- | :--------- | :------------------------- | :----------------------- | :---------------------- | | Common Stock (Amount) | $98 | - | - | $1 | $99 | | Additional Paid-In-Capital | $123,013 | - | - | $673 | $123,686 | | Retained Earnings | $148,381 | $4,306 | - | - | $152,687 | | Accumulated Other Comprehensive Loss | $(1,866) | - | $106 | - | $(1,760) | | Total Stockholders' Equity | $269,626 | $4,306 | $106 | $674 | $274,712 | - Total stockholders' equity increased by **$5.1 million** from December 31, 2020, to June 30, 2021, driven by net income, other comprehensive income, and share-based compensation[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $5,072 | $28,787 | | Net cash used in investing activities | $(4,677) | $(54,665) | | Net cash provided by (used in) financing activities | $(15,124) | $14,070 | | Change in cash and cash equivalents | $(14,729) | $(11,808) | | Cash and cash equivalents, end of period | $23,198 | $19,206 | - Net cash provided by operating activities significantly decreased to **$5.1 million** in the first six months of 2021 from **$28.8 million** in the same period of 2020[20](index=20&type=chunk) - Net cash used in investing activities decreased to **$4.7 million** in the first six months of 2021, compared to **$54.7 million** in 2020, primarily due to the absence of a major acquisition like Geneva in 2021[20](index=20&type=chunk) - Net cash used in financing activities was **$(15.1) million** in the first six months of 2021, a shift from **$14.1 million** provided in 2020, mainly due to debt repayments[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Basis of Presentation](index=10&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation) - Northwest Pipe Company is a leading manufacturer of water-related infrastructure products, including engineered steel water pipeline systems, precast and reinforced concrete products, and specialized components[21](index=21&type=chunk) - The Company operates in a single segment, 'Water Infrastructure,' as its CEO evaluates performance and allocates resources based on total Company results[21](index=21&type=chunk) - The unaudited interim financial statements are prepared in conformity with U.S. GAAP, with certain information condensed or omitted per SEC rules for interim reporting[23](index=23&type=chunk) [2. Business Combination](index=11&type=section&id=2.%20Business%20Combination) - On January 31, 2020, the Company acquired 100% of Geneva Pipe and Precast Company for **$49.4 million** in cash, expanding its water infrastructure product capabilities with reinforced concrete pipe and precast concrete products[26](index=26&type=chunk) Summary of Geneva Acquisition (January 31, 2020, in thousands) | Category | Amount | | :--------------------------------- | :----- | | Total assets acquired | $55,754 | | Total liabilities assumed | $29,320 | | Goodwill | $22,985 | | Total purchase consideration | $49,419 | Intangible Assets Acquired from Geneva (in thousands) | Intangible Asset | Estimated Useful Life (Years) | Fair Value | | :--------------------------------- | :---------------------------- | :--------- | | Customer relationships | 11.0 | $8,031 | | Trade names | 10.0 | $2,093 | | Backlog | 0.9 | $1,041 | | Total intangible assets | 9.9 | $11,165 | - Goodwill from the acquisition arose from an assembled workforce, expanded product offerings, and management's industry know-how, and is not expected to be tax-deductible[29](index=29&type=chunk) Unaudited Pro Forma Consolidated Results (in thousands) as if Geneva acquired Jan 1, 2019 | Metric | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $69,971 | $142,483 | | Net income | $6,331 | $8,755 | [3. Inventories](index=12&type=section&id=3.%20Inventories) Inventories (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :------------ | :---------------- | | Raw materials | $22,133 | $20,631 | | Work-in-process | $1,122 | $1,416 | | Finished goods | $5,018 | $5,489 | | Supplies | $1,756 | $1,641 | | Total inventories | $30,029 | $29,177 | - Total inventories increased slightly from **$29.2 million** at December 31, 2020, to **$30.0 million** at June 30, 2021, primarily due to an increase in raw materials[32](index=32&type=chunk) [4. Credit Agreement](index=12&type=section&id=4.%20Credit%20Agreement) - On June 30, 2021, the Company entered into a new Credit Agreement for up to **$100 million** (with an option to increase by **$25 million**), expiring June 30, 2024, replacing the Former Credit Agreement[33](index=33&type=chunk) - As of June 30, 2021, there were no outstanding borrowings under the new Credit Agreement, with **$1.6 million** in outstanding letters of credit and approximately **$98 million** in additional borrowing capacity[36](index=36&type=chunk) - The Credit Agreement includes customary covenants, such as maintaining a consolidated senior leverage ratio no greater than **2.50 to 1.00** and a consolidated fixed charge coverage ratio no less than **1.25 to 1.00**, starting September 30, 2021[34](index=34&type=chunk) - Revolving loans bear interest at rates related to Base Rate or LIBOR plus an Applicable Margin of **1.75% to 2.25%**, depending on the Senior Leverage Ratio[36](index=36&type=chunk) [5. Fair Value Measurements](index=13&type=section&id=5.%20Fair%20Value%20Measurements) - The Company measures financial assets and liabilities at fair value using a three-level hierarchy (Level 1: quoted prices in active markets, Level 2: observable inputs, Level 3: unobservable inputs)[38](index=38&type=chunk) Financial Assets and Liabilities Measured at Fair Value (in thousands) | Category | June 30, 2021 (Total) | June 30, 2021 (Level 1) | June 30, 2021 (Level 2) | Dec 31, 2020 (Total) | Dec 31, 2020 (Level 1) | Dec 31, 2020 (Level 2) | | :--------------------------------- | :-------------------- | :-------------------- | :-------------------- | :------------------- | :------------------- | :------------------- | | Deferred compensation plan (assets) | $4,496 | $3,813 | $683 | $4,717 | $3,884 | $833 | | Foreign currency forward contracts (assets) | $9 | - | $9 | - | - | - | | Foreign currency forward contracts (liabilities) | $(827) | - | $(827) | $(1,150) | - | $(1,150) | - Deferred compensation plan assets include publicly traded stock and bond mutual funds (Level 1) and guaranteed investment contracts (Level 2)[40](index=40&type=chunk) - Foreign currency forward contracts are valued using observable market parameters and classified as Level 2[41](index=41&type=chunk) [6. Derivative Instruments and Hedging Activities](index=14&type=section&id=6.%20Derivative%20Instruments%20and%20Hedging%20Activities) - The Company uses foreign currency forward contracts as cash flow hedges to offset changes in cash flows of hedged items, formally documenting hedge relationships and effectiveness[43](index=43&type=chunk) - The total notional amount of foreign currency forward contracts designated as cash flow hedges decreased from **$15.3 million** (**CAD$19.5 million**) as of December 31, 2020, to **$9.5 million** (**CAD$11.7 million**) as of June 30, 2021[44](index=44&type=chunk) - For the three and six months ended June 30, 2021, losses recognized in Net sales from non-designated foreign currency forward contracts were **$(0.1) million**[45](index=45&type=chunk) [7. Share-based Compensation](index=15&type=section&id=7.%20Share-based%20Compensation) - The Company's 2007 Stock Incentive Plan provides for various equity awards, including stock options, RSUs, and PSAs, with compensation cost recognized over the service period based on grant date fair value[46](index=46&type=chunk)[47](index=47&type=chunk) Share-based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Cost of sales | $253 | $179 | $483 | $321 | | Selling, general, and administrative expense | $890 | $794 | $1,357 | $1,112 | | Total | $1,143 | $973 | $1,840 | $1,433 | - Unrecognized compensation expense related to unvested RSUs and PSAs was **$4.2 million** as of June 30, 2021, expected to be recognized over a weighted-average period of **1.8 years**[52](index=52&type=chunk) - The unvested balance of RSUs and PSAs as of June 30, 2021, was **161,131**, with a weighted-average grant date fair value of **$30.26**[51](index=51&type=chunk) [8. Commitments and Contingencies](index=16&type=section&id=8.%20Commitments%20and%20Contingencies) - The Company is a potentially responsible party for the Portland Harbor Superfund Site cleanup, with the EPA estimating a **$1 billion** cost over **13 years**, but the Company is currently unable to estimate its specific obligation[54](index=54&type=chunk) - The Company agreed to fund **$0.4 million** for the Natural Resource Damage Assessment (NRDA) for the Portland Harbor Superfund Site but does not expect significant future costs for its resolution[56](index=56&type=chunk) - The Company maintains insurance policies for defense costs and indemnification, which it believes will provide reimbursement for remediation, but cannot assure full coverage[58](index=58&type=chunk) - The Company has **$1.6 million** in outstanding letters of credit as of June 30, 2021, related to workers' compensation insurance, with no material payments expected[61](index=61&type=chunk) [9. Revenue](index=17&type=section&id=9.%20Revenue) - Revenue for water infrastructure steel pipe products is recognized over time using the cost-to-cost method, while revenue for concrete pipe and precast products is recognized at a point in time when control is transferred to customers[63](index=63&type=chunk)[65](index=65&type=chunk) Disaggregation of Revenue (in thousands) | Recognition Method | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Over time | $58,748 | $57,649 | $118,805 | $118,527 | | Point in time | $15,064 | $12,322 | $27,318 | $20,367 | | Net sales | $73,812 | $69,971 | $146,123 | $138,894 | - Contract assets, representing revenue earned but not yet billable, increased to **$90.5 million** as of June 30, 2021, from **$77.0 million** at December 31, 2020[13](index=13&type=chunk)[68](index=68&type=chunk) - Backlog for water infrastructure steel pipe products was approximately **$195 million** as of June 30, 2021, with **56%** expected to be recognized in 2021 and **33%** in 2022[70](index=70&type=chunk) [10. Income Taxes](index=19&type=section&id=10.%20Income%20Taxes) Estimated Effective Income Tax Rates | Period | 2021 | 2020 | | :--------------------------------- | :--- | :--- | | Three Months Ended June 30 | 26.1% | 26.7% | | Six Months Ended June 30 | 23.9% | 28.8% | - The effective tax rate for the six months ended June 30, 2021, was primarily impacted by tax windfalls from equity award vesting, while the 2020 rate was impacted by non-deductible acquisition costs related to Geneva[72](index=72&type=chunk) [11. Net Income per Share](index=19&type=section&id=11.%20Net%20Income%20per%20Share) Net Income per Share Calculation (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $2,131 | $5,998 | $4,306 | $6,562 | | Basic weighted-average common shares outstanding | 9,861 | 9,792 | 9,837 | 9,771 | | Diluted weighted-average common shares outstanding | 9,915 | 9,808 | 9,920 | 9,832 | | Basic Net income per common share | $0.22 | $0.61 | $0.44 | $0.67 | | Diluted Net income per common share | $0.21 | $0.61 | $0.43 | $0.67 | - Basic and diluted EPS decreased significantly for both the three and six months ended June 30, 2021, compared to the prior year, reflecting the decline in net income[74](index=74&type=chunk) [12. Recent Accounting and Reporting Developments](index=20&type=section&id=12.%20Recent%20Accounting%20and%20Reporting%20Developments) - The Company adopted ASU 2018-14 (Disclosure Requirements for Defined Benefit Plans) and ASU 2019-12 (Simplifying the Accounting for Income Taxes) on January 1, 2021[76](index=76&type=chunk)[77](index=77&type=chunk) - The adoption of these new accounting standards did not have a material impact on the Company's financial position, results of operations, or cash flows[76](index=76&type=chunk)[77](index=77&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, condition, and operational results, including COVID-19 impact and liquidity [Forward-Looking Statements](index=20&type=section&id=Forward-Looking%20Statements) - The report contains forward-looking statements based on current expectations, estimates, and projections, which are subject to risks and uncertainties that could cause actual results to differ materially[78](index=78&type=chunk) - Key factors that could cause actual results to differ include changes in demand, product mix, raw material prices, production capacity, international trade policy, acquisition integration, and impacts of pandemics like COVID-19[79](index=79&type=chunk)[85](index=85&type=chunk) [Overview](index=21&type=section&id=Overview) - Northwest Pipe Company is a leading manufacturer of water-related infrastructure products, including engineered steel water pipeline systems and precast/reinforced concrete products, with ten manufacturing facilities[82](index=82&type=chunk) - The January 2020 acquisition of Geneva Pipe and Precast Company expanded the Company's capabilities in reinforced concrete pipe and precast concrete products[83](index=83&type=chunk) - Sales are primarily driven by spending on urban growth and new water infrastructure, with a growing trend towards replacement, repair, and upgrade projects[84](index=84&type=chunk) - Long-term demand for water infrastructure projects in the U.S. is strong, but near-term challenges include strained governmental budgets, increased competition, and volatile steel costs[85](index=85&type=chunk)[86](index=86&type=chunk) [Impact of the COVID‑19 Pandemic on Our Business](index=22&type=section&id=Impact%20of%20the%20COVID%E2%80%9119%20Pandemic%20on%20Our%20Business) - The Company implemented proactive safety measures for employees, customers, and suppliers in response to the COVID-19 pandemic[87](index=87&type=chunk) - While COVID-19 has not had a direct material adverse effect on reported results for the first six months of 2021, the ultimate impact on future operations, financial position, or cash flows remains uncertain[87](index=87&type=chunk) - Potential future impacts include labor and raw material shortages, reduced or delayed funding for municipal projects, and continued financial market volatility[87](index=87&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Key Financial Performance Metrics (in thousands, as % of Net Sales) | Metric | Q2 2021 ($) | Q2 2021 (%) | Q2 2020 ($) | Q2 2020 (%) | YTD 2021 ($) | YTD 2021 (%) | YTD 2020 ($) | YTD 2020 (%) | | :--------------------------------- | :---------- | :---------- | :---------- | :---------- | :----------- | :----------- | :----------- | :----------- | | Net sales | $73,812 | 100.0% | $69,971 | 100.0% | $146,123 | 100.0% | $138,894 | 100.0% | | Cost of sales | $64,274 | 87.1% | $57,013 | 81.5% | $127,810 | 87.5% | $116,357 | 83.8% | | Gross profit | $9,538 | 12.9% | $12,958 | 18.5% | $18,313 | 12.5% | $22,537 | 16.2% | | Selling, general, and administrative expense | $6,337 | 8.6% | $5,584 | 8.0% | $12,167 | 8.3% | $13,529 | 9.7% | | Operating income | $3,201 | 4.3% | $7,374 | 10.5% | $6,146 | 4.2% | $9,008 | 6.5% | | Net income | $2,131 | 2.9% | $5,998 | 8.6% | $4,306 | 2.9% | $6,562 | 4.7% | - Net sales increased by **5.5%** in Q2 2021 and **5.2%** in YTD 2021, primarily driven by higher shipments from Geneva operations, which contributed **$15.0 million** and **$27.3 million** in net sales for the respective periods[92](index=92&type=chunk) - Gross profit decreased by **26.4%** in Q2 2021 and **18.7%** in YTD 2021, mainly due to changes in product mix and pressure on project pricing at steel pipe facilities, despite increased precast concrete revenues[93](index=93&type=chunk) - Selling, general, and administrative expense increased by **13.5%** in Q2 2021 due to higher compensation and professional fees, but decreased by **10.1%** in YTD 2021 primarily due to lower acquisition-related transaction costs from the Geneva acquisition in 2020[94](index=94&type=chunk) - Income tax expense decreased in both periods, with effective tax rates of **26.1%** for Q2 2021 and **23.9%** for YTD 2021, impacted by tax windfalls from equity award vesting in 2021 and non-deductible acquisition costs in 2020[95](index=95&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) - Principal liquidity sources include operating cash flows and revolving loans, with long-term capital potentially met through debt or equity issuance[96](index=96&type=chunk) - Working capital was **$146.0 million** as of June 30, 2021, consistent with **$146.1 million** at December 31, 2020[98](index=98&type=chunk) - Cash and cash equivalents decreased to **$23.2 million** at June 30, 2021, from **$37.9 million** at December 31, 2020, primarily due to long-term debt repayment[98](index=98&type=chunk) - Net cash provided by operating activities decreased to **$5.1 million** for the first six months of 2021 from **$28.8 million** in 2020[101](index=101&type=chunk) - Net cash used in investing activities decreased to **$4.7 million** for the first six months of 2021, compared to **$54.7 million** in 2020, which included the **$48.7 million** Geneva acquisition[102](index=102&type=chunk) - Net cash used in financing activities was **$(15.1) million** for the first six months of 2021, a shift from **$14.1 million** provided in 2020, mainly due to **$13.8 million** in long-term debt repayments[103](index=103&type=chunk) - The Company expects existing cash, operating cash flows, and the new Credit Agreement to be adequate for funding requirements for at least the next twelve months[104](index=104&type=chunk) - The new Credit Agreement provides for up to **$100 million** in revolving, swingline loans, and letters of credit, with approximately **$98 million** in additional borrowing capacity as of June 30, 2021[106](index=106&type=chunk) [Recent Accounting Pronouncements](index=26&type=section&id=Recent%20Accounting%20Pronouncements) - For details on recent accounting pronouncements, refer to Note 12 of the Notes to Condensed Consolidated Financial Statements[112](index=112&type=chunk) [Critical Accounting Estimates](index=26&type=section&id=Critical%20Accounting%20Estimates) - There have been no significant changes in critical accounting estimates during the six months ended June 30, 2021, compared to those disclosed in the 2020 Form 10-K[114](index=114&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section refers to the Company's 2020 Form 10-K for a discussion of market risks associated with foreign currencies and interest rates - For a discussion of market risk associated with foreign currencies and interest rates, refer to Part II – Item 7A. 'Quantitative and Qualitative Disclosures About Market Risk' of the Company's 2020 Form 10-K[115](index=115&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Evaluates disclosure controls and procedures, confirming effectiveness and no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=27&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, under the supervision of the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2021[118](index=118&type=chunk) - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2021[118](index=118&type=chunk) [Changes in Internal Control over Financial Reporting](index=27&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no significant changes in internal control over financial reporting during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[119](index=119&type=chunk) [PART II - OTHER INFORMATION](index=27&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Addresses the Company's involvement in legal actions, noting routine litigation is not expected to materially impact financial results - The Company is involved in various legal actions arising from ordinary business operations, but does not believe routine litigation will have a material impact on consolidated financial results[120](index=120&type=chunk) - For additional information on legal actions, including those asserting substantial claims or fines, refer to Note 8 of the Notes to Condensed Consolidated Financial Statements[120](index=120&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Refers to the 2020 Form 10-K for comprehensive risk factors, noting potential material impacts from known and unknown risks - Readers should refer to Part I – Item 1A. 'Risk Factors' in the Company's 2020 Form 10-K for a comprehensive discussion of factors that could materially affect the business, financial condition, or operating results[121](index=121&type=chunk) - The risks discussed in the 2020 Form 10-K are not exhaustive, and additional unknown or currently immaterial risks may also adversely affect the Company[121](index=121&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed as part of the 2021 Q2 Form 10-Q, including various agreements, certifications, and XBRL-related documents - The exhibits filed include a Change in Control Agreement, a Credit Agreement, a Guaranty and Security Agreement, and various certifications (e.g., Sarbanes-Oxley Act certifications)[122](index=122&type=chunk) - The filing also includes Inline XBRL documents for instance, schema, calculation, definition, label, and presentation linkbases, and the cover page interactive data file[122](index=122&type=chunk) [Signatures](index=29&type=section&id=Signatures) Contains duly authorized signatures of the CEO and CFO, certifying the filing of the report - The report is signed by Scott Montross, Director, President, and Chief Executive Officer (principal executive officer), and Aaron Wilkins, Senior Vice President, Chief Financial Officer, and Corporate Secretary (principal financial and accounting officer)[125](index=125&type=chunk) - The report was dated August 5, 2021[125](index=125&type=chunk)

Northwest Pipe Company (NASDAQ:NWPX) Q1 2021 Earnings Conference Call May 4, 2021 10:00 AM ET Company Participants Scott Montross - President and CEO Aaron Wilkins - CFO Conference Call Participants Brent Thielman - D.A. Davidson Gus Richard - Northland Capital Markets Mike Morales - Walthausen & Company Operator Good morning and welcome to the Northwest Pipe Company's First Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission File Number: 0-27140 NORTHWEST PIPE COMPANY (Exact name of registrant as specified in its charter) (State or other jurisd ...