Northwest Pipe (NWPX) 8-K Northwest Pipe Announces the Sale of Its Octg Business to Centric Pipe, LLC

Exhibit 99.2

NORTHWEST PIPE COMPANY

CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (Unaudited)

The following unaudited condensed consolidated pro forma financial statements should be read in conjunction with the consolidated financial statements of Northwest Pipe Company (the “Company”) included in its Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited condensed consolidated pro forma financial statements have been prepared to give effect to the sale of substantially all of the assets and liabilities associated with the oil country tubular goods (“OCTG”) business as if the transaction had occurred on December 31, 2013 for purposes of the unaudited condensed consolidated pro forma balance sheet, and as of January 1, 2013 for purposes of the unaudited condensed consolidated pro forma statement of operations. Such information has been prepared based upon currently available information and assumptions that management believes are reasonable. This pro forma information is not necessarily indicative of future results.

NORTHWEST PIPE COMPANY

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS (Unaudited)

Year ended December 31, 2013

(Dollar and share amounts in thousands, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Net sales	$	475,556		$	(116,111	)(a)	$	359,445
Cost of sales		423,097			(123,496	)(a)		299,601
Gross profit		52,459			7,385			59,844
Selling, general and administrative expense		24,210			(2,169	)(b)		22,041
Impairment of fixed assets		27,500			(27,500	)(a)		—
Operating income		749			37,054			37,803
Other expense		289			—			289
Interest income		(456	)		45	(a)		(411	)
Interest expense		3,965			(812	)(c)		3,153
Income (loss) before income taxes		(3,049	)		37,821			34,772
Provision for (benefit from) income taxes		(2,126	)		14,070	(d)		11,944
Net income (loss)	$	(923	)	$	23,751		$	22,828
Basic earnings (loss) per share	$	(0.10	)				$	2.42
Diluted earnings (loss) per share	$	(0.10	)				$	2.39
Shares used in per share calculations:
Basic		9,445						9,445
Diluted		9,445						9,534

Pro Forma Adjustments

(a) Adjustment to eliminate historical revenues and expenses associated with the sale of the OCTG business incurred during the fiscal year ended December 31, 2013.

(b) Adjustment to eliminate allocated historical Tubular Products Group selling, general and administrative expense associated with the sale of the OCTG business incurred during the fiscal year ended December 31, 2013.

(c) Adjustment to reflect reduction in interest expense from application of cash available for debt paydown to the Company’s note payable to financial institution.

(d) The income tax effect resulting from elimination of historical revenues, expenses, and allocated costs associated with the disposed OCTG business, based on the Company’s blended statutory rate of 37.2%.

NORTHWEST PIPE COMPANY

CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET (Unaudited)

December 31, 2013

(Dollar amounts in thousands)

	Historical		Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	588	$	—		$	588
Trade and other receivables, less allowance for doubtful account		72,470		(5,476	)(a)		66,994
Costs and estimated earnings in excess of billings on uncompleted contracts		50,468		—			50,468
Inventories		110,392		(32,388	)(a)		78,004
Refundable income taxes		1,073		—			1,073
Deferred income taxes		6,208		—			6,208
Prepaid expenses and other		2,381		—			2,381
Total current assets		243,580		(37,864	)		205,716
Property and equipment, net		143,061		(11,259	)(a)		131,802
Goodwill		25,760		(4,544	)(c)		21,216
Other assets		21,058		4,300	(b)		25,358
Total assets	$	433,459	$	(49,367	)	$	384,092
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	5,714	$	—		$	5,714
Current portion of capital lease obligations		2,216		(1,289	)(b)		927
Accounts payable		21,731		(856	)(a)		20,875
Accrued liabilities		10,302		—			10,302
Deferred revenue		4,892		—			4,892
Billings in excess of costs and estimated earnings on uncompleted contracts		3,368		—			3,368
Total current liabilities		48,223		(2,145	)		46,078
Note payable to financial institution		87,919		(31,923	)(b)		55,996
Long-term debt, less current portion		643		—			643
Capital lease obligations, less current portion		5,679		(3,760	)(b)		1,919
Deferred income taxes		11,842		(2,677	)(a)		9,165
Pension and other long-term liabilities		17,303		200	(d)		17,503
Total liabilities		171,609		(40,305	)		131,304
Total stockholders’ equity		261,850		(9,062	)(e)		252,788
Total liabilities and stockholders’ equity	$	433,459	$	(49,367	)	$	384,092

Pro Forma Adjustments

(a) Adjustment to eliminate basis of assets and liabilities included in the sale from the Company’s Consolidated Balance Sheet, including tax effects.

(b) Adjustment to reflect cash available for debt paydown ($31,923) applied to outstanding debt. To derive cash available for debt paydown, gross proceeds from the sale ($42,680) and cash received from the Houston Real Property purchase option ($200) were reduced by transaction costs ($1,608), payoff of a capital lease obligation related to leased equipment included in the sale ($5,049), and proceeds held in escrow ($4,300).

(c) Adjustment to eliminate the portion of goodwill allocated to the sale of the OCTG business.

(d) Adjustment to reflect Houston Real Property purchase option.

(e) Adjustment to reflect the estimated net loss from the sale of the OCTG business.